Points to consider when drafting completion account clause in SPA 1. How much will be paid on completion of the transaction? Typically, the parties will agree on the amount to be paid on completion based on the parties’ best estimate of the purchase price with adjustment to the purchase price …

Not all clients are the same. The legal counsel of a corporate client thanked me for the advice I gave. I thought it was very nice of this legal counsel as I was merely doing my job i.e. providing legal advice. The matter was pretty straight forward but it went …

How do investors who want to invest in a company in Malaysia check whether the legal requirements relating to transfer of shares in the company have been complied with? The things you need to check include: 1. Whether there are any provisions in the constitution of the company or shareholders’ …

Which corporate actions undertaken by public companies listed on the Main Market or ACE Market of Bursa Malaysia (“PLC”) require shareholders’ approval? A PLC is required under the Listing Requirements to obtain shareholders’ approval for, among others, the following: 1. Issuance of securities by the PLC including rights issue, bonus …

Today’s post is on matters to consider when negotiating M&A deals, in particular during times of uncertainty. Parties may want to consider the following: 1. Whether to include price adjustment based on agreed parameters. Price adjustment is relevant if the value of the target company at the execution of the …

Ever wonder which corporate actions require board of directors’ approval and which require shareholders’ approval? This depends on the division of management powers between directors and shareholders of a company. Sources of powers The main sources which set out and divide the management powers between directors and shareholders are as …

Investors who want to invest in a company in Malaysia would want to know that the issuance and allotment of the shares in a company since incorporation have been duly authorised and lodged with the Registrar. What do you need to check to verify that? The documents you need to …

I am taking a page out of Seth Godin’s book “The Practice: Shipping Creative Work”. According to the book, the image below is a meme based on an old comic instruction manual on how to draw an owl. Step 1: Draw two ovals and a line. Step 2: Draw the …

I see things through legal lens too much sometimes. I came across an article on The Edge relating to building structures without proper approval in the context of climate change. I thought of IPO issues. 😅 Some business owners may not realise the issues relating to the buildings owned or …

Prior to an IPO, it is common for promoters of IPO to restructure the assets, business or corporate structure of the group of companies undertaking the IPO i.e. the listing group. The promoters are usually the owners of the assets and business as well as the shareholders and directors of …