Kuala Lumpur & Penang · Corporate counsel since 2009
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EXIT · Practice area

Mergers & Acquisitions

Buy well, sell well, and know when to walk away.

We run M&A processes end to end — share and asset acquisitions, disposals, joint ventures and inbound foreign investment — for buyers and sellers. Our job is to protect your position in the documents and keep the deal moving.

A deal is a negotiation over risk: who knew what, who bears what if it turns out to be wrong, and what each side must do before completion. Most of that negotiation happens in the disclosure schedules, the warranties and the completion mechanics — the parts that get least attention and cause the most litigation later. We run a disciplined process, diligence hard, and draft the schedules that decide the outcome.

What we do

  • Share and business/asset acquisitions and disposals, for buyers and sellers
  • Legal due diligence — scoped to the deal, reported in a way you can actually act on
  • Sale and purchase agreements, warranties, indemnities and disclosure
  • Joint ventures, shareholder arrangements and consortium deals
  • Inbound foreign investment, sector licensing and ownership-condition analysis
  • Completion, conditions precedent and post-completion integration and claims

Typical matters

  • Buy-side lead counsel to a regional logistics group on its RM480m acquisition of a last-mile delivery business.
  • Sell-side counsel to founders on a competitive trade sale, running the data room and the auction process.
  • A 60/40 joint venture in the renewables sector, from heads of terms to shareholders’ agreement.
  • An inbound acquisition by a foreign strategic requiring sector-regulator clearance.

Who it is for

Companies and sponsors buying or selling businesses, founders approaching an exit, and overseas acquirers investing into Malaysia.

How we charge. M&A is generally scoped by deal phase — diligence, negotiation, completion — with fee estimates per phase and an aborted-deal position agreed at the outset.
Questions

Frequently asked

Share sale or asset sale — which is better?

It depends on which side you are on and what you are worried about. A buyer often prefers an asset deal to leave liabilities behind; a seller usually prefers a clean share sale. Tax, contracts that cannot be assigned, and licences that do not transfer all pull on the answer. We work it through with you and our tax partner early, because it shapes the whole deal.

What is the point of all the warranties and disclosure?

Warranties are the seller’s statements about the business; disclosure is where the seller qualifies them by revealing what is actually true. Together they allocate risk: if something the seller warranted turns out to be false and was not disclosed, the buyer may have a claim. This is where the real negotiation happens, and where careful drafting earns its fee.

How long does an M&A deal take?

A straightforward private acquisition often runs two to four months from signed heads of terms to completion; larger or regulated deals take longer. The biggest variables are the quality of the target’s records and whether any regulatory clearance is needed. Good preparation on the sell side shortens everything.

Speak to us

Have a m&a question?

Whether you are incorporating, raising a round, buying a business or heading for an exit, the first conversation is on us. Send a short outline and the right partner will respond within one working day.

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