I have been told a few times that I am too idealistic. I have always thought that maybe I should just keep my idealistic thinking to myself and do it my own way, however futile that may be… …until I read The Authentic Lawyer Manifesto by Build Your Book. It articulates …
As a junior lawyer, the schedule on representations and warranties given by sellers (“R&W”) was the part I disliked the most when drafting sale and purchase agreements for M&A transactions. I think it is safe to say that M&A lawyers don’t draft R&W from scratch. Usually there are precedents to …
My checklist when reviewing a draft circular or other submission document for a corporate exercise looks something like this: 1. Review my team member’s comments on the draft document as I peruse the draft document. 2. Add on my comments. 3. Once I have reached the end of the draft, …
Investors who want to subscribe for shares or acquire shares of private companies from another shareholder should consider conducting legal due diligence on the 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 investors …
In the first few years of my practice, I was reluctant to introduce myself as a lawyer. In my mind back then, lawyers were supposed to be smart, looked the part and knew answers to all legal questions. I didn’t feel that way about myself. There was also fear that …
Today’s post is on exclusivity when negotiating an M&A deal. If you are a buyer entering into a negotiation to acquire business or shares of a company, you would want to ensure that you do not incur costs during the negotiation only for the seller to end the negotiation and …
When a buyer acquires a company, a basic but important aspect of due diligence is to ensure the company is properly incorporated under the relevant laws and validly existing. Other than the usual company search with the Companies Commission of Malaysia (“CCM”) and winding up search with the Malaysian Department …
I posted 157 posts in 2021 including this post. I started posting more frequently at the end of 2020 and then more consistently since mid 2021. My posts are based on my experience and reading on M&A, equity capital transactions (ECM) and IPO. I also shared my experience as a …
If you are planning an IPO for your company, you should consider the following and start preparing early: 1. Identify candidates to ensure composition of the board of directors of the company seeking for listing (“Listco”) including independent directors and women directors, comply with the Listing Requirements, Malaysian Code of …