Today’s post is about disclosure letter in M&A transactions. A disclosure letter is an important document in an M&A transaction, but it probably does not receive as much attention from the parties involved as the sale and purchase agreement (SPA). A disclosure letter is a document from a seller to a buyer which sets out exceptions to the representations and warranties …

Out of the 851 Malaysian public-listed companies (PLCs) assessed by the Minority Shareholders Watch Group (MSWG) in its corporate governance assessment in 2020: • 220 PLCs have no female board representation (25.9%) • 370 PLCs have at least one woman director (43.5%) • 142 PLCs have at least 30% women on their …

Some of the key terms of preference shares to consider include: 1. Number of preference shares to be issued 2. Issuance price 3. Dividend -Rate of dividend -Whether dividend is cumulative -Time for dividend payment 4. Tenure of preference shares Whether the preference shares will be converted to ordinary shares …

Some companies prefer to raise funds by issuing preference shares instead of issuing ordinary shares or getting loans for the following reasons: 1. Issuance of preference shares allows the companies to raise funds without affecting the voting powers of the existing ordinary shareholders. Unlike ordinary shares, preference shares carry limited …

For anyone looking to include arbitration clause in agreements for arbitration in Malaysia, you may want to consider adopting the following model arbitration clause under the AIAC Arbitration Rules 2021: “𝘈𝘯𝘺 𝘥𝘪𝘴𝘱𝘶𝘵𝘦, 𝘤𝘰𝘯𝘵𝘳𝘰𝘷𝘦𝘳𝘴𝘺, 𝘥𝘪𝘧𝘧𝘦𝘳𝘦𝘯𝘤𝘦 𝘰𝘳 𝘤𝘭𝘢𝘪𝘮 𝘢𝘳𝘪𝘴𝘪𝘯𝘨 𝘰𝘶𝘵 𝘰𝘧 𝘰𝘳 𝘳𝘦𝘭𝘢𝘵𝘪𝘯𝘨 𝘵𝘰 𝘵𝘩𝘪𝘴 𝘤𝘰𝘯𝘵𝘳𝘢𝘤𝘵, 𝘪𝘯𝘤𝘭𝘶𝘥𝘪𝘯𝘨 𝘵𝘩𝘦 𝘱𝘦𝘳𝘧𝘰𝘳𝘮𝘢𝘯𝘤𝘦, 𝘣𝘳𝘦𝘢𝘤𝘩, 𝘵𝘦𝘳𝘮𝘪𝘯𝘢𝘵𝘪𝘰𝘯 𝘰𝘳 …

One of the earliest lessons I have learned as an equity capital markets lawyer is this: Submission documents must not contain any statement or information which is false or misleading or from which there is a material omission. Being provided with information at the eleventh hour just before a prospectus or circular …

A party wants to acquire the assets owned by another party. The other party is willing to sell its assets. It should be a straight forward offer and acceptance, right? Unfortunately, not in this case. The potential seller wants to sell the shares of the company which owns the assets …

Prior to entering into business ventures with another party, it is important for a business owner to carry out due diligence on the counterparty and the target business or company. There are various searches which could be carried out as preliminary steps to check whether there is any red flag. …

Directors’ independence has been a key focus of the Securities Commission Malaysia (“𝗦𝗖”) and Bursa Malaysia Securities Berhad (“𝗕𝘂𝗿𝘀𝗮”) lately as can be seen from the following amendments or proposed amendments: 𝗥𝗲𝘃𝗶𝘀𝗶𝗼𝗻 𝘁𝗼 𝗠𝗮𝗹𝗮𝘆𝘀𝗶𝗮𝗻 𝗖𝗼𝗱𝗲 𝗼𝗳 𝗖𝗼𝗿𝗽𝗼𝗿𝗮𝘁𝗲 𝗚𝗼𝘃𝗲𝗿𝗻𝗮𝗻𝗰𝗲 (“𝗠𝗖𝗖𝗚”) The SC issued the revised MCCG on 28 April 2021 which took effect …

It is common for shareholders to provide loan, which is also sometimes called shareholder’s advance, to a company for its funding requirements. The terms of such loan are sometimes set out in shareholders’ agreement. Where the loan is provided by non-resident shareholders, the foreign exchange policy issued by Bank Negara …