𝗜𝗻𝗳𝗼𝗿𝗺𝗮𝘁𝗶𝗼𝗻 𝘄𝗵𝗶𝗰𝗵 𝗯𝘂𝘆𝗲𝗿 𝗰𝗮𝗻 𝗴𝗲𝘁 𝗳𝗿𝗼𝗺 𝗱𝗶𝗿𝗲𝗰𝘁𝗼𝗿𝘀’ 𝗮𝗻𝗱 𝘀𝗵𝗮𝗿𝗲𝗵𝗼𝗹𝗱𝗲𝗿𝘀’ 𝗺𝗶𝗻𝘂𝘁𝗲𝘀/𝗿𝗲𝘀𝗼𝗹𝘂𝘁𝗶𝗼𝗻𝘀 𝗼𝗳 𝘁𝗮𝗿𝗴𝗲𝘁 𝗰𝗼𝗺𝗽𝗮𝗻𝘆 • Whether shares have been properly issued with shareholders’ approval? • Has the target company circulated annual financial statements to shareholders? • Have the directors approved any unusual dividends? • Where a director is interested in a …

Instead of a full legal due diligence report which sets out salient terms of contracts entered by the target companies, some buyers prefer to have a red flag report, which only highlights legal issues. In respect of contracts entered by the target companies, a red flag report may cover the …

1. Boilerplate clauses in agreements are usually not controversial. Nothing that makes your eyes widen in surprise or your heart skips a beat. Notice provisions with the header “NOTICE” towards the end of agreements usually set out the mode of serving notice, the timeline by which notice is deemed to …

I get a bit skeptical when interviewees or junior lawyers say they enjoy doing legal due diligence work. My first reaction would be, “Really?” Is it possible to enjoy doing legal due diligence work? The volume of documents to be reviewed, tight deadlines, amount of effort required to get complete …

“We do not require any licence for our business.” Sometimes I get the above reply in response to questions about licences held by companies which I am conducting legal due diligence on. Usually these are companies carrying on business that are outside the sectors regulated by the Malaysian government. Nonetheless, …

In legal due diligence exercise, it is easy to get lost in all the details, especially when there are urgent deadlines and voluminous documents to be reviewed. Some errors in legal due diligence reports are obvious when you take a step back and apply common sense. It doesn’t make sense …

The most difficult part of legal due diligence when I started out as a corporate lawyer was not the voluminous review of documents and preparation of reports. The most difficult part was to rate the risks relating to the issues identified during the legal due diligence exercise. Some clients or …

Part of legal due diligence includes spotting inconsistencies in the information provided for legal due diligence. *** For example, the representative of the target company replied that the company does not have any employee in response to questions in the due diligence questionnaire about employment. However, there is information about …

When conducting legal due diligence on contracts entered by a target company in an M&A transaction, the following are some of the provisions to look out for in the contracts: 1. Whether the counterparties may unilaterally terminate the contracts or terminate the contracts upon certain events triggered by the M&A …

1. Understand the scope of legal due diligence and work backward to establish what needs to be verified or reviewed. Sometimes, clients may decide on the scope of legal due diligence. For corporate exercises which require regulators’ approvals, the scope of legal due diligence must meet the requirements under the …