Seeing things through the legal lenses
I see things through legal lens too much sometimes. I came across an article on The Edge relating to building structures without proper approval in the context of climate change. I thought of IPO issues. 😅 Some business owners may not realise the issues relating to the buildings owned or …
Pre-IPO restructuring: Declaration of director’s interest
Prior to an IPO, it is common for promoters of IPO to restructure the assets, business or corporate structure of the group of companies undertaking the IPO i.e. the listing group. The promoters are usually the owners of the assets and business as well as the shareholders and directors of …
The Authentic Lawyer Manifesto
I have been told a few times that I am too idealistic. I have always thought that maybe I should just keep my idealistic thinking to myself and do it my own way, however futile that may be… …until I read The Authentic Lawyer Manifesto by Build Your Book. It articulates …
Consider these when drafting representations and warranties for M&A transactions
As a junior lawyer, the schedule on representations and warranties given by sellers (“R&W”) was the part I disliked the most when drafting sale and purchase agreements for M&A transactions. I think it is safe to say that M&A lawyers don’t draft R&W from scratch. Usually there are precedents to …
Why not?
Can I study law? Can I study overseas? Can we (my family) afford the tuition fees? Can I get a place for pupillage? Can I be a lawyer? Can I be a senior associate? Can I be a partner? Over the course of my career, these are the questions I …
Using checklist to improve your work
My checklist when reviewing a draft circular or other submission document for a corporate exercise looks something like this: 1. Review my team member’s comments on the draft document as I peruse the draft document. 2. Add on my comments. 3. Once I have reached the end of the draft, …
What to look out in due diligence on material contracts
Investors who want to subscribe for shares or acquire shares of private companies from another shareholder should consider conducting legal due diligence on the companies before their investments. One key aspect of legal due diligence are material contracts of the companies. Legal due diligence on material contracts allows the investors …
Seek progress, not perfection
In the first few years of my practice, I was reluctant to introduce myself as a lawyer. In my mind back then, lawyers were supposed to be smart, looked the part and knew answers to all legal questions. I didn’t feel that way about myself. There was also fear that …
Exclusivity in M&A negotiation
Today’s post is on exclusivity when negotiating an M&A deal. If you are a buyer entering into a negotiation to acquire business or shares of a company, you would want to ensure that you do not incur costs during the negotiation only for the seller to end the negotiation and …
Searches to verify existence of companies
When a buyer acquires a company, a basic but important aspect of due diligence is to ensure the company is properly incorporated under the relevant laws and validly existing. Other than the usual company search with the Companies Commission of Malaysia (“CCM”) and winding up search with the Malaysian Department …