Mergers & Acquisitions, Takeovers, Due Diligence


Mergers and Acquisitions, Due Diligence Legal Advisory

Due Diligence Lawyer – Our lawyers have advised on mergers and acquisitions and takeovers matters which includes:

  • purchasing and selling of businesses, whether by way of purchase of shares in company whether acquisition of majority or minority stake, assets purchase, acquisition of businesses and undertakings and conducting due diligence;
  • takeovers (including mandatory general offer, voluntary offer and compulsory acquisition) including going private transactions whether by way of general offer, scheme of arrangement, sale of business and undertakings or capital reduction;
  • advising on matters incidental to general offer including exemption application to Securities Commission Malaysia by persons acting in concert (“PAC“) from undertaking mandatory general offer pursuant to Malaysian Code on Take-Overs and Mergers 2016 and Rules on Take-Overs, Mergers and Compulsory Acquisitions 2016;
  • divestment of businesses or disposal of subsidiaries; and
  • mergers, disposals and acquisitions involving financial institutions, insurance companies, foreign companies and public listed and private companies incorporated in Malaysia pursuant to Financial Services Act 2013, including advising on regulatory requirements and compliance issues in relation to the takeovers, mergers, disposal and acquisitions.

Our law firm has advised clients ranging from individuals to public listed companies and multi-national corporations from both domestic and foreign countries in takeovers, mergers and acquisitions as well as due diligence matters.

Our lawyers will assist our clients from pre-transaction planning and structuring through legal due diligence, negotiating and drafting definitive agreement, advising on completion matters, post-completion adjustments and other post-completion issues. In divestiture matters, we advise our clients on how to respond to due diligence requests and making sure that confidential interest of our clients are protected. We strive to protect the interest of our clients while at the same time making certain that we provide practical solutions to issues arising the course of advising on takeovers, mergers and acquisitions or divestitures matters.

 

KEY LEGAL CONSIDERATIONS IN CONDUCTING DUE DILIGENCE FOR M&A

General corporate matters

Statutory filing with Companies Commission Malaysia, compliance with Companies Act 2016 in terms of company secretarial records, conducting Company Searches.

Material Contracts

Whether there is any restriction to the merger & acquisition, share transfer, change of control, onerous conditions. Potential breaches in such material contracts.

Material Litigation

Conducting public searches for involvement in court cases, winding up searches, bankruptcy searches, reviewing cause papers for potential impact on merger & acquisition.

Financial matters

Events of default, negative covenants on change of shareholdings, change of capital structure, change of controlling shareholders in banking facilities.

Licenses

Whether all licence required to run the business operation has been duly obtained or approvals required to give effect to the merger & acquisition.

Properties

Conducting land searches, category of land use, whether CF/CCC obtained for factories/buildings.

 

Due Diligence, Mergers and Acquisitions Awards and Recognition (Malaysia)

Legal500 – Recommended law firm in Malaysia in Corporate and Mergers and Acquisitions (M&A)

Acquisition International – Best Corporate Mergers and Acquisitions (M&A) Law Firm in Malaysia

APAC Insider – Best Corporate Law Firm in Malaysia