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Guide to Mergers & Acquisition

Guide to Mergers & Acquisition

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Published by ibn Abdillah
A guideline on Malaysian corporate mergers and acquisition exercise
A guideline on Malaysian corporate mergers and acquisition exercise

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Published by: ibn Abdillah on Apr 28, 2009
Copyright:Attribution Non-commercial

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07/12/2013

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Guide to Mergers & AcquisitionsMalaysia
 
DISCLAIMER 
It should be noted that the material in this book is designed to provide general information only. It is not offered as advice onany particular matter, whether it be legal, procedural or other, and should not be taken as such. The authors expressly disclaim all liability to any person in respect of the consequences of anything done or omitted to be done wholly or partly inreliance upon the whole or any part of the contents of this book. No reader should act or refrain from acting on the basis of any matter contained in it without seeking specific professional advice on the particular facts and circumstances at issue.
 
CONTENTS
Items
 
Page
INTRODUCTION
1
TYPES OF TRANSACTIONS
1SHARE VERSUS ASSET PURCHASE 1Simplicity 1Stamp duties and other factors 1FOREIGN VERSUS DOMESTIC INVESTMENT CONSIDERATIONS 2
STATUTORY CONSENTS AND APPROVALS
2FOREIGN INVESTMENT RESTRICTIONS 2Non-legal (Administrative) control 2Legal control 4COMPETITION LAW 4EXCHANGE CONTROLS 4CORPORATE AND SECURITIES LAW ISSUES 6Disposal of the whole or substantially the whole of the company’sundertaking or property 6Consideration shares 6Connected transactions 6Specific Industry Regulation 7
NON-REGULATORY CONSENTS AND APPROVALS
7
TAXATION ISSUES
7JURISDICTION TAX 7Income tax 7Carrying forward net operating losses following a change in ownership 8Capital gains tax 8Withholding Tax System 8TRANSACTIONAL TAX 9Stamp duty 9
EMPLOYMENT ISSUES
9
DOCUMENTATION AND DUE DILIGENCE
10PRELIMINARY AGREEMENT - MEMORANDUM OF UNDERSTANDING / LETTEROF INTENT 10DUE DILIGENCE 10DOCUMENTATION AND AGREEMENTS 11REPRESENTATIONS AND WARRANTIES 11CHECKLIST FOR PROVISIONS IN AN ACQUISITION AGREEMENT 11COMPLETION 12
PUBLIC OR LISTED COMPANY CONSIDERATIONS
12ACQUISITION OF A SUBSTANTIAL SHAREHOLDING 12Insider trading 12Takeovers Code 13Mandatory offer obligation 13Announcements 14Compulsory acquisition of a minority shareholding 15Listing rules 15Timetable 15

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