Shareholders’ agreement is a common agreement in an M&A transaction where there is more than one shareholder in the target company after completion of the transaction. The following are three requirements under the Companies Act 2016 of Malaysia (“𝗖𝗔”) to take note of when preparing a shareholders’ agreement: 1. Save …

When any sale and purchase of shares results in more than one shareholder in a company, the shareholders should enter into a shareholders’ agreement to set out their rights and obligations, no matter how amicable their relationships are. A minority shareholder and majority shareholder may consider including the following in …

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 …

Today’s post is about provisions in shareholders’ agreement for the benefit of minority shareholders. It is common to have a shareholders’ agreement when an M&A transaction results in more than one shareholder in the target company. Some provisions to include in a shareholders’ agreement for the benefit of a minority …

It is common for shareholders to provide loan, which is also sometimes called shareholder’s advance, to a company for its funding requirements. The terms of such loan are sometimes set out in shareholders’ agreement. Where the loan is provided by non-resident shareholders, the foreign exchange policy issued by Bank Negara …

1. Save for in the case of a company having only one member, two members personally present at a general meeting or by proxy shall be a quorum unless a higher number is specified in the constitution (Section 328, Companies Act 2016 (“CA”)). In the case of a company with …

When parties come together to carry out business, shareholders’ agreement is important, even more so for the minority shareholders. Where a shareholder can influence matters relating to the company more than the other shareholder, one way for the minority shareholder to protect his interest is for the shareholders’ agreement to …

A shareholders’ agreement reflects the dynamics of the shareholders’ relationship. A shareholders’ agreement typically sets out clauses relating to appointment of directors, quorum required for a shareholders’ or board meeting to be valid, procedures for directors or shareholders to decide on matters relating to the company, whether there are any …