In practice, I have seen requests for a target company to bear the stamp duty on the transfer of its own shares from the seller to the purchaser. It may seem commercially convenient, especially where the parties are friendly or related. However, this raises a question. 𝘐𝘴 𝘵𝘩𝘦 𝘤𝘰𝘮𝘱𝘢𝘯𝘺 𝘦𝘧𝘧𝘦𝘤𝘵𝘪𝘷𝘦𝘭𝘺 …

The first time my family visited me in KL, it was during a long public holiday weekend, shortly after I had moved into my new place. I had barely settled in. There was no proper furniture yet. At the same time, I was in the middle of a hectic M&A …

As a lawyer, I generally prefer clarity and precision in drafting contracts, unless the client specifically requests otherwise. After all, certainty of terms is a fundamental element of any contract. Some provisions in contracts are ambiguous because the parties have not fully considered what should happen in the scenario addressed …

In M&A transactions involving board-level consideration, I often find the most useful insights when I brief management on key issues. These briefings are opportunities to hear directly from the decision-makers. During the discussions, I get to see: • Why they are pursuing the deal • The rationale for certain commercial …

Three draft share sale agreements landed in my inbox this week just before the Chinese New Year break. As is often the case around festive periods, everyone hoped to clear the work before going on leave. We reviewed the drafts and sent our comments to the client before we went …

17 years. That is how long I have been in the legal profession. Over the years, there have been many transactions done and dusted, and many people I worked with on those transactions have since moved on to other paths. There are not many people I can turn to and …

“When is your peak period?” I was asked. “Whenever the client wants the deal to go fast” I replied. The workload of corporate lawyers is not seasonal. It’s client-driven. The pace follows transaction timelines and clients’ expectations. What looks like a quiet period can quickly turn into full momentum overnight …

In partial disposals, it’s common for sellers and buyers to agree that any existing guarantees given by the sellers to secure banking facilities of the target companies will be adjusted to reflect the post-completion shareholding. For public listed companies (PLCs) in Malaysia, this can affect the deal timeline if not …

In M&A transactions, break fees refer to a pre-agreed sum payable if a party withdraws from a proposed transaction without any breach by the counterparty. In principle, break fees are intended to deter frivolous exits and to compensate the other party for transaction-related costs, including due diligence and advisory expenses. …

In M&A transactions, a disclosure letter sets out the exceptions and qualifications to the representations and warranties (R&Ws) given by a seller in a share sale and purchase agreement (SPA). Getting it wrong can turn an unintentional misstatement into a breach of contract, with serious legal and financial consequences. Should …