What turns up during legal due diligence?

Due Diligence

First-time sellers are often surprised by what turns up during legal due diligence conducted by buyers’ lawyers.

Buyers’ lawyers will comb through everything and they will flag non-compliance issues that most founders didn’t realise were even a problem.

Some common ones:

  • Agreements have lapsed, but business continues as usual
  • No board or shareholder resolutions for deals that require directors’ and shareholders’ approval
  • Agreements not stamped (so stamp duty not paid)

These usually aren’t deal breakers.
But they slow things down and cost time, momentum and more money to resolve.

You’ll either have to fix them before signing, or the sale and purchase agreement will need to address the issues.

Getting it right upfront helps the deal move faster and gives buyers more confidence in the business.

This post was first posted on LinkedIn on 19 May 2025.

Linkedin Post
Partial Share Sales in Malaysia: What Sellers Need to Know About Guarantees

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 …

Linkedin Post
M&A Break Fees: Practical Constraints in Malaysia

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. …

Linkedin Post
M&A Disclosure Letter: DIY or Get a Lawyer?

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 …