How difficult is it to draft and review resolutions?
Not that difficult if you are preparing from a template and blissfully unaware of what you don’t know. Not that difficult if you know which provisions in the Companies Act 2016 of Malaysia apply. Drafting and reviewing resolutions is an integral part of corporate transactions. It’s crucial to have a …
How to Draft Clear and Effective Conditions Precedent in M&A Transactions
The fulfilment of conditions precedent in an M&A transaction signifies that a sale and purchase agreement has become unconditional and the parties are obliged to complete the transaction. Failure by any party to complete the transaction after conditions precedent are fulfilled usually results in that party being liable to compensate …
Lawyering: Focus on what’s within control
When conducting legal due diligence for M&A or other corporate exercises, despite thorough planning, I often find my team under time pressure. This is due to the narrow window between receiving the necessary information from the relevant parties and our delivery deadline. I’m often asked when we can provide our …
Legal due diligence challenges
“Am I too optimistic or is the other adviser too pessimistic?” I wondered after concluding a call with an adviser who had ranted about due diligence issues. Due diligence can indeed be frustrating for all parties involved. For the management of the target company tasked with responding to due diligence …
Manage workflow-don’t make others wait indefinitely
My colleague prevented me from inadvertently voting for “I prefer to work than going on the Firm’s trip”. Our Sports Committee sent an internal email to everyone at Tay & Partners to vote for our preferred destination for our firm’s annual trip. Failure to vote would be deemed as preferring …
M&A: Categorising Seller’s Representations and Warranties
M&A: Categorising Seller’s Representations and Warranties (particularly if you don’t have Representation & Warranty Insurance) The representations and warranties (R&W) given by a seller in an M&A sale and purchase agreement (“Seller’s Warranties”), if breached, may affect the M&A transaction to varying degrees. It is worthwhile categorising the Seller’s Warranties …
Do regulators really impose penalty for “administrative breach” of the Companies Act in Malaysia?
When non-compliance with laws is discovered during legal due diligence, clients often ask about potential penalties. Some common instances of non-compliance encountered in legal due diligence include administrative aspects of running a company, such as failure to: lodge statutory forms with the Companies Commission of Malaysia within the prescribed period …
Saying “No” to do better
I bought this book to seek solace during a period when I was up to my neck in running corporate transactions simultaneously, each with pressing deadlines. When working as part of a group of advisers for a mutual client’s corporate exercise, no adviser wants to be the one to drop …
Three Key Points for Company Constitutions
We are often asked by corporate clients to review template company constitutions to ensure compliance with Malaysian laws. Although some clauses in these templates may comply with the laws, they may not always reflect the clients’ intention. The following are three common issues I encounter: 1. Waiver of pre-emption right …
What should purchasers consider in M&A transactions?
Other than the purchase price, what should purchasers consider in M&A transactions? In M&A deals, purchasers should consider aspects beyond the purchase price that could impact their acquisitions. The following are three factors to consider: 1. Guarantee for the target’s borrowing If the target has financing facilities guaranteed by the …