Published counsel from our team. Practical, plain-spoken writing for founders, boards, and advisors. First pieces publishing soon.
The Companies (Amendment) Act 2024 and the 2025 Access Regulations have reshaped disclosure obligations. Nominee structures no longer offer cover.
Read MoreA "not investment advice" disclaimer will not save you from the Securities Commission's licensing requirement. We map the actual line under Schedule 2 of the CMSA 2007.
Read MoreBefore accepting a board seat, understand how the Companies Act 2016 defines a director, and the five statutory grounds that disqualify a person from the role.
Read MoreShareholders own the company; directors run it. Confusing the two is how founder-shareholders end up answering for duties they did not realise they owed.
Read MorePay your directors the wrong way and the "fee" becomes a debt back to the company, plus a fine of up to RM3 million.
Read MoreThe Companies Act sets the floor, not the ceiling. A shareholders' agreement is what tailors that floor to your actual deal.
Read MoreThey look like they do the same job, until the day they don't, and you find out the hard way which one actually binds you.
Read MoreHold 20% of a company and the majority can run rings around you, unless your shareholders' agreement makes five specific clauses non-negotiable.
Read MoreOne clause in your shareholders' agreement can stop the majority from selling the warehouse, pivoting the business, or mortgaging the office, overnight.
Read MoreHolding the biggest stake in a company does not guarantee control, a well-drafted shareholders' agreement is what keeps majority decision-making smooth and dispute-free.
Read MoreWithout a clear exit plan in your shareholders' agreement, a single departing shareholder can turn a thriving business into confusion, disputes, and legal battles.
Read MoreBefore accepting the Compliance Officer role in a Malaysian LLP, check that you qualify under s.27 of the LLP Act 2012 and are not disqualified under s.28.
Read MoreAn LLP Compliance Officer is not a ceremonial role, get statutory filings wrong and you may be personally liable for the LLP's penalties.
Read MoreLLPs blend the flexibility of a partnership with the limited-liability protection of a company, but only one is the right vehicle for your business.
Read MoreA General Partnership exposes every partner's personal assets to the firm's debts. An LLP doesn't, and that single difference reshapes the risk equation.
Read MoreIn an M&A deal, the red flags you miss in due diligence are the ones that blow up the transaction later.
Read MoreIgnored red flags do not disappear, they reappear as terminated contracts, defaulted loans, and companies you paid for but do not legally own.
Read MoreFounders should vest their own shares. Otherwise an early-departing co-founder walks with the full equity stake.
Read MoreTwo clauses that determine what a clean exit looks like, and whether the shareholders' agreement actually works under pressure.
Read MoreHow investors protect themselves against down-rounds. The formula choice decides who bears the pain.
Read MoreWhen 50/50 shareholders cannot agree, the SHA's deadlock clause decides whether the company survives.
Read MoreStatutory pre-emption is the default, and a recent Federal Court ruling redefined how it is disapplied.
Read MoreEvery director must declare every interest in every transaction. Breach is a criminal offence.
Read MoreWhen a company sells, buys, or transfers a substantial asset, the shareholders, not the board, decide. The 25% three-test rule defines what is "substantial".
Read MoreThe statutory remedy of last resort for shareholders whose rights are being trampled. The court has wide powers, including ordering a buy-out at fair value.
Read MoreWhat companies can and cannot lend to their directors and their families. Breach attracts fines of up to RM3 million.
Read MorePrivate companies need not hold AGMs. Section 340 limits the AGM requirement to public companies. Here is what replaces it.
Read MoreThe s. 30 LLP Act 2012 conversion process, the conditions, and what changes the day it completes. The decision is irreversible, make it with a 5 to 10 year horizon.
Read MoreWhy Malaysia is stricter than England, and what can still be enforced. Section 28 voids most post-employment non-competes.
Read MoreMost teams split equally because it feels fair on day one. Most regret it within two years.
Read MoreWhy every growth-stage company eventually puts in an option pool, and how to size it.
Read MoreThe single document every founder must keep clean from day one, until investors come knocking.
Read MoreHow early-stage capital comes in before a priced round, and what to watch in Malaysian deals.
Read MoreBridging the valuation gap between buyer and seller, and the disputes that follow.
Read MoreThe buyer's walk-away right between signing and closing, and how Malaysian courts approach it.
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