Drafting

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 …

Due Diligence

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 …

Lawyering

Practical empathy

Practical empathy. π˜›π˜©π˜¦ 𝘴𝘬π˜ͺ𝘭𝘭 𝘰𝘧 𝘢𝘯π˜₯𝘦𝘳𝘴𝘡𝘒𝘯π˜₯π˜ͺ𝘯𝘨 𝘡𝘩𝘒𝘡 𝘱𝘦𝘰𝘱𝘭𝘦 π˜₯π˜°π˜―β€™π˜΅ 𝘬𝘯𝘰𝘸 𝘸𝘩𝘒𝘡 𝘺𝘰𝘢 𝘬𝘯𝘰𝘸, π˜₯π˜°π˜―β€™π˜΅ 𝘸𝘒𝘯𝘡 𝘸𝘩𝘒𝘡 𝘺𝘰𝘢 𝘸𝘒𝘯𝘡, π˜₯π˜°π˜―β€™π˜΅ 𝘴𝘦𝘦 𝘸𝘩𝘒𝘡 𝘺𝘰𝘢 𝘴𝘦𝘦. π˜›π˜©π˜¦π˜Ί 𝘩𝘒𝘷𝘦 𝘒 𝘯𝘰π˜ͺ𝘴𝘦 π˜ͺ𝘯 𝘡𝘩𝘦π˜ͺ𝘳 𝘩𝘦𝘒π˜₯ π˜΅π˜©π˜’π˜΅β€™π˜΄ π˜₯π˜ͺ𝘧𝘧𝘦𝘳𝘦𝘯𝘡 𝘡𝘩𝘒𝘯 𝘡𝘩𝘦 𝘯𝘰π˜ͺ𝘴𝘦 π˜ͺ𝘯 𝘺𝘰𝘢𝘳 𝘩𝘦𝘒π˜₯ 𝘒𝘯π˜₯ π˜΅π˜©π˜’π˜΅β€™π˜΄ 𝘰𝘬𝘒𝘺. I heard Seth Godin mentioned something along these lines …

Article

M&A: Financial assistance

When structuring an M&A transaction, consideration should be given to laws relating to financial assistance which may have impact on the financing of the transaction. The laws of Malaysia relating to financial assistance is summarised below: A seller is not prohibited to provide financing to a buyer. The assets of …

Due Diligence

Three simple ways to enhance legal due diligence skills

1. Understand the scope of legal due diligence and work backward to establish what needs to be verified or reviewed. Sometimes, clients may decide on the scope of legal due diligence. For corporate exercises which require regulators’ approvals, the scope of legal due diligence must meet the requirements under the …

Linkedin Post

Indemnities and warranties in M&A transactions

A purchaser typically requires a seller to give indemnities and warranties to safeguard the purchaser’s interest in a share or asset purchase agreement. From the purchaser’s perspective, there are some advantages of having indemnities over warranties, including the following: 1. The seller may be able to avoid liability under warranties …

Company Law

Shareholders’ prior approval required for allotment of shares

The consequence of not getting shareholders’ prior approval for allotment of shares (if the approval is required under the Companies Act 2016 of Malaysia) could be severe. Therefore, if the scope of due diligence for an M&A transaction includes verifying shares in the target company have been duly allotted, the …

Company Law

What are the legal requirements to transfer shares of a Malaysian company?

It’s a question that foreign counsels ask in every cross-border M&A transaction involving a Malaysian company. What are the legal requirements to transfer shares of a Malaysian company? The requirements are as follows: 1. Directors of the company to pass directors’ resolution to approve (1) the registration of the transferee …

Equity capital markets (ECM)

Do you understand why we are doing it this way?

An investment banker once told me this: β€œI am happy to share credit with my team members for a job done well. But if anything goes wrong, it will be my responsibility. It will be on me.” The investment banker shared a story on how requests to other team members …

Directors

Liabilities of alternate director

Do you know that you are subject to the same directors’ liabilities under the Companies Act 2016 when you agree to act as alternate director? Anyone who consents to act as an alternate director should also understand the implication of doing so. Some points to note on alternate director: β€’ …