A Director Cannot be Absolved from Responsibilities by Appointing an Alternate Director
Reviewing constitution (usually in the context of a corporate transaction) is part of my job as a corporate lawyer. Itโs not always fun but itโs always a good refresher of the Companies Act 2016. While reviewing the constitution of a company, I came across the following provision which made me …
Checklist for members’ written resolution
I review resolutions as part of my M&A and other transactional work. Hereโs a list of what I typically check to ensure compliance with the Companies Act 2016 (CA) when reviewing membersโ written resolutions of private companies in Malaysia. ๐๐ต๐ฒ๐ฐ๐ธ๐น๐ถ๐๐ ๐ณ๐ผ๐ฟ ๐ฝ๐ฟ๐ฒ๐ฝ๐ฎ๐ฟ๐ถ๐ป๐ด/๐ฟ๐ฒ๐๐ถ๐ฒ๐๐ถ๐ป๐ด ๐บ๐ฒ๐บ๐ฏ๐ฒ๐ฟ๐’ ๐๐ฟ๐ถ๐๐๐ฒ๐ป ๐ฟ๐ฒ๐๐ผ๐น๐๐๐ถ๐ผ๐ป 1. Confirm private company status …
What is the difference between a โ๐๐๐ฏ๐๐๐ฎ๐ป๐๐ถ๐ฎ๐น ๐๐ต๐ฎ๐ฟ๐ฒ๐ต๐ผ๐น๐ฑ๐ฒ๐ฟโ and a โ๐บ๐ฎ๐ท๐ผ๐ฟ ๐๐ต๐ฎ๐ฟ๐ฒ๐ต๐ผ๐น๐ฑ๐ฒ๐ฟโ?
If you are a corporate lawyer and you ask your supervising partner the question above, be prepared that you may be told to do your own reading. In short, a โsubstantial shareholderโ of a company refers to a person who has an interest in one or more voting shares in …
M&A in Malaysia: What you need to know about private limited companies
Private companies limited by shares are frequently encountered legal entities in M&A transactions, whether as sellers, buyers or targets. Understanding the requirements governing private limited companies is necessary when drafting shareholdersโ agreements. Some of the key requirements governing private limited companies: 1.ย The Companies Act 2016 (โCAโ) mandates that a private …
Lawyering: What is within my control?
What is within my control? What is not within my control? The ability to distinguish between the two has helped me to manage my anxiety. As a corporate lawyer, I want to drive transactions and move them to the finishing line. However, I have come to realise that sometimes, this …
The veto power of minority shareholders
Minority shareholders are powerful. Shareholders who either singularly or collectively hold at least 25% of the voting shares in a company may veto on the following matters in relation to the company as provided under the Companies Act 2016 of Malaysia: โข Change of name (s. 28) โข Adoption of …
Introversion and Lawyering
Some seem to exude natural self-assurance, assertiveness, and confidence. Others lean towards a more reserved, quiet, or introverted disposition. Iโm referring to lawyers. If you identify with the latter category and you are starting out on your legal career, I want to say this based on my own experience: Itโs …
M&A: Categorising vendorโs representations and warranties
One of the most negotiated points in a M&A transaction is the buyerโs remedies for breaches of vendorโs representations and warranties (โVendorโs Warrantiesโ) in a sale and purchase agreement (โSPAโ). The various representations and warranties given by the vendor, if breached, may affect the transaction in varying degree. It may …
My Linkedin journey
When I first started posting on Linkedin, I posted anything related to corporate law that crossed my mind, mostly M&A, corporate finance/equity capital market and company law. Occasionally I shared stories about being a corporate lawyer. I gradually narrowed down my post to M&A and ECM. Nowadays, I post mostly …
M&A: Three representations and warranties sellers should avoid
1. Representations and warranties about the future A seller should avoid providing representations and warranties in respect of future events due to uncertainty about the future. Further, after the seller disposes of the sellerโs shares, the seller may no longer be in control of the target company and hence, not …