The word “from” in contracts
Early in my career, an investment banker asked me how to calculate the number of days specified in a sale and purchase agreement for an M&A transaction. The agreement required Party A to do something not later 30 days from [specified date]. Does the 30 days include the specified date …
What purchasers’ legal counsel look out for in M&A due diligence on contracts
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 …
Practical empathy
Practical empathy. ππ©π¦ π΄π¬πͺππ π°π§ πΆπ―π₯π¦π³π΄π΅π’π―π₯πͺπ―π¨ π΅π©π’π΅ π±π¦π°π±ππ¦ π₯π°π―βπ΅ π¬π―π°πΈ πΈπ©π’π΅ πΊπ°πΆ π¬π―π°πΈ, π₯π°π―βπ΅ πΈπ’π―π΅ πΈπ©π’π΅ πΊπ°πΆ πΈπ’π―π΅, π₯π°π―βπ΅ π΄π¦π¦ πΈπ©π’π΅ πΊπ°πΆ π΄π¦π¦. ππ©π¦πΊ π©π’π·π¦ π’ π―π°πͺπ΄π¦ πͺπ― π΅π©π¦πͺπ³ π©π¦π’π₯ π΅π©π’π΅βπ΄ π₯πͺπ§π§π¦π³π¦π―π΅ π΅π©π’π― π΅π©π¦ π―π°πͺπ΄π¦ πͺπ― πΊπ°πΆπ³ π©π¦π’π₯ π’π―π₯ π΅π©π’π΅βπ΄ π°π¬π’πΊ. I heard Seth Godin mentioned something along these lines …
M&A: Financial assistance
When structuring an M&A transaction, consideration should be given to laws relating to financial assistance which may have impact on the financing of the transaction. The laws of Malaysia relating to financial assistance is summarised below: A seller is not prohibited to provide financing to a buyer. The assets of …
Three simple ways to enhance legal due diligence skills
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 regulatorsβ approvals, the scope of legal due diligence must meet the requirements under the …
Indemnities and warranties in M&A transactions
A purchaser typically requires a seller to give indemnities and warranties to safeguard the purchaserβs interest in a share or asset purchase agreement. From the purchaserβs perspective, there are some advantages of having indemnities over warranties, including the following: 1. The seller may be able to avoid liability under warranties …
Shareholders’ prior approval required for allotment of shares
The consequence of not getting shareholdersβ prior approval for allotment of shares (if the approval is required under the Companies Act 2016 of Malaysia) could be severe. Therefore, if the scope of due diligence for an M&A transaction includes verifying shares in the target company have been duly allotted, the …
What are the legal requirements to transfer shares of a Malaysian company?
Itβs a question that foreign counsels ask in every cross-border M&A transaction involving a Malaysian company. What are the legal requirements to transfer shares of a Malaysian company? The requirements are as follows: 1. Directors of the company to pass directorsβ resolution to approve (1) the registration of the transferee …
Do you understand why we are doing it this way?
An investment banker once told me this: βI am happy to share credit with my team members for a job done well. But if anything goes wrong, it will be my responsibility. It will be on me.β The investment banker shared a story on how requests to other team members …
Liabilities of alternate director
Do you know that you are subject to the same directorsβ liabilities under the Companies Act 2016 when you agree to act as alternate director? Anyone who consents to act as an alternate director should also understand the implication of doing so. Some points to note on alternate director: β’ …