M&A due diligence: Charge over shares
One of the objectives in M&A due diligence is to ascertain that the seller has good title to the sellerโs shares in the target company. This include verifying whether any charges or encumbrances have been created over those shares. Three ways to do this: 1. Include questions in the legal …
Three things to consider when appointing independent director of PLC
Assessment of a candidate for the role of an independent director of a public listed company (โ๐ฃ๐๐โ) is important and requires extensive due diligence, in particular for a company which is undertaking an IPO exercise. The following are 3 things to consider when assessing a candidate for the role of …
Directors to declare their interest in contracts
Non-declaration of directorโs interest in contracts is a common issue encountered when reviewing directorsโ resolutions in the course of legal due diligence for M&A or IPO exercise. ๐๐ผ๐บ๐บ๐ผ๐ป ๐๐ฐ๐ฒ๐ป๐ฎ๐ฟ๐ถ๐ผ X is a director and shareholder of Company A as well as Company B. Company A and Company B enter into …
Three things to take note of in shareholders’ agreement
Shareholdersโ agreement is a common agreement in an M&A transaction where there is more than one shareholder in the target company after completion of the transaction. The following are three requirements under the Companies Act 2016 of Malaysia (โ๐๐โ) to take note of when preparing a shareholdersโ agreement: 1. Save …
The word “from” in contracts
Early in my career, an investment banker asked me how to calculate the number of days specified in a sale and purchase agreement for an M&A transaction. The agreement required Party A to do something not later 30 days from [specified date]. Does the 30 days include the specified date …
What purchasers’ legal counsel look out for in M&A due diligence on contracts
When conducting legal due diligence on contracts entered by a target company in an M&A transaction, the following are some of the provisions to look out for in the contracts: 1. Whether the counterparties may unilaterally terminate the contracts or terminate the contracts upon certain events triggered by the M&A …
Practical empathy
Practical empathy. ๐๐ฉ๐ฆ ๐ด๐ฌ๐ช๐ญ๐ญ ๐ฐ๐ง ๐ถ๐ฏ๐ฅ๐ฆ๐ณ๐ด๐ต๐ข๐ฏ๐ฅ๐ช๐ฏ๐จ ๐ต๐ฉ๐ข๐ต ๐ฑ๐ฆ๐ฐ๐ฑ๐ญ๐ฆ ๐ฅ๐ฐ๐ฏโ๐ต ๐ฌ๐ฏ๐ฐ๐ธ ๐ธ๐ฉ๐ข๐ต ๐บ๐ฐ๐ถ ๐ฌ๐ฏ๐ฐ๐ธ, ๐ฅ๐ฐ๐ฏโ๐ต ๐ธ๐ข๐ฏ๐ต ๐ธ๐ฉ๐ข๐ต ๐บ๐ฐ๐ถ ๐ธ๐ข๐ฏ๐ต, ๐ฅ๐ฐ๐ฏโ๐ต ๐ด๐ฆ๐ฆ ๐ธ๐ฉ๐ข๐ต ๐บ๐ฐ๐ถ ๐ด๐ฆ๐ฆ. ๐๐ฉ๐ฆ๐บ ๐ฉ๐ข๐ท๐ฆ ๐ข ๐ฏ๐ฐ๐ช๐ด๐ฆ ๐ช๐ฏ ๐ต๐ฉ๐ฆ๐ช๐ณ ๐ฉ๐ฆ๐ข๐ฅ ๐ต๐ฉ๐ข๐ตโ๐ด ๐ฅ๐ช๐ง๐ง๐ฆ๐ณ๐ฆ๐ฏ๐ต ๐ต๐ฉ๐ข๐ฏ ๐ต๐ฉ๐ฆ ๐ฏ๐ฐ๐ช๐ด๐ฆ ๐ช๐ฏ ๐บ๐ฐ๐ถ๐ณ ๐ฉ๐ฆ๐ข๐ฅ ๐ข๐ฏ๐ฅ ๐ต๐ฉ๐ข๐ตโ๐ด ๐ฐ๐ฌ๐ข๐บ. I heard Seth Godin mentioned something along these lines …