What to consider when negotiating sale and purchase of business
Today’s post is on matters to consider when negotiating M&A deals, in particular during times of uncertainty. Parties may want to consider the following: 1. Whether to include price adjustment based on agreed parameters. Price adjustment is relevant if the value of the target company at the execution of the …
Directors’ and shareholders’ powers
Ever wonder which corporate actions require board of directors’ approval and which require shareholders’ approval? This depends on the division of management powers between directors and shareholders of a company. Sources of powers The main sources which set out and divide the management powers between directors and shareholders are as …
How to verify allotment and issuance of shares
Investors who want to invest in a company in Malaysia would want to know that the issuance and allotment of the shares in a company since incorporation have been duly authorised and lodged with the Registrar. What do you need to check to verify that? The documents you need to …
The Practice
I am taking a page out of Seth Godin’s book “The Practice: Shipping Creative Work”. According to the book, the image below is a meme based on an old comic instruction manual on how to draw an owl. Step 1: Draw two ovals and a line. Step 2: Draw the …
Seeing things through the legal lenses
I see things through legal lens too much sometimes. I came across an article on The Edge relating to building structures without proper approval in the context of climate change. I thought of IPO issues. 😅 Some business owners may not realise the issues relating to the buildings owned or …
Pre-IPO restructuring: Declaration of director’s interest
Prior to an IPO, it is common for promoters of IPO to restructure the assets, business or corporate structure of the group of companies undertaking the IPO i.e. the listing group. The promoters are usually the owners of the assets and business as well as the shareholders and directors of …
The Authentic Lawyer Manifesto
I have been told a few times that I am too idealistic. I have always thought that maybe I should just keep my idealistic thinking to myself and do it my own way, however futile that may be… …until I read The Authentic Lawyer Manifesto by Build Your Book. It articulates …
Consider these when drafting representations and warranties for M&A transactions
As a junior lawyer, the schedule on representations and warranties given by sellers (“R&W”) was the part I disliked the most when drafting sale and purchase agreements for M&A transactions. I think it is safe to say that M&A lawyers don’t draft R&W from scratch. Usually there are precedents to …
Why not?
Can I study law? Can I study overseas? Can we (my family) afford the tuition fees? Can I get a place for pupillage? Can I be a lawyer? Can I be a senior associate? Can I be a partner? Over the course of my career, these are the questions I …
Using checklist to improve your work
My checklist when reviewing a draft circular or other submission document for a corporate exercise looks something like this: 1. Review my team member’s comments on the draft document as I peruse the draft document. 2. Add on my comments. 3. Once I have reached the end of the draft, …