Lawyering

Being a corporate lawyer

Working on corporate transactions in a legal career can be pretty stressful. It’s often a race against time while ensuring accuracy in identifying material issues and drafting high-stakes provisions with clarity. Many lawyers have heard how a missing or misplaced comma can cost companies millions. Many late nights and weekends …

Due Diligence

Legal Due Diligence: Understand the Business Nature and Regulatory Framework

Here’s how I conduct legal due diligence. Before diving into drafting the sale and purchase agreement for an M&A transaction, it makes sense to first understand the business of the target company and the regulatory framework in which it operates. Consider the following: 1. Business Activities What are the principal …

Company Law

Frequently referred to provisions in Companies Act for corporate transactions

When I tell people that I’m a lawyer, they often respond with, “Oh, you must have a good memory. That’s so much to memorise.” I believe it’s more important to understand and apply the law rather than memorise it. After all, you can always refer to online resources or statute …

Due Diligence

Connecting the Dots in Legal Due Diligence

Part of due diligence skills lies in organising documents in a way that allows you to connect the dots. If a legal due diligence exercise spans more than a few months, it’s essential to have a system for tracking the documents you have reviewed. It can be frustrating when the …

Lawyering

Be fair to lawyers

When I sent my car for repair, I paid a deposit for the mechanic to diagnose the issue. Once the issue was identified, I was provided with a fee quote. After agreeing to the fee quote, I was asked to pay 50% of the charges upfront before any further work …

Mergers and Acquisitions

M&A: Start by Asking for the Reason

During initial discussions with clients who are seeking to undertake acquisitions, it is useful to start by asking their reason for acquiring a particular company or business. Understanding the underlying motivation behind the clients’ decision for their acquisitions helps to achieve the following: (a) direct focus to what matters most …

Linkedin Post

Three Legal Developments in Malaysia for M&A Transactions

If you’re interested in sale and purchase of shares of companies in Malaysia, three significant legal developments are worth noting: 1. Beneficial Ownership Reporting Requirements The Companies Act 2016 has been amended on 1 April 2024 to introduce beneficial ownership reporting requirements. Companies have a 3 months’ time frame from …

Equity capital markets (ECM)

IPO: Consider this before converting a private company to a public company

For IPO exercise in Malaysia, the following usually takes place before submission of the IPO application to the authorities: conversion of the holding company (Listco) from a private company to a public company (Conversion); the Listco enters into agreements with promoters to acquire their shares in the proposed subsidiaries to …

Lawyering

Integrity in pricing

I attempted to negotiate a discount with my dentist only to be met with a firm response regarding their fixed price. The justification given was that the clinic had incurred expenses in acquiring equipment to enhance services provided and it’s the same price for everyone for the same services. I …

Company Law

Beneficial ownership reporting framework: What does this mean for M&A transactions in Malaysia?

On 1 April 2024, the reporting framework for beneficial ownership of companies came into force in Malaysia through the following: amendment to the Companies Act 2016 (CA 2016) (1) Guidelines for the Reporting Framework for Beneficial Ownership of Companies (BO Guidelines); and (2) case studies issued by the Companies Commission …