In an M&A transaction, it should be determined early on whether consent from or notification to the following parties is required for the change of shareholder or director of the target company: (a) regulatory body (pursuant to a condition imposed on a licence or regulatory requirements) (b) counterparty of a …

Potential buyers/ investors who want to acquire companies should consider conducting legal due diligence on the target companies before their investments. One key aspect of legal due diligence are material contracts of the companies. Legal due diligence on material contracts allows the potential buyers/investors to assess the business, liabilities and …

I have read articles and written about why legal due diligence is important for M&A transactions and buyers should not merely rely on sellers’ warranties. I have yet to come across any articles suggesting  that there may be valid reasons to skip legal due diligence in M&A transactions. Whenever potential …

One evening, feeling rather concerned, I walked into a colleague’s room in office to seek advice on an interpretation of licensing requirements. If you are familiar with the Malaysian regulatory landscape, you would understand that some licensing requirements are not laws that can be addressed solely through one’s experience and …

In the context of an M&A transaction, why can’t shareholders solely rely on a shareholders’ agreement after completion of the transaction? Where there is more than one shareholder after completion, the next step after execution of a shareholders’ agreement is to either amend or adopt a constitution that is consistent …

In corporate transactions, junior lawyers are often tasked with reviewing contracts and summarising salient terms for inclusion in legal due diligence reports. For those new to legal due diligence, a frequently asked question is, “What do you mean by salient terms?”. Generally, salient terms include information that investors need to …

In negotiations for M&A transactions, one of the most contentious points is whether the documents disclosed by sellers for due diligence conducted by buyers should be deemed incorporated into disclosure letters. A disclosure letter sets out known issues which amount to inaccuracies or exceptions to the representations and warranties (R&W) …

Sellers usually make R&W in sale and purchase agreements (SPA) with respect to the target business/company being sold. The R&W serve as assurances to buyers and allocate risks between buyers and sellers. Sellers typically limit their liabilities in respect of the R&W in the following manner: 1. Use of knowledge …

In 2023, I post weekly on LinkedIn, primarily discussing the issues I have encountered in my work as a corporate lawyer in Malaysia. As a corporate lawyer with focus on M&A and equity capital markets transactions, I typically delve into topics within this sphere. I used to find conversations with …

Should/ could a subscription agreement be combined with a shareholders’ agreement? While it’s possible to combine the two agreements, I prefer to have a subscription agreement separate from a shareholders’ agreement for the following reasons: The parties to the agreements are different. The subscription agreement primarily involves the company which …