What does ESG mean for listed companies?
The updated Malaysian Code of Corporate Governance (“MCCG“) recognises that sustainability and its underlying environmental, social as well as governance (“ESG“) issues are becoming increasingly material to the ability of companies to create durable and sustainable value for their stakeholders. The updated MCCG introduces the following best practices in respect …
Provision of Financial Assistance by PLC
*Scenario* A public company listed on Bursa Malaysia (seller) disposes some of its shares in its wholly owned subsidiary which is not listed (target company). After completion of the disposal, the target company will become an associated company of the seller. There is an existing guarantee given by the seller as security …
Basis for pricing in M&A transactions
As a buyer, there may be a price or earnings multiple or other basis which you use to value the business or company that you buy. In such instance, you may want to consider including a clause in the sale and purchase agreement to state that the parties acknowledge that …
What lessons can we draw from games?
In video games, there is a system of levels. Players have to clear Level 1 before they move on to Level 2 and so on. In the book “The Power of Moments”, Chip Heath and Dan Heath referred to Steve Kamb’s book titled “Level Up Your Life”. Steve Kamb used …
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: An alternate director is subject to the same statutory and fiduciary duties as a director when carrying out his/her functions as an alternate. An alternate director …
How does a buyer ensure the shares that the buyer acquires in a company are free from liabilities which the buyer doesn’t intend to assume?
The first step is conduct due diligence to find out red flags about the company. The scope of due diligence depends on the buyer’s risk appetite and the size of the deal. Due diligence may include legal, financial, operational and tax matters. Once the issues arising from the due diligence …
Seller’s verbal representations in M&A transaction
As a buyer, do you rely on verbal representations made by the seller before you engage your lawyer? In a sale and purchase of shares or assets, the seller and buyer may have been negotiating the deal for some time before they engage their respective lawyers to draft the sale …
How to reduce stress on completion of corporate exercise
As a corporate finance lawyer, it is common to have to review several rounds of draft announcement for corporate exercises at short notice. Rushing through lunch or being called in the middle of a meeting to review a draft announcement is also quite common. Public listed companies are required to …
Factors to consider for appointment of independent director
The following are some factors to consider when selecting candidates to be independent directors of a public listed company in Malaysia • Whether the proposed independent director complies with the requirements within the “independent director” definition in Chapter 1 of the Listing Requirements, read together with PN 13 of the …
Sometimes I forget
Sometimes I forget that the other person working on a file with me is a beginner. I made the same wrong assumption I have observed in other senior lawyers. I assumed the person delegated with a task knew how to do it without checking with that person. I asked a …