Deemed knowledge in M&A transactions: How sellers and buyers can protect their interest
In negotiations for M&A transactions, one of the most contentious points is whether the documents disclosed by sellers for due diligence conducted by buyers should be deemed incorporated into disclosure letters. A disclosure letter sets out known issues which amount to inaccuracies or exceptions to the representations and warranties (R&W) …
How sellers qualify representations and warranties (R&W) in M&A transactions
Sellers usually make R&W in sale and purchase agreements (SPA) with respect to the target business/company being sold. The R&W serve as assurances to buyers and allocate risks between buyers and sellers. Sellers typically limit their liabilities in respect of the R&W in the following manner: 1. Use of knowledge …
My Top 10 LinkedIn Posts in 2023
In 2023, I post weekly on LinkedIn, primarily discussing the issues I have encountered in my work as a corporate lawyer in Malaysia. As a corporate lawyer with focus on M&A and equity capital markets transactions, I typically delve into topics within this sphere. I used to find conversations with …
Why You Need a Separate Subscription Agreement from a Shareholders’ Agreement?
Should/ could a subscription agreement be combined with a shareholders’ agreement? While it’s possible to combine the two agreements, I prefer to have a subscription agreement separate from a shareholders’ agreement for the following reasons: The parties to the agreements are different. The subscription agreement primarily involves the company which …
Using Checklists in Legal Work
In the book “The 7 Habits of Highly Effective People”, Stephen Covey described the frantic sense of loss he felt when the things were not in order. He had a number of papers laid out, chapter by chapter, on a table in a room when suddenly, the breeze picked up …
It’s Me on LinkedIn
I typically don’t talk about my LinkedIn posts in conversations unless someone else brings up the topic. Occasionally my posts become a conversation starter when I catch up with people who have seen them. I have been asked whether I write the posts myself or if I have junior lawyers …
M&A: (Almost) simultaneous execution and completion is possible
Almost all the sale and purchase agreements (SPAs) I work on in an M&A context involve the execution of the agreements and the completion/closing of the transactions taking place on different days. This is due to conditions precedent which have to be fulfilled before completion of the transactions. These conditions …
Behind the deal: Acquisition of pawnbroking companies
We advised a listed group in Singapore on its acquisition of a majority stake in pawnbroking companies in Malaysia. The following are three takeaways that I find interesting from the transaction: 1. Increased sophistication The traditional perception of pawnbroking business as small-scale operations has significantly shifted towards increased sophistication. An …
Conversation on W&I Insurance in M&A Transactions
As an M&A lawyer with a keen interest in the nuances of the M&A field, I’ve observed that warranty and indemnity insurance (W&I) is not that common in M&A transactions in Malaysia, as far as I know. Therefore, when I saw Martijn de Lange of BMS Group commenting about W&I …
Indirect Substantial Shareholder
A person can be a substantial shareholder in a company without directly holding any shares in that company. One of the challenges that often arises when I work on IPOs or other equity capital market exercises is the assessment of whether an individual holds an indirect substantial shareholding in a …