The Kindness That Stays, 20 Years On
I last saw them in 2007. They are two kind souls who made my years studying in the UK such a beautiful chapter in my life. I have been thinking about them lately and finally reached out after all these years. Whenever I look back on my time in the …
Why M&A Deals Fail
As an M&A lawyer, most of my time goes into the legal documents – drafting and negotiating agreements, representations, warranties, conditions precedent, etc. However, the deals I have seen delayed or aborted were not because of legal documents. A deal was aborted when geopolitical tension escalated while parties were going …
When a Seller is Paid in Shares, Instead of Cash
In an M&A transaction, a buyer which is also a company may offer to pay by issuing its own shares to the seller, instead of paying in cash. How is this different compared to a cash deal? The seller is not just selling. The seller is also “buying” into the …
Declining Sales: Must the Seller Tell the Buyer in an M&A Deal?
A seller signed a share sale and purchase agreement (SPA) to sell shares in two companies. Before completion of the SPA, he found out that sales to two of the companies’ major customers were declining. Should he inform the buyer, or not? He chose not to inform the buyer. In …
How Do You Deal with an Expired Licence in an M&A Deal?
In an M&A deal, the buyer’s lawyer discovered that one of the target company’s licences had expired. The seller’s lawyer tried to down risk the issue and said it could be renewed after completion. The buyer’s lawyer flagged the potential penalties – imprisonment and fines for each day of continuing …
Can You Rely Entirely on CCM Search?
“CCM search has the information.” This was the suggestion given to me as a quick way to complete the corporate information aspect of legal due diligence. There are situations where a search from the Companies Commission of Malaysia (CCM) may be sufficient: where the client understands the limitations of a …
A Little Kindness Goes a Long Way
In a profession where I am constantly analysing, justifying, explaining and negotiating, not for myself, but for clients and team members, every little kindness goes a long way. To the stranger who helped me press the lift button while I was carrying a heavy box, thank you. A client replied …
Minority shareholders, is failure to secure a board seat always a loss?
I used to think board observer rights were simply a compromise for minority shareholders who do not have enough bargaining power to secure a board seat. I recently came across a perspective that changed my mind. For some investors with interests across various portfolio companies, board observer rights may actually …
Have Shares Actually Been Transferred?
This question comes up often in share transfers. The register of members, not the share certificate, is proof of legal ownership of shares. In fact, issuance of share certificate is not mandatory unless the company’s constitution provides for it or a shareholder requests it. In a recent share transfer I …
Reflections of a Lawyer: Time with Family
During her visit in KL, my mom asked another family member to call me when I was still not home past 9 pm after a work meeting. I found it rather amusing. I’m an adult and have lived away from her for decades. Over time, I suppose I’ve gotten used …