Corporate & Commercial

  • June 4, 2026

    Would you still buy – or could you still sell – if the business you thought you knew had problems you didn’t even know existed?

    Continuing from Part 1, let’s uncover more hidden liabilities that Buyers should watch out for in an M&A transaction.

    Key Areas to Uncover:

    (1)  Contractual Liabilities

    Buyers should uncover ongoing obligations, indemnities or clauses in contracts entered into by the target company that may trigger penalties or liabilities post-acquisition.
    Common examples:
    • Indemnities, warranties or undertakings under past or existing agreements
    • Change-of-control clauses that may trigger termination or penalties
    • Minimum purchase commitments or exclusivity arrangements
    • Unrecorded side agreements or informal arrangements

    (2) Undertakings, Performance Bonds & Guaranties 

    Undertakings, bonds or corporate guarantees issued in the name of the company to third parties may remain enforceable even after a change in ownership, potentially exposing the Buyer to financial liability or claims if called upon.

     Common examples:

    • Performance bonds for project completion
    • Bank guarantees or comfort letters
    • Guarantees provided for subsidiaries, joint ventures or related parties

    (3) Real Estate & Asset Liabilities

    Land, property and other assets can carry hidden liabilities that may surface after completion, which may become post-acquisition liabilities affecting the Buyer’s financial and operational position.

    Common examples:

    • Defective titles, caveats, encumbrances
    • Unpaid quit rent, assessment or statutory charges
    • Illegal extensions / unapproved renovations
    • Tenancy obligations binding on the target company
    • Machinery with liens or encumbrances

    (4) Intellectual Property Liabilities

    Improper ownership, invalid registration, or inadequate licensing of the company’s intellectual property can expose the Buyer to legal disputes, infringement claims, or unexpected post-acquisition liabilities.

    Common examples:

    • Unregistered or improperly assigned trademarks, patents or copyrights
    • Expired or invalid IP rights
    • Infringement claims

    (5) Information Technology (IT) Liabilities

    In today’s digital landscape, a company’s IT systems are generally crucial to its operations — but they can also be a hidden source of risk. Buyers should review software licensing, cybersecurity and data protection practices to identify potential operational, regulatory or legal liabilities post-acquisition.

    Common examples:

    • Use of unlicensed or expired software
    • Cybersecurity incidents or data breaches
    • Weak data protection practices

    (6) Environmental & Operational Liabilities

    Environmental and operational obligations can create hidden post-acquisition liabilities, including fines, remediation costs and operational disruptions, particularly in manufacturing, industrial or construction businesses.

    Common examples:

    • Improper waste management, environmental contamination or restoration obligations under the Environmental Quality Act 1974
    • Non-compliance with workplace safety and health standards under Occupational Safety and Health Act 1994
    • Enforcement notices, closure orders or other regulatory actions

    🔑 Key Takeaway: 

    The above list is not exhaustive – the scope and depth of liabilities vary based on the target’s business, structure and industry.

    A detailed and transaction-specific due diligence is therefore crucial to uncover hidden liabilities and shield the value of a buyer’s investment.

    In Essence:

    Disclaimer: The content of this article is intended for general informational purposes only and does not constitute formal legal advice.

    Our Corporate team regularly advises local and international corporations on mergers and acquisitions (M&A), cross-border transactions, joint ventures, and corporate restructuring. We also provide comprehensive support for shareholders’ agreements and general commercial advisory to help businesses navigate the Malaysian regulatory landscape.

    For legal assistance or further inquiries regarding your corporate matters, please feel free to contact us.

  • May 19, 2026

    Would you still buy – or could you still sell – if the business you thought you knew had problems you didn’t even know existed?

    When assessing a potential acquisition, don’t stop at the balance sheet. Corporate liabilities extend far beyond bank borrowings – they can hide in contracts, compliance gaps or forgotten obligations.

    In Part 1 of Corporate Liabilities – More than Just Loans, discover the key areas every Buyer should uncover through due diligence.

    Key Areas to Uncover:

    (1)  Tax Liabilities

    The non-compliance with tax obligations by the target company may result in penalties and affect post-acquisition cash flow.
    Buyers should carefully review the target company’s tax filings and correspondence with the Inland Revenue Board of Malaysia (“IRBM”), and consult qualified tax advisors to assess potential exposures.
    Common examples: 
    • Outstanding or underpaid income tax or other statutory taxes
    • Unfiled or late filing of tax return
    • Incorrect or missing tax registration
    • Unremitted SST/ withholding tax
    • Unresolved IBRM queries, audits or investigations
    • Unclaimed or disallowed tax incentives or exemptions

    (2) Employment Liabilities

    The target company’s employment obligations and compliance should be carefully assessed, as even minor compliance gaps can create post-acquisition liabilities.

    Common scenarios include:

    • Unpaid EPF, SOCSO or EIS contributions
    • Improper terminations or non-compliance with the Employment Act 1955 / Industrial Relations Act 1967
    • Deferred bonuses, commissions or other unsettled entitlements
    • Foreign worker permit or immigration issues
    • Trade union or collective bargaining disputes

    (3) Statutory & Regulatory Breaches*

    Statutory or regulatory breaches might expose the company and its directors to fines, penalties or even disqualification, creating inherited risks for the Buyer.

    Common examples:

    • Companies Act 2016 (e.g. late or non-filing of financial year reports, non-legible common seal, failure to keep the register of beneficial owners, fraudulent or wrongful trading, etc.)
    • Malaysian Anti-Corruption Commission Act 2009 (e.g. bribery, facilitation payments, failure to maintain anti-corruption policies, etc.)
    • Personal Data Protection Act 2010 (e.g., unauthorised collection or disclosure of personal data,
    • Competition Act 2010 (e.g. anti-competitive agreements, abuse of dominant position, etc.)
    • Environmental Quality Act 1974 or Occupational Safety and Health Act 1994 (e.g. pollution breaches, unsafe working conditions, failure to obtain environmental approvals, etc.)

    *Note: Includes all laws, legislation, subsidiary or subordinate legislation, directives, regulations, codes of conduct, codes of practice, standards, notices, orders and guidelines of any relevant Governmental Authority which have the force of law.

    (4) Litigation & Contingent Liabilities

    Pending or potential claims may significantly affect the company’s post-acquisition position.

    Buyers should consider not only civil and commercial disputes, but also any criminal or regulatory investigations involving the company or its directors, as these may lead to fines, penalties, operational restrictions or reputational risks.

    Common examples:

    • Civil or employment litigation
    • Criminal or regulatory investigations
    • Arbitration or mediation claims
    • Product liability or warranty claims

    (5) Insurance & Risk Coverage Gaps

    Insurance gaps or lapses can leave a company exposed to unexpected financial losses post-acquisition.

    Buyers should carefully review the target’s coverage to ensure that the key risks, claims and business interruptions are adequately insured.

    Common examples:

    • Lapsed or inadequate insurance
    • Pending or disputed insurance claims
    • Uninsured business interruptions or asset damage.

    (6) Licences & Operational Permits

    Buyers should review all licences and operational permits to ensure business continuity and compliance. This is to avoid unexpected post-acquisition liabilities.

    Common examples:

    • Expired, lapsed or non-transferable licences
    • Licences issued in the directors’ personal names
    • Licences requiring renewal upon change of ownership
    • Foreign-ownership restricted licences
    • Licences close to expiry

    🔑 Key Takeaway: 

    The above list is not exhaustive – the scope and depth of liabilities vary based on the target’s business, structure and industry.

    A detailed and transaction-specific due diligence is therefore crucial to uncover hidden liabilities and shield the value of a buyer’s investment.

    In Essence:

    Disclaimer: The content of this article is intended for general informational purposes only and does not constitute formal legal advice.

    Our Corporate team regularly advises local and international corporations on mergers and acquisitions (M&A), cross-border transactions, joint ventures, and corporate restructuring. We also provide comprehensive support for shareholders’ agreements and general commercial advisory to help businesses navigate the Malaysian regulatory landscape.

    For legal assistance or further inquiries regarding your corporate matters, please feel free to contact us.

  • May 5, 2026

    The Estée Lauder Companies Inc is reportedly exploring strategic M&A opportunities involving Puig, the Spanish beauty and fashion group, as part of its broader portfolio optimisation and growth strategy. While details of a full acquisition remain speculative, Estée Lauder has recently acquired a stake in luxury skincare brand 111SKIN, which is backed by Puig – signalling potential alignment between the two groups in the premium beauty segment.

    From a strategic standpoint, this potential transaction would reflect a broader trend in the global beauty industry, where established industry players are pursuing partnerships and acquisitions to strengthen their presence in luxury and niche segments. A combination of Estée Lauder’s global distribution capabilities with Puig’s strong brand portfolio could create a more diversified and competitive player in the industry.

    These developments highlight the increasing role of strategic investments and minority stakes as precursors to larger M&A deals, while underscoring the execution and integration considerations in cross-border consumer deals.

    🌏 Follow us for monthly insights as our Global Deal Radar series highlights major M&A deals shaping industries worldwide.

    Our Corporate team regularly advises local and international corporations on mergers and acquisitions (M&A), cross-border transactions, joint ventures, and corporate restructuring. We also provide comprehensive support for shareholders’ agreements and general commercial advisory to help businesses navigate the Malaysian regulatory landscape.

    For legal assistance or further inquiries regarding your corporate matters, please feel free to contact us.

  • April 21, 2026

    Every M&A deal has a story. Legal due diligence (“LDD”) is how you read it.

    LDD helps buyers identify risks that may affect valuation, deal structure, and in some cases, the decision to proceed with the transaction.

    Here’s what buyers typically prioritise – and why it matters for both sides.

    1. Ownership & Corporate Records

    • Whether the seller truly owns the shares/assets being sold?
    • Are corporate secretarial records complete, updated, and accurate?
    • Any missing paperwork that may attract a penalty from any relevant authorities?
    • Buyers often rely on clean and consistent records to assess risk.

    2. Contractual & Commercial Obligations

    • Buyers typically look into key customer and supplier contracts.
    • Any contracts requiring approval for a change of control?
    • Vague termination provisions and unfavourable terms in contracts may be seen as red flags.
    • Contracts with revenue concentration are especially scrutinised.

    3. Compliance & Regulatory Issues

    • Whether the target company possesses valid licences, permits, and sector-specific approvals.
    • Any past or ongoing breaches of law, enforcement actions or investigations by relevant authorities?
    • Buyers are concerned as compliance gaps can impact business operations post-completion.

    4. Liabilities

    • Does the target company take out any loans or provide guarantees?
    • Any past or ongoing disputes (e.g. litigation cases, employment / industrial disputes)?
    • Buyers want visibility into the potential liabilities and exposures so they do not inherit “unknown” surprises.

    🔑 Key Takeaway: 

    Smooth and organised LDD equates to a smoother negotiation process.

    The more prepared the seller/target company is, the shorter the journey to signing and completion of the transaction.

    In Essence:

    Disclaimer: The content of this article is intended for general informational purposes only and does not constitute formal legal advice.

    Our Corporate team regularly advises local and international corporations on mergers and acquisitions (M&A), cross-border transactions, joint ventures, and corporate restructuring. We also provide comprehensive support for shareholders’ agreements and general commercial advisory to help businesses navigate the Malaysian regulatory landscape.

    For legal assistance or further inquiries regarding your corporate matters, please feel free to contact us.

  • April 7, 2026

    Unilever and McCormick & Company (“McCormick“) have announced an agreement to combine Unilever Foods business with McCormick, in a transaction valuing the business at approximately US$44.8 billion. The proposed transaction will see Unilever and its shareholders receive a majority equity stake in the combined entity, forming a global flavour-focused company with significant scale across retail and food service channels.

    Structurally, the transaction is expected to be implemented through a Reverse Morris Trust arrangement, enabling a tax-free separation of Unilever Foods business for US federal income tax purposes while combining it with McCormick’s existing operations. This reflects a growing trend of strategic carve-outs and business separations in large-scale M&A, particularly where conglomerates seek to enhance portfolio focus in a tax-efficient manner.

    Taken together, the proposed combination highlights how complex deal structuring and tax considerations remain central to executing large-scale transactions.

    🌏 Follow us for monthly insights into significant M&A deals around the world.

    Our Corporate team regularly advises local and international corporations on mergers and acquisitions (M&A), cross-border transactions, joint ventures, and corporate restructuring. We also provide comprehensive support for shareholders’ agreements and general commercial advisory to help businesses navigate the Malaysian regulatory landscape.

    For legal assistance or further inquiries regarding your corporate matters, please feel free to contact us.

  • March 24, 2026

    What if being deal-ready, with your documents and compliance in order, could increase your valuation and speed up your sale?

    In this M&A Byte, it explains the early seller preparations, which typically include:

    • Clean and updated corporate records
    • Well-reviewed contracts with key risk clauses identified
    • Clear financials and managed liabilities
    • Consistent HR and operational compliance

    Strong housekeeping isn’t administrative hygiene; it is a commercial advantage.

    Here’s how sellers can prepare.

    1. Update Corporate Records & Documents

    • Ensure statutory books, registers, resolutions and corporate secretarial documents are accurate and updated.
    • Accuracy in corporate records prevents back-and-forth during legal due diligence.
    • Clean records help sellers present a more reliable and organised corporate profile.

    2. Review Key Contracts

    • Identify crucial clauses such as change of control, exclusivity and liabilities clauses.
    • Check for auto-renewals, termination mechanics or obligations material to the buyer.
    • Well-structured contracts reduce risk and build buyer confidence.

    3. Clean Up Financials & Liabilities

    • Ensure tax filings, statutory payments, and outstanding obligations are up to date.
    • Buyers value transparency – clean financials help reduce risk on deal certainty.

    4. Strengthen HR & Operational Compliance

    • Ensure proper and consistent records of employment contracts, payroll, and EPF/SOCSO compliance.
    • Missing documentation is frequently raised as a red flag in legal due diligence.

    🔑 Key Takeaway: 

    Deal readiness” is not just about good housekeeping – it strengthens the seller’s negotiation position and helps build trust with buyers.

    In Essence:

    Disclaimer: The content of this article is intended for general informational purposes only and does not constitute formal legal advice.

    Our Corporate team regularly advises local and international corporations on mergers and acquisitions (M&A), cross-border transactions, joint ventures, and corporate restructuring. We also provide comprehensive support for shareholders’ agreements and general commercial advisory to help businesses navigate the Malaysian regulatory landscape.

    For legal assistance or further inquiries regarding your corporate matters, please feel free to contact us.

  • March 10, 2026

    Luckin Coffee, China’s largest coffee chain, through its controlling shareholder Centurium Capital, is reportedly set to acquire the global café operations of Blue Bottle Coffee from Nestlé, valued at under US$400 million. If completed, the deal would combine Luckin’s technology-driven, high-volume coffee model with Blue Bottle’s premium specialty coffee brand and established international retail presence.

    The proposed transaction also reflects a broader trend in consumer-sector M&A, where high-growth brands pursue acquisitions of established premium labels to diversify their brand portfolio and tap into new consumer segments. It also highlights how cross-border acquisitions continue to play a key role in global brand expansion, particularly in competitive consumer markets, such as specialty coffee.

    🌏 Follow us for monthly insights into significant M&A deals around the world.

    Our Corporate team regularly advises local and international corporations on mergers and acquisitions (M&A), cross-border transactions, joint ventures, and corporate restructuring. We also provide comprehensive support for shareholders’ agreements and general commercial advisory to help businesses navigate the Malaysian regulatory landscape.

    For legal assistance or further inquiries regarding your corporate matters, please feel free to contact us.

  • February 24, 2026

    Behind every M&A transaction lies a stack of documents, each with a purpose.

    Whether you are the vendor, buyer, solicitor or part of the target company’s management, understanding the role of each document is crucial.

    This M&A Byte maps out:

    • The core documents in a typical deal
    • When they appear in the transaction lifecycle
    • Why each one matter

    Phase 1: Setting the Foundation 

    Document Function
    Non-Disclosure Agreement (NDA)
    • 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
    Term Sheet / Letter of Intent (LOI)
    • 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.
    Due Diligence Checklist / Questionnaire 
    • 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.
    Due Diligence Documents 
    • 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

    Phase 2: The Discovery & Core Agreements

    Document Function
    List of Outstanding Issues/ Documents
    • 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.
    Due Diligence Report
    • 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.
    Executive Summary 
    • 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.
    Share Sale Agreement (“SSA”) /

    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.

    Phase 3: Completion & Closing Mechanics

    Document Function
    Conditions Precedent (“CP”) /

    Completion Checklists

    • For both Seller and Buyer to track fulfilment of CP / Completion Deliverables.
    Disclosure Letter
    • Prepared by the seller to disclose exceptions to the warranties given in the SSA/ASA.
    • Helps limit the seller’s post-completion liability.
    Resolutions
    • 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.
    Completion Accounts /

    Purchase Price Adjustment Documents

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

    Phase 4: Post- Completion 

    Document Function
    Section 105 (Form of Transfer of Securities)
    • 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.
    Shareholders’ Agreement (SHA)
    • Governs relationships between the company shareholders after completion.
    • Sets out rights, obligations and governance arrangements of the target company.

    🔑 Key Takeaway: 

    Every M&A deal is built on a suite of documents, each shaping the deal, defining risks and guiding decisions.

    Understanding the purpose and interplay of these documents is essential for smooth execution, effective risk management and informed decision-making.

    In Essence:

    Disclaimer: The content of this article is intended for general informational purposes only and does not constitute formal legal advice.

    Our Corporate team regularly advises local and international corporations on mergers and acquisitions (M&A), cross-border transactions, joint ventures, and corporate restructuring. We also provide comprehensive support for shareholders’ agreements and general commercial advisory to help businesses navigate the Malaysian regulatory landscape.

    For legal assistance or further inquiries regarding your corporate matters, please feel free to contact us.

  • February 12, 2026

    We are pleased to have acted for the Purchaser in the acquisition of freehold industrial land located in Bandar Sri Sendayan, Negeri Sembilan.

    The conditional sale and purchase agreement was entered into on 27 January 2026 with Sapura Machining Corporation Sdn Bhd, a wholly owned subsidiary of Sapura Industrial Berhad, for the acquisition of approximately 35,332 square metres of land at a total consideration of RM24.72 million.

    Our Corporate team regularly advises local and international corporations on mergers and acquisitions (M&A), cross-border transactions, joint ventures, and corporate restructuring. We also provide comprehensive support for shareholders’ agreements and general commercial advisory to help businesses navigate the Malaysian regulatory landscape.

    For legal assistance or further inquiries regarding your corporate matters, please feel free to contact us.

  • January 27, 2026

    Are you buying the company or just what’s inside it? One decision. Major Consequences.

    Every business acquisition starts with a critical question: Are you buying the company, or just the assets that matter to you?

    • In a Share Sale, you acquire shares in the company — this may be 100% of the shares (full control) or a partial share sale. In either case, you take on the company’s assets, liabilities, contracts and its full corporate history.
    • In an Asset Sale, you selectively acquire only the assets and operations you want, leaving the rest with the Seller.

    Key Differences between Share Sale & Asset Sale:

    Aspect Share Sale Asset Sale
    What’s Being Sold/ Scope Buyer acquires ownership of shares and gains control of the entire company, including all assets and liabilities. Buyer acquires specific assets and liabilities (e.g. properties, equipment and machinery, etc.). Seller retains the rest.
    Contract Parties The shareholder and the Buyer. The company itself and the Buyer
    Tax Implications

    (For general information only. Please seek professional advice for actual tax implications.)

    • May be subject to Capital Gains Tax on gains from the disposal of unlisted shares (if the Seller is a company, limited liability partnership, trust body or co-operative society).
    • May trigger Real Property Gains Tax (“RPGT”) (if it’s shares in a real property company).
    • Stamp duty may apply on share transfers.
    • No stamp duty on individual assets (because no change in asset ownership).
    • Ad valorem stamp duty may apply per transfer of asset (land, property, etc.)
    • Gains from disposal may be taxable depending on the type of asset:
      • Real property → RPGT
      • Plant & Machinery / Equipment → Balancing charges (A balancing charge is added when an asset is sold above its tax written-down value.)
    Consents & Approvals
    • Pre-emption rights or tag-along rights may apply
    • Change-of-control clauses in contracts may require consent.
    • May require third-party consents, novations, assignments and approvals.
    • Board/shareholder resolutions may be required if a “substantial portion” of the business is disposed of (Section 223 Companies Act 2016).
    Employment No change of employer, employee consent is not required.
    • No automatic transfer of employees. Employee’s consent will be required.
    • Employment procedures, notice periods and termination benefits under the Employment Act 1955 and Employment (Termination and Lay-Off Benefits) Regulations 1980 may be applicable (mainly for employees earning ≤ RM4,000 or manual labour).

    * Note: Employees who reject equally favourable terms may lose entitlement to termination benefits.

    Due Diligence Considerations
    • Review corporate records and governance compliance.
    • Check litigation, regulatory compliance, and tax filings.
    • Investigate related-party transactions and contingent liabilities.
    • Verify title and ownership of assets.
    • Assess encumbrances or security interests.
    • Review assignability of contracts and licences.
    • Perform physical inspection of assets.
    Warranties & Indemnities
    • Warranties generally cover all aspects of the target company.
    • Indemnities typically for tax, litigation and contingent liabilities.
    • Warranties limited to specific assets sold.
    • Indemnities are narrower, depending on the asset type and exposure.

    Pros & Cons for Buyer and Seller:

    Share Sale

    Party Pros Cons
    Buyer
    • Continuity of business and operations.
    • No need to reassign contracts or employees.
    • Maintains existing licenses and permits.
    • Preserves goodwill and the company’s brand reputation.
    • Inherits all existing liabilities (both known and unknown).
    • Potential exposure to historical or ongoing litigation or statutory breaches of the company.
    • Extensive due diligence is required to uncover potential risks.
    Seller
    • Potentially higher sale price, as the buyer acquires the whole company.
    • Clean exit from the business.
    • Fewer transfer formalities (i.e. no individual transfer of assets).
    • Buyers may demand extensive warranties or indemnities to mitigate risk.
    • Potential liability from post-completion claims if warranties/indemnities are triggered.
    • Negotiations may be complex due to liability concerns.

    Asset Sale

    Party Pros Cons
    Buyer
    • Can selectively acquire assets and liabilities.
    • May avoid unwanted or unknown assets or liabilities.
    • Lower risk of inheriting historical or existing litigation or regulatory non-compliance.
    • Asset-by-asset transfers can be time-consuming.
    • Higher legal, registration, stamp duty and potential tax costs
    Seller
    • Can sell specific assets while retaining core or strategic parts of the business.
    • Allows monetisation of certain assets for reinvestment or restructuring.
    • Warranties, indemnities and terms can be tailored for each asset.
    • The sale price may be lower due to a selective asset purchase.
    • Asset-by-asset transfers can be time-consuming.
    • Employees don’t automatically transfer — possible claims.
    • May retain certain liabilities not assumed by the buyer.
    • Tax implications vary by asset.

    🔑 Key Takeaway: 

    Choosing between Share Sale and Asset Sale is more than just a technical decision – it affects your legal exposure, tax implications, operational control and transaction complexity.

    In Essence:

    Disclaimer: The content of this article is intended for general informational purposes only and does not constitute formal legal advice.

    Our Corporate team regularly advises local and international corporations on mergers and acquisitions (M&A), cross-border transactions, joint ventures, and corporate restructuring. We also provide comprehensive support for shareholders’ agreements and general commercial advisory to help businesses navigate the Malaysian regulatory landscape.

    For legal assistance or further inquiries regarding your corporate matters, please feel free to contact us.