M&A: More than just business
The days leading up to the signing of an M&A SPA are usually intense, with negotiations and amendments at the eleventh hour. Working around the clock is almost a given. Even when a vendor and purchaser think they have reached an understanding, it may not be the same understanding. Our …
M&A: Retention of Key Personnel
A buyer who acquires a company may want to ensure that the key personnel of the company will continue to provide their expertise to the company post-acquisition. Typically, the sale and purchase agreement (“SPA”) would provide for the vendor to deliver the duly executed employment or service contract between the …
Of due diligence and verification meeting
One of the lines which a corporate lawyer probably say most often at the start of a verification meeting for a corporate exercise is to remind the clients and the rest of the due diligence working group that all the information in the prospectus or circular for the corporate exercise …
Seller’s Representations and Warranties in M&A: Three Things to Avoid
1. Representations and warranties about the future. The seller should avoid providing representations and warranties in respect of future events due to uncertainty about the future. Further, after the seller disposes of the seller’s shares, the seller may no longer be in control of the target company and hence, not …
The Guidelines on Conduct of Directors of Listed Corporations and Their Subsidiaries
The Securities Commission of Malaysia (“SC“) has issued The Guidelines on Conduct of Directors of Listed Corporations and Their Subsidiaries pursuant to the the Securities Commission Act 1993. The guidelines is a restatement of the standards that are expected of directors as fiduciaries. The effect of the guidelines is that …
“Yes” or “That’s right”?
I started reading “Getting to Yes: Negotiating Agreement Without Giving In” by Roger Fisher, William L. Ury and Bruce Patton. I got past the first 60 pages. Then life got in the way and I got distracted until I came across another book on negotiation. Admittedly, I was more interested …
Key milestones for mergers and acquisitions (“M&A”)
1. Due diligence A seller may allow a buyer and its advisers to conduct due diligence on the target company or target asset up to a cut-off date. This is the process of finding out whether there is any major issue which may affect the M&A transaction or the buyer’s …
Proposed changes to the ACE Market IPO process
Bursa Malaysia Securities Berhad (“Exchange”) has issued Consultation Paper No. 2/2021 on 3 August 2021 to seek public feedback on the proposed changes to the ACE Market IPO process. The diagram above, as extracted from the Consultation Paper, shows the current ACE Market IPO process and the proposed changes to …
Related party transaction: What is “interest”?
For those who have the experience of trying to decode the definition of “related party transaction” in the Listing Requirements, the term may seem like pieces of jigsaw puzzle to be put together. Under the Main Market Listing Requirements (“MMLR”) and ACE Market Listing Requirements (“AMLR”), “related party transaction” means a transaction …
Buyer beware: How to address issues on assets or company
Let the buyer beware Under the law, there is a principle known as “let the buyer beware” or “caveat emptor” which generally means that buyer purchases at the buyer’s own risk. The principle places the onus on the buyer to conduct due diligence before making a purchase. A prudent buyer typically carries out due diligence …