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 …
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. …
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 …
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’ …