Which salient terms of contracts should be disclosed in prospectuses and circulars?
Disclosure of salient terms of certain contracts is required in prospectuses and circulars to shareholders of public listed companies in Malaysia for specific corporate exercises. When determining which contract provisions should be included as salient terms, consider the following: 1. Identify Governing Laws Identify the relevant laws that govern the …
What information can you get from directors’ and shareholders’ minutes/ resolutions?
During legal due diligence for a corporate exercise, review the resolutions and minutes books of a target company for the following: Were shares properly issued with shareholders’ approval? Did the company circulate its annual financial statements to shareholders? Have the directors approved any unusual dividends? Where a director is interested …
How do you assess risk in legal due diligence?
When I started out as a corporate lawyer, the most difficult part of legal due diligence was not the voluminous review of documents and preparation of reports. Some clients or instructing counsels prefer a summary of legal issues with a significance rating for each issue in legal due diligence reports. …
What is one basic skill for legal due diligence?
I think it’s the ability to spot inconsistencies in the information provided and ask follow up questions. Here are a few examples: 1. The Phantom Employees The target company’s representatives claimed that there were no employees in a seemingly dormant company. Yet, its audited accounts showed salaries and wages being …
Post-Completion Integration in M&A: Key Considerations
Ever had an M&A deal stretch over a year due to integration issues? I learned a few lessons from such an experience. Despite the simplicity of the transaction, negotiations were protracted, driven by approvals needed from various departments within the corporate buyer. The acquisition involved a larger corporation acquiring a …
The Weight of Responsibility
A peer once told me that our work is stressful because it requires us to be right all the time. The cost of getting things wrong is high. The work we do doesn’t save lives, but it does have an impact on others’ livelihoods. We assist corporations with buying and …
𝗖𝗮𝗻 𝗖𝗼𝗿𝗽𝗼𝗿𝗮𝘁𝗲 𝗧𝗿𝗮𝗻𝘀𝗮𝗰𝘁𝗶𝗼𝗻𝘀 𝗕𝗲 𝗙𝘂𝗻?
While working on corporate transactions can be demanding, I often wonder if it’s possible to truly enjoy the process, not just the celebrations after the transactions are completed. I find it becomes more enjoyable when: ◼️ The team shares the same goal. ◼️ Everyone involved in the transactions is …
Consider this when deciding whether to use earn-outs in M&A transactions
An earn-out bridges the gap between the seller’s and the purchaser’s perception of the value of a target company. If the target company achieves the agreed metrics or milestones, the seller stands to receive more than the initial purchase price. However, the incentive to be paid more (from the seller’s …
Give your team the space to struggle
Many years ago, I walked into a junior colleague’s cubicle and saw him “buried” amidst stacks of documents. There were piles of documents stacked on the floor, spilled across his desk, and lined the shelves. He smiled while we chatted, but I could see he was stressed. That image stayed …
Managing Bill Collection in the Legal Profession
I’m glad someone is talking about this essential though not so glamorous side of legal practice—bill collection. Our payment term is 30 days, and I send periodic reminders if an invoice isn’t settled on time. No client has ever said, “Don’t worry, you can take more than 30 days to …