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 …
How buyers could secure claims in M&A transactions
Today’s post is on how a buyer may “secure” warranty and indemnity claims in M&A transactions. If the buyer is unable to recover damages from the seller for any warranty or indemnity claim due to the seller’s financial position, well-drafted clauses would not be much use to the buyer. If …
Linkedin survey on challenges on identifying salient terms
I remember my first legal due diligence. I was roped in to assist my colleagues as the data room for the legal due diligence was about to close. I was asked to get a laptop from the IT personnel and given an address to go to. I met my colleagues …
Key milestones for M&A transactions
A question was posed on a M&A transaction I was working on. Can the sale and purchase agreement be completed soon after the legal due diligence on the target company is completed? The short answer is “It depends”. There are things which are within lawyers’ control such as when draft …
Conversion features of preference shares
Today’s post is on conversion features of preference shares. Preference shares may be converted to ordinary shares if the terms of preference shares provide for conversion. When drafting conversion rights of preference shares, consider setting out the following: 1. Whether the company or the preference shareholders have the right to …
“Interest” in related party transactions
For related party transactions, public companies which are listed on Bursa Malaysia are required to do various disclosure and seek shareholders’ approval. For those who have the experience of decoding the definition of “related party transaction” in the Listing Requirements, the term may seem like pieces of jigsaw puzzle to …
My journey as a lawyer
This month marks the 13th year of my admission to the Malaysian Bar. On paper, my journey has been rather linear. However, it was a journey I almost didn’t take. My journey brought me from a small town to the capital of Malaysia for my A-levels, to Sheffield, UK for …