Mergers & Acquisitions
- 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.
- January 13, 2026
Meta, which operates major social media platforms including Facebook, Instagram, WhatsApp and Threads, has acquired Manus AI, a Singapore-based AI start-up founded by Chinese entrepreneurs, in a transaction reportedly valued between US$2 – 3 billion. Manus is known for its autonomous general-purpose AI agents capable of executing complex tasks with minimal human input, making it a strategic addition to Meta’s AI ecosystem.
The deal has also drawn post-acquisition regulatory scrutiny, with Chinese authorities reviewing whether Manus’s AI technologies developed in China fall under national security or export control regulations, highlighting the geopolitical and legal complexity of cross-border AI M&A.
Taken together, this development demonstrates the strategic potential of autonomous AI acquisitions while highlighting the regulatory and geopolitical risks they entail.
🌏 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.
- December 11, 2025
Netflix has recently announced its proposed acquisition of Warner Bros. Discovery, valued at approximately US$82.7 billion (“𝗣𝗿𝗼𝗽𝗼𝘀𝗲𝗱 𝗔𝗰𝗾𝘂𝗶𝘀𝗶𝘁𝗶𝗼𝗻”), merging a content powerhouse with a leading streaming platform and reshaping the global entertainment landscape.
While the Proposed Acquisition marks a landmark moment for the industry, it has also triggered a consumer-led competition law challenge, raising regulatory concerns over market concentration and reduced competition in the US subscription video-on-demand market, particularly through the elimination of HBO Max as a significant competitor of Netflix.
Taken together, this development underscores the heightened regulatory and legal risks associated with mega-mergers in the digital entertainment space.
🌏 With this post, we kick off our 𝐆𝐥𝐨𝐛𝐚𝐥 𝐃𝐞𝐚𝐥 𝐑𝐚𝐝𝐚𝐫 series!
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.
- November 7, 2025
We are delighted to have advised iMedia Asia, a wholly-owned subsidiary of Catcha Digital Berhad, in its acquisition of 100% equity interest in the company behind Malaysia’s leading consumer technology media platform.
Our Corporate and Commercial team supported all legal aspects throughout the transaction, from the legal due diligence exercise to the negotiation and finalisation of the Share Sale Agreement.
The transaction was led by our Corporate and Commercial team, Kenneth Wong, Chermaine Chen, and Gillian Lee, whose collaborative efforts were instrumental in bringing the transaction to a successful fruition.
Congratulations to the Catcha and iMedia team, Eric Tan, Tze Khay Voon, Jacky Tee, Cedric Lee Yitzhen, and Chin Yi Hong on this milestone in expanding the group’s digital media network!
🔗Media coverage: –
- https://www.businesstoday.com.my/2025/11/06/catcha-acquires-local-tech-site-technave-for-rm6-million/
- https://themalaysianreserve.com/2025/11/06/catcha-digital-to-acquire-technave-owner-maxoom-for-rm6-m/
- https://technode.global/2025/11/07/catcha-digital-acquires-technave-for-1-47m-to-strengthen-position-in-consumer-tech-digital-media/
- https://technave.com/gadget/Catcha-Digital-buys-TechNave-for-RM6-125-million-44787.html
- https://newswav.com/article/catcha-digital-acquires-100-of-tech-digital-media-company-technave-for-rm6-A2511_cp1mG6
- https://www.dagangnews.com/article/terkini/catcha-digital-ambil-alih-technave-bernilai-rm613-juta-60558
- https://www.marketing-interactive.com/catcha-digital-continues-acquisition-streak-takes-full-ownership-of-technave
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.
- August 15, 2025
We are honoured to be entrusted once again by Catcha Digital Berhad in its latest strategic move – the acquisition of a majority equity interest in a leading group of exhibition and event management companies, renowned for organising large-scale trade exhibitions across diverse industries.
The transaction was led by Kenneth Wong, Chermaine Chen, Emily Lee En Ying and Lee Yen Chyi from our Corporate and Commercial team, who advised on all legal aspects from due diligence to the negotiation and finalisation of the definitive agreements.
The deal involved a pre-transaction restructuring and the acquisition of 3 entities (comprising the main target company, its subsidiary and associate company). It was structured with performance-based elements, where tailored legal solutions and seamless collaboration were crucial in aligning with the commercial objectives of both parties.
Congratulations to Catcha Digital’s team, Eric Tan, Oscar Ong and Chin Yi Hong on this exciting new milestone!
Read more here: https://www.businesstoday.com.my/2025/08/14/catcha-digital-expands-into-trade-exhibition-industry-with-rm11-38-million-acquisition/
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.
- August 1, 2025
We are pleased to have acted for a USA-incorporated company in its acquisition of the majority equity interest in a long-established Malaysian manufacturer, as part of a strategic bolt-on acquisition to complement and expand its operations in the region.
Our Corporate and Commercial team advised on all legal aspects of the transaction, including legal due diligence, negotiation, and finalisation of the definitive agreements.
The transaction required close milestone tracking and strategic oversight, especially in navigating the sensitivities surrounding the staged payments and the commercial terms agreed between the parties.
The transaction was led by members of our Corporate and Commercial team – Kenneth Wong, Chermaine Chen, and Lee Yen Chyi – whose dedication and collaborative effort were instrumental in bringing the deal to fruition.
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.
- July 3, 2025
We are pleased to have acted for the Vendors in a series of land disposal transactions involving parcels of freehold land located along Jalan Puchong, Kuala Lumpur.
The signing ceremony for the sale and purchase agreements (“SPAs”) took place on 1 July 2025, marking the commencement of these transactions. Senandung Raya Sdn Bhd, a wholly-owned subsidiary of Kerjaya Prospek Group Berhad, entered into three separate SPAs with the following Vendors:
- one with Sunrise Bright City Sdn Bhd for the acquisition of a parcel of land measuring approximately 1.5681 hectares for RM59.08 million; and
- two with Top Up Properties Sdn Bhd, for two adjoining parcels measuring approximately 0.6980 and 0.7280 hectares, valued at RM26.30 million and RM27.43 million respectively.
This deal also brought our involvement with the Vendors full circle, as we had previously advised them on two of their initial land acquisitions nearly a decade ago.
🔗Official announcements on Bursa Malaysia:
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.
- December 23, 2024
We are pleased to share that our Corporate & Commercial team – comprising Kenneth Wong, Chermaine Chen and Lee Yen Chyi recently advised on an acquisition exercise involving a company whose main asset is a large parcel of land.
Unlike our typical M&A transactions, this deal required a particular focus on land-related issues, as our client plans to develop the site into industrial factories.
This transaction marks the third M&A deal we’ve successfully advised on in the past two months. We extend our gratitude to our clients for placing their trust in us.
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.
- December 4, 2024
We are pleased to share that the firm’s Corporate & Commercial team, comprising Kenneth Wong, Chermaine Chen, and Emily Lee En Ying, has successfully completed an exciting acquisition transaction.
We acted for the purchaser in acquiring a 51% stake in a leading digital marketing company with operations in Malaysia and Thailand. This transaction stood out for its complexity, as the purchaser focused solely on the Malaysian and Thai operations, while the vendor retained ownership of other group entities involved in similar, non-competing businesses.
Key challenges included coordinating a seamless internal restructuring on the vendor’s side and ensuring that the acquired companies could operate harmoniously alongside the vendor’s retained businesses. Striking a balance to maintain synergies between the parties’ respective entities was vital to achieving a mutually beneficial outcome for all stakeholders.
We extend our appreciation to Donovan & Ho, represented by Shawn Ho and Sylvia Lock, who acted for the vendor. Their expertise and collaborative approach were instrumental in overcoming the intricacies of this deal.
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.
- November 29, 2024
We are pleased to have acted as legal advisors to Catcha Digital Berhad in its acquisition of 51% stake in Nexible Solutions Sdn Bhd, a SaaS provider, for a purchase consideration of RM11.38 million.
Congratulations to the Catcha Digital team (Eric Tan, Oscar Ong, and Chin Yi Hong) on this significant milestone, and thank you for entrusting Daniel & Wong in supporting you on this journey.
Read more here: https://theedgemalaysia.com/node/735914
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.
