I decided early in my career that I would not go into practice areas which are more “personal”. Corporate laws seemed to be a more neutral choice. I probably got this wrong. *** One of the transactions I was involved in gave me a different insight. The vendors sold their …

In M&A transactions, when parties are busy negotiating the terms, planning for the signing of the transaction agreements may be the last thing on their mind. Plan ahead for signing. 1. What needs to be delivered to the counterparty upon execution of the transaction agreements? 2. Ensure the resolutions which …

In M&A transactions, lawyers are naturally inclined to draft and negotiate agreements that put our clients in a strong legal position. That is our job. For a buyer, it may mean providing for the following in the sale and purchase agreement (SPA): – solid representations and warranties by the seller …

𝘜𝘴𝘦 𝘢 𝘵𝘦𝘳𝘮 𝘴𝘩𝘦𝘦𝘵 𝘧𝘰𝘳 𝘵𝘩𝘪𝘴 A term sheet is used in M&A transaction to set out the key commercial terms such as price, basis for price adjustment, earn out, profit guarantee and execution of new employment agreements with key employees of the target entity. The term sheet may be …

It drives me a bit crazy sometimes when parties to transaction agreements request for ambiguous provisions to be included into agreements. By that I mean provisions which beg one or a combination of the following questions: -What needs to be done to achieve the desired result? -Who is responsible? -How …

I was reminded of what Seth Godin said about practical empathy in a podcast while I was in a meeting that went on for hours to discuss an M&A transaction. It may not be verbatim. It went along the lines of “𝘱𝘦𝘰𝘱𝘭𝘦 𝘥𝘰𝘯’𝘵 𝘬𝘯𝘰𝘸 𝘸𝘩𝘢𝘵 𝘺𝘰𝘶 𝘬𝘯𝘰𝘸, 𝘥𝘰𝘯’𝘵 𝘸𝘢𝘯𝘵 𝘸𝘩𝘢𝘵 …

Clients always ask how long it would take to conduct legal due diligence, draft transaction agreements and complete the proposed acquisitions. The answer is “it depends”. The timeline depends on: – clients to provide the commercial terms they want and their comments to draft agreements; – target companies to provide …

When determining what agreements are required for investment into a company, consider the following: 1. What is the mode of investment? For example, is the investment by way of acquisition or subscription of shares of the company? 2. What is the subject matter and purpose of the agreement? 3. Who …

An investor who wants to subscribe to shares or acquire shares in a private company should first consider whether there are any restrictions to do so in the following documents: 1. Constitution of the company (if the company has adopted a constitution); and 2. Shareholders agreement (if the current shareholders …

The following are some points to consider when deciding whether to structure a deal as a sale and purchase of assets or shares. 1. Stamp duty Sale of assets in Malaysia attracts stamp duty at 1% to 4% of the sale consideration or market value of the assets, whichever is …