SC Tan & Loo

Corporate Strategy and Growth

Whether you are acquiring a business, entering into a joint venture, or raising capital for expansion, our team is here to assist you through every stage - with clarity, efficiency, and strategic insight. We also advise founders, investors, and companies during pivotal moments of growth or transformation, including fundraising, corporate structuring, and exit planning.

Our Corporate and M&A practice offers practical, commercially focused legal support for a wide range of transactions and business needs. We assist both local and cross-border clients, helping them navigate complex corporate matters with their goals and risks front of mind.

Our areas of practice include:

  • Pre-merger/acquisition strategic analysis
  • Transaction structuring and negotiation
  • Group structuring and restructuring
  • Merger, acquisition and disposal
  • Buy-side and sell-side legal due diligence
  • Share sale/purchase agreement
  • Business sale/purchase agreement
  • Asset sale/purchase agreement
  • Shareholders agreement
  • Private equity investment
  • Venture capital
  • Funding/Fundraising
  • Joint venture
  • Co-operation/Collaboration
  • General corporate advisory
  • Corporate governance
  • Corporate compliance program/policy
  • Start-up business essential toolkits (founders’ agreements, employee stock options, subscription agreements)

Frequently Asked Questions (FAQs)

1
What are the key ways to acquire a business?

There are three common structures:

  • Share purchase – acquiring the shares of the company and taking over its assets and liabilities.
  • Asset purchase – acquiring selected assets (and possibly certain liabilities) of the business.
  • Business purchase – acquiring the business as a going concern, often involving a mix of assets and operational transfer.

The right structure depends on your goals, tax exposure, and risk appetite. We help clients assess and execute the optimal approach.

2
What should I do before acquiring another business?

A critical first step is to conduct due diligence — a legal and financial review of the target company. This helps uncover potential liabilities and assess the commercial value of the transaction. Key areas include:

  • Corporate structure and records
  • Financial and tax position
  • Contracts, assets, and liabilities
  • Regulatory compliance and legal risks
  • Employment and intellectual property issues

You’ll also need a well-drafted sale and purchase agreement with appropriate warranties, indemnities, and protections.

3
What should I consider before selling my business?

You’ll need to prepare for due diligence by organising financial and legal documents. Before sharing sensitive information, ensure a robust non-disclosure agreement (NDA) is in place, especially if the potential buyer is a competitor. Your lawyer should negotiate favourable terms in the sale agreement, such as:

  • Payment structure
  • Pre-closing conditions
  • Limitations on warranties and indemnities

This helps reduce your post-sale liabilities and ensures a smoother exit.

4
Do I need a lawyer for an M&A transaction?

Yes. M&A transactions involve complex legal, financial, and regulatory considerations.

  • Buyers need legal guidance to uncover and mitigate risks.
  • Sellers need protection from post-completion claims and liabilities.

A lawyer ensures the deal is properly structured, legally compliant, and aligned with your commercial goals.

5
Can you handle cross-border M&A transactions?
Yes. We regularly advise clients on cross-border acquisitions, joint ventures, and international disposals. Our team combines Malaysian legal expertise with familiarity in international deal-making to guide you through regulatory, structural, and cultural considerations.
6
How long does an M&A deal typically take?
A straightforward transaction may take 4–8 weeks, while more complex or cross-border deals can take several months. We work closely with our clients and counterparties to manage timelines and keep momentum.
7
Do you assist with post-transaction matters?
Absolutely. We continue to advise on post-completion integration, including group restructuring, shareholder arrangements, compliance, and corporate governance — ensuring stability and alignment with your long-term objectives.
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