M&A: Change of name

Linkedin Post

A company which is the subject matter of a sale and purchase transaction may have certain words as part of its name, which are same as the names of other companies incorporated by the same shareholder.

Where shares of such company are sold to a buyer who is unrelated to the seller, the buyer and seller should consider setting out the following in the sale and purchase agreement:

• whether the seller is obliged to procure the change of names of other companies owned by the seller, which have similar names as the target company. This is usually required by the buyer if there is goodwill attached to the name of the target company.

• whether the target company is to change its name to avoid being wrongly associated with the seller/other companies owned by the seller after completion of the sale and purchase.

• who will bear the cost for the change of name.

• when must the change of name happen.

• the aggrieved party’s remedies if the change of name does not happen within the agreed period. Ideally, the aggrieved party should be able to exercise the remedies without the need to involve the court such as reduction in the consideration paid to the seller in the event of breach by the seller.

#malaysiancorporatelawyer
#mergersandacquisitions

This post was first posted on Linkedin on 3 March 2021.

Linkedin Post
Five key steps for legal due diligence

Most lawyers are good at identifying issues, but legal due diligence shouldn’t be limited to merely reviewing documents and identifying issues. Here are my five steps for conducting legal due diligence: 1. Identify the issues based on the scope of legal due diligence as agreed with the clients. 2. Provide recommendations …

Linkedin Post
Begin with the end in mind: Post-completion integration

I once worked on an M&A deal that took more than a year to complete. While the deal was not inherently complex, it dragged on due to delays in finalizing the details of the transaction agreements for reason beyond my control. As the deal involved a larger corporation acquiring a …

Lawyering
Being a Corporate Lawyer: Why I Do What I Do

After years of demanding schedule and juggling simultaneous corporate exercises which take a toll on physical and mental health, it is not surprising that some corporate lawyers experience burnout. Unlike some legal practice areas, the work of a corporate lawyer may not seem immediately impactful or “make a difference” to …