• Signed before confidential information is shared for due diligence, typically after preliminary discussions or upon signing a Term Sheet.
• Prevents the Buyer (and its advisors/solicitors) from using the information for purposes other than the transaction.
• Protects confidential and high-level information shared by the Seller
• Can be mutual if both parties disclose sensitive information

• Sets out the main commercial terms (e.g. price, structure, timeline, exclusivity).
• Provides a framework for negotiation and drafting of the Share Sale Agreement (“SSA”) or Asset Sale Agreement (“ASA”).
• While usually non-binding, certain clauses (e.g. exclusivity, confidentiality, break-up fees, etc.) can be binding.
• Helps both parties confirm alignment on key points before incurring further costs.

• Prepared by the Buyer’s solicitors to request key documents and information about the target company from the S
• Forms the foundation for the due diligence process.

• Reviewed by Buyer’s solicitors to: –
  • inspect the target company’s background and
  • assess potential risks or liabilities.
• E.g.:
  • Corporate records (company secretarial forms)
  • Material and operational contracts
  • Employment documents
  • Regulatory and litigation records
  • Financial statements
  • Tax filings

• After the initial Due Diligence Documents are provided for review, some items may be incomplete or require clarification.
• These tracks follow-up questions and requests for missing or incomplete documents.
• It maintains a clear record of what was requested, received and still pending.

• A report detailing the Buyer’s review of the Seller’s business.
• Includes findings on corporate, legal, operational and regulatory matters of the target company.
• Identifies risks, liabilities and potential deal issues.
• Highlights gaps, inconsistencies, or red flags in documentation.
• Provides the foundation for negotiation and adjustments to the terms in SSA/ASA.

• Condensed and high-level version of the Due Diligence Report.
• Highlights the critical findings and key risks.
• Used by senior management or boards to make informed decisions quickly.

Asset Sale Agreement (“ASA”)

• The main transaction document, which sets out the detailed terms of the sale.
• Covers purchase price, representations and warranties, conditions precedent and completion deliverables.

Completion Checklists

• For both Seller and Buyer to track fulfilment of CP / Completion Deliverables.

• Prepared by the seller to disclose exceptions to the warranties given in the SSA/ASA.
• Helps limit the seller’s post-completion liability.

• Formal approvals by directors and shareholders to authorise the deal and any other matters contemplated for the transaction.
• Without proper resolutions, the transaction may be rendered invalid or unenforceable.

Purchase Price Adjustment Documents

• Prepared to calculate adjustments to the final purchase price based on the actual financial position of the company at completion.

• The legal transfer of share ownership from the Seller to the Buyer.
• Executed by both the Seller (as a transferor) and the Buyer (as a transferee).
• For the enforceability, the form needs to be:-
  • stamped and filed with the Companies Commission of Malaysia, and
  • reflected in the company’s Register of Members.

• Governs relationships between the company shareholders after completion.
• Sets out rights, obligations and governance arrangements of the target company.