Today’s post is about disclosure letter in M&A transactions. A disclosure letter is an important document in an M&A transaction, but it probably does not receive as much attention from the parties involved as the sale and purchase agreement (SPA). A disclosure letter is a document from a seller to a buyer which sets out exceptions to the representations and warranties …

Out of the 851 Malaysian public-listed companies (PLCs) assessed by the Minority Shareholders Watch Group (MSWG) in its corporate governance assessment in 2020: • 220 PLCs have no female board representation (25.9%) • 370 PLCs have at least one woman director (43.5%) • 142 PLCs have at least 30% women on their …

Some of the key terms of preference shares to consider include: 1. Number of preference shares to be issued 2. Issuance price 3. Dividend -Rate of dividend -Whether dividend is cumulative -Time for dividend payment 4. Tenure of preference shares Whether the preference shares will be converted to ordinary shares …

Some companies prefer to raise funds by issuing preference shares instead of issuing ordinary shares or getting loans for the following reasons: 1. Issuance of preference shares allows the companies to raise funds without affecting the voting powers of the existing ordinary shareholders. Unlike ordinary shares, preference shares carry limited …

For anyone looking to include arbitration clause in agreements for arbitration in Malaysia, you may want to consider adopting the following model arbitration clause under the AIAC Arbitration Rules 2021: “𝘈𝘯𝘺 𝘥𝘪𝘴𝘱𝘶𝘵𝘦, 𝘤𝘰𝘯𝘵𝘳𝘰𝘷𝘦𝘳𝘴𝘺, 𝘥𝘪𝘧𝘧𝘦𝘳𝘦𝘯𝘤𝘦 𝘰𝘳 𝘤𝘭𝘢𝘪𝘮 𝘢𝘳𝘪𝘴𝘪𝘯𝘨 𝘰𝘶𝘵 𝘰𝘧 𝘰𝘳 𝘳𝘦𝘭𝘢𝘵𝘪𝘯𝘨 𝘵𝘰 𝘵𝘩𝘪𝘴 𝘤𝘰𝘯𝘵𝘳𝘢𝘤𝘵, 𝘪𝘯𝘤𝘭𝘶𝘥𝘪𝘯𝘨 𝘵𝘩𝘦 𝘱𝘦𝘳𝘧𝘰𝘳𝘮𝘢𝘯𝘤𝘦, 𝘣𝘳𝘦𝘢𝘤𝘩, 𝘵𝘦𝘳𝘮𝘪𝘯𝘢𝘵𝘪𝘰𝘯 𝘰𝘳 …