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 …
What are salient terms of contracts?
What are salient terms of contracts? Corporate lawyers spend a lot of time summarising salient terms from contracts into legal due diligence reports. Disclosure of salient terms of certain contracts is required in prospectus and circulars to shareholders of public listed companies for certain corporate exercises. When deciding whether certain …
Teamwork in corporate transactions
”Some leaders push innovation by being good at the big picture. Others do so by mastering details. Jobs did both, relentlessly.” That was how Walter Isaacson described Steve Jobs in the biography on Steve Jobs. Most of us are good at either looking at the big picture or paying attention …