Three stages in drafting M&A SPA
I learn drafting sale and purchase agreement (SPA) for M&A in the “traditional” manner. This is probably how instructions are given to associates when they are asked to draft SPA. *** We are acting for ABC who wants to buy/sell shares in XYZ Company. [Some briefing on the transaction.] Please …
What is it like to be a corporate lawyer?
Someone asked me whether being in corporate practice is less stressful and less hectic than being in litigation practice. I think this kind of generalisation is not particularly helpful. Different law firms have different cultures and expectations of their lawyers. Clients’ demand would also determine whether a particular project or …
Planning for ECM transactions
My friends and I used to joke that working as lawyers in equity capital markets (ECM) practice means chasing after people and being chased by other people for our respective deliverables. There is a workflow process for ECM transactions such as rights issue and IPO. Principal advisers would usually provide a timetable …
“Fundamental” representations and warranties in M&A
Today’s post is on creating a category of ‘fundamental representations and warranties’ given by sellers in sale and purchase agreements (SPAs) for M&A transactions. It is common for sellers to give representations and warranties for the benefit of buyers in M&A transactions. Instead of negotiating heavily on the representations and …
Be clear with timeline in M&A SPA
Today’s post is on interpretation of time in a sale and purchase agreement for M&A transaction. Consider the following clause: “The Seller shall fulfil the Conditions Precedent no later than 90 days from the date of this Agreement.” Questions for you to consider: 1. Do the 90 days stated in …
Define terms in M&A SPA to avoid dispute
Today’s post is on some of the terms used in sale and purchase agreements for M&A transactions. The following terms are open to interpretation if used in agreements without being defined: 1. Family Does “family” mean immediate family or extended family? Do the parties to the agreements intend for the …
IPO and listing process in Malaysia
Today’s post is on the IPO and listing process for the Main Market and ACE Market of Bursa Malaysia. The question that founders and promoters frequently ask in an IPO is: 𝘞𝘩𝘦𝘯 𝘸𝘪𝘭𝘭 𝘵𝘩𝘦 𝘢𝘱𝘱𝘭𝘪𝘤𝘢𝘵𝘪𝘰𝘯 𝘧𝘰𝘳 𝘵𝘩𝘦 𝘐𝘗𝘖 𝘣𝘦 𝘴𝘶𝘣𝘮𝘪𝘵𝘵𝘦𝘥? Submission sets the IPO process in motion. The diagram below …
Three mistakes to avoid when drafting defined terms
I remember the difficulties I had in drafting defined terms for contracts in drafting class. I tried to be as precise as possible. I fretted over where to place (“[defined term]”) in a contract. The meaning might change depending on where I put (“[defined term]”) within a sentence. In actual …
What does a corporate lawyer do?
Some of my close friends do not know what I do for a living. They know I am a lawyer. I think they know I am a corporate lawyer. But they have no idea what I do exactly. They are not in the legal profession. Tell them my practice areas …
Target company in due diligence should avoid these
When public listed companies undertake corporate exercises, one of the key concerns is the timing for completion of the corporate exercises. Timing is particularly important when PLCs are raising funds through corporate exercises such as rights issues and IPOs as these are subject to market conditions. If the information provided …