Exclusivity period in M&A
In the M&A context, an exclusivity period means that for a certain period of time, the seller agrees to negotiate only with one potential buyer. From the buyer’s perspective, it is beneficial to have a longer exclusivity period for the following reasons: 1. A longer exclusivity period gives the buyer …
M&A: It’s not always about getting the best terms
There’s always a little excitement whenever I start an M&A exercise. My excitement is tempered by what I know is coming- tight deadlines, work around the clock and lots of coffee. I always want to do my best for every deals. For me, this means getting the best deal for …
A Director Cannot be Absolved from Responsibilities by Appointing an Alternate Director
Reviewing constitution (usually in the context of a corporate transaction) is part of my job as a corporate lawyer. It’s not always fun but it’s always a good refresher of the Companies Act 2016. While reviewing the constitution of a company, I came across the following provision which made me …
Checklist for members’ written resolution
I review resolutions as part of my M&A and other transactional work. Here’s a list of what I typically check to ensure compliance with the Companies Act 2016 (CA) when reviewing members’ written resolutions of private companies in Malaysia. 𝗖𝗵𝗲𝗰𝗸𝗹𝗶𝘀𝘁 𝗳𝗼𝗿 𝗽𝗿𝗲𝗽𝗮𝗿𝗶𝗻𝗴/𝗿𝗲𝘃𝗶𝗲𝘄𝗶𝗻𝗴 𝗺𝗲𝗺𝗯𝗲𝗿𝘀’ 𝘄𝗿𝗶𝘁𝘁𝗲𝗻 𝗿𝗲𝘀𝗼𝗹𝘂𝘁𝗶𝗼𝗻 1. Confirm private company status …
What is the difference between a “𝘀𝘂𝗯𝘀𝘁𝗮𝗻𝘁𝗶𝗮𝗹 𝘀𝗵𝗮𝗿𝗲𝗵𝗼𝗹𝗱𝗲𝗿” and a “𝗺𝗮𝗷𝗼𝗿 𝘀𝗵𝗮𝗿𝗲𝗵𝗼𝗹𝗱𝗲𝗿”?
If you are a corporate lawyer and you ask your supervising partner the question above, be prepared that you may be told to do your own reading. In short, a “substantial shareholder” of a company refers to a person who has an interest in one or more voting shares in …
M&A in Malaysia: What you need to know about private limited companies
Private companies limited by shares are frequently encountered legal entities in M&A transactions, whether as sellers, buyers or targets. Understanding the requirements governing private limited companies is necessary when drafting shareholders’ agreements. Some of the key requirements governing private limited companies: 1. The Companies Act 2016 (“CA”) mandates that a private …
Lawyering: What is within my control?
What is within my control? What is not within my control? The ability to distinguish between the two has helped me to manage my anxiety. As a corporate lawyer, I want to drive transactions and move them to the finishing line. However, I have come to realise that sometimes, this …
The veto power of minority shareholders
Minority shareholders are powerful. Shareholders who either singularly or collectively hold at least 25% of the voting shares in a company may veto on the following matters in relation to the company as provided under the Companies Act 2016 of Malaysia: • Change of name (s. 28) • Adoption of …
Introversion and Lawyering
Some seem to exude natural self-assurance, assertiveness, and confidence. Others lean towards a more reserved, quiet, or introverted disposition. I’m referring to lawyers. If you identify with the latter category and you are starting out on your legal career, I want to say this based on my own experience: It’s …
M&A: Categorising vendor’s representations and warranties
One of the most negotiated points in a M&A transaction is the buyer’s remedies for breaches of vendor’s representations and warranties (“Vendor’s Warranties”) in a sale and purchase agreement (“SPA”). The various representations and warranties given by the vendor, if breached, may affect the transaction in varying degree. It may …