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 …
Deciding on practice areas
I decided early in my career that I would not go into practice areas which are more “personal”. Corporate laws seemed to be a more neutral choice. I probably got this wrong. *** I do not know of any lawyer who enjoys setting out tedious information on target companies in …
Be careful with the word “notwithstanding”
Be careful when using the word “notwithstanding” in an agreement. Say you are preparing a supplemental agreement to substitute a clause. The substitution clause set out the rights of holders of a class of shares. You double check and triple check the substitution clause to ensure it contains all the …
All in a day’s work of a M&A lawyer
One of the M&A negotiations I had took place during a fire drill. We were not notified in advance that there would be a fire drill in our office building that day. My colleague and I were in the midst of a con call when the fire alarm went off. …
Representations and warranties seller should avoid
Today’s post is on some of the representations and warranties a seller should avoid giving in a M&A transaction. 1. Representations and warranties about the future The seller should avoid providing representations and warranties in respect of future events if there is uncertainty about the future. Further, after the seller …