Why the Details Matter
Whenever I encounter situations where work is done carelessly, whether because the person doing the work thinks no one will notice or is simply cutting corners, I’m reminded of a story about Steve Jobs. Walter Isaacson shared the story in Harvard Business Review and in his book: “As a young …
Legal Requirements for Allotment of Shares in Malaysia
M&A transactions often involve allotment of shares in a company. Understanding the legal requirements for allotment of shares is essential to ensure compliance and avoid potential disputes over the validity of allotment of shares. The following are the key steps for allotment of shares under the Companies Act 2016 (CA) …
The Mind That Never Rests
What does a corporate transactional lawyer do while waiting in the lift, at a restaurant counter or for coffee at a café? I read the licenses on display, check their validity periods, and scan for conditions. When I see certificates on the walls, I can’t help but examine them too. …
Learning to Appreciate the Small Things
One afternoon, I walked into the office, feeling unsettled after a discussion with another adviser. As I took my laptop from my bag and placed it on my desk, something caught my eye-a small handmade paper box, stapled at the sides, neatly holding some binder clips. The day before, I …
The ESG Challenge in M&A: Why It’s Harder Than You Think
1. Fragmented Laws ESG laws and regulations are fragmented, with no centralised framework. This makes tracking relevant requirements and ensuring compliance particularly challenging for companies. Conducting legal due diligence on ESG in M&A transactions which goes beyond obtaining a target company’s’ confirmation on compliance and getting real data may be …
ESG in legal due diligence for M&A transactions
As ESG considerations become increasingly prominent in the business landscape, it’s prudent to consider ESG in M&A legal due diligence. Below are the key legal requirements and corporate governance code to consider in relation to ESG in M&A legal due diligence: Environmental 1. Environmental Quality Act 1974 (EQA) The EQA, …
Three Purposes of Representations and Warranties in M&A SPAs
When I first started in M&A, I found drafting and negotiating representations and warranties to be one of the most daunting aspects of the process. These clauses, often included in a long schedule towards the end of the sale and purchase agreements, are usually closely scrutinised by both parties’ legal …
What keeps you going?
What keeps you going? What keeps you thriving in corporate practice? What motivates you to work day and night? I get asked these questions from time to time, and twice in the past few days. Sorry to disappoint, but I don’t have a grand or inspirational answer. For me, it’s …
Why have a shareholders’ agreement?
Why have a shareholders’ agreement? Why not just rely on the company’s constitution? A shareholders’ agreement governs the relationship (1) between shareholders themselves; and (2) between the shareholders and the company (if the company is a party to the shareholders’ agreement). Three reasons to have a shareholders’ agreement when there …
How to Prevent Earn-Out Disputes in M&A Deals
1. Set rules for how business should be managed after completion In M&A deals with earn-out provisions, sellers often continue to run the business of the target companies after completion. Sellers are incentivized to maximise the profits of the target companies to meet the performance targets for the earn-outs. However, …