M&A: Seller’s representations and warranties
Some factors to consider when drafting seller’s representations and warranties for a M&A transaction in a sale and purchase agreement: whether the target company is in a heavily regulated sector such as insurance and financial services the value or consideration for the transaction whether the seller has made any representations …
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 WarrantiesV”) 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 …
IPO: Consent for disclosure of material contracts
The Prospectus Guidelines have been amended recently with the amendments to take effect from 1 January 2021. The existing paragraph 1.08(g) of Part III: Procedures for Registration has been amended to clarify that certified true copies of all material contracts, regardless whether the contracts are in the corporation’s ordinary course …
Related party transaction: What is “interest”?
For those who have the experience of decoding the definition of “related party transaction” in the Listing Requirements, the term may seem like pieces of jigsaw puzzle to be put together. Under the Main Market Listing Requirements (“MMLR”) and ACE Market Listing Requirements (“AMLR”), “related party transaction” means a transaction …
M&A: More than just business
The days leading up to the signing of an M&A SPA are usually intense, with negotiations and amendments at the eleventh hour. Working around the clock is almost a given. Even when a vendor and purchaser think they have reached an understanding, it may not be the same understanding. Our …
M&A: Retention of Key Personnel
A buyer who acquires a company may want to ensure that the key personnel of the company will continue to provide their expertise to the company post-acquisition. Typically, the sale and purchase agreement (“SPA”) would provide for the vendor to deliver the duly executed employment or service contract between the …
Of due diligence and verification meeting
One of the lines which a corporate lawyer probably say most often at the start of a verification meeting for a corporate exercise is to remind the clients and the rest of the due diligence working group that all the information in the prospectus or circular for the corporate exercise …
Seller’s Representations and Warranties in M&A: Three Things to Avoid
1. Representations and warranties about the future. The seller should avoid providing representations and warranties in respect of future events due to uncertainty about the future. Further, after the seller disposes of the seller’s shares, the seller may no longer be in control of the target company and hence, not …
The Guidelines on Conduct of Directors of Listed Corporations and Their Subsidiaries
The Securities Commission of Malaysia (“SC“) has issued The Guidelines on Conduct of Directors of Listed Corporations and Their Subsidiaries pursuant to the the Securities Commission Act 1993. The guidelines is a restatement of the standards that are expected of directors as fiduciaries. The effect of the guidelines is that …
“Yes” or “That’s right”?
I started reading “Getting to Yes: Negotiating Agreement Without Giving In” by Roger Fisher, William L. Ury and Bruce Patton. I got past the first 60 pages. Then life got in the way and I got distracted until I came across another book on negotiation. Admittedly, I was more interested …