Behind the Scenes of Urgent Requests
In legal work, some urgency is expected (hopefully not all the time). No one has ever said to me, “Take all the time you need to complete the work.” Most of the time, the instruction is to get the work done by X date, turn it around fast, asap, or …
Chambers and Partners M&A Ranking: A Corporate Lawyer’s Perspective
I still remember being asked more than a decade ago, during a pupillage interview, what my career aspiration was. I said something along the lines of aspiring to be an excellent lawyer recognised by Chambers and other leading guides. The truth is, at the time, I didn’t really know what …
What Often Slows Down M&A Deals for Founders and Family Businesses
After more than a decade advising buyers in M&A transactions, I’ve seen that delays in legal due diligence are often caused by minor issues that take time to resolve. The following are three common issues that frequently slow down legal due diligence on target companies: 1. Incomplete banking documents Management …
A Nine Figure Deal and One Overlooked Clause
We were appointed Malaysian counsel on a nine-figure M&A transaction. The client was a foreign company, so the foreign counsel took the lead and drafted the agreement. On paper, our scope of work was to advise on compliance with Malaysian laws. But as I reviewed the draft share sale and …
How Founders and Sellers Can Speed Up Their M&A Deals
I once worked on an M&A deal that everyone expected to close fast. It was a limited legal due diligence on a Malaysian target company. It did not have voluminous documents for review. However, what should have been a sprint turned into a slow marathon. It certainly was not because …
Where Company Secretaries Make the Biggest Impact in M&A
At the heart of every legal due diligence for M&A transactions is verification of share ownership. One of the documents requested to verify share ownership is the register of members. It seems like a simple request, yet during some due diligence exercises, I have been provided with the following except …
M&A Tip: Why Sellers Should Provide Share Ownership Documents (Not Just the CCM Search)
One of the biggest sources of delay in Malaysian M&A due diligence is surprisingly simple: Sellers often provide a company search from the Companies Commission of Malaysia (CCM) when what lawyers really need are the statutory share documents. A lawyer conducting proper due diligence will typically request documents such as: Shareholders’ …
The Art of Track Change
One of the first things newly qualified lawyers learn (if they haven’t already) is how to use track changes in Word. It’s a simple but powerful tool. It lets the partner, the person reviewing their work, or the counterparty’s counsel quickly see what’s been amended. (In theory) it saves time, …
Behind the Scenes: What Happens Before You Get Legal Advice
Before you even get legal advice, there’s a lot that happens behind the scenes. I spent more time this week communicating with prospective clients, going through the information they shared and preparing fee proposals than on actual legal work. However, this is often where the work begins. Before I prepare …
Don’t Skip Details in Completion Accounts
Not long ago, I was asked to review a share sale and purchase agreement that used a completion accounts mechanism to determine the final purchase price. What struck me was how many key details about preparing the completion accounts were missing. Those missing details could literally cost millions. It reminded …