SC Tan & Loo
corporate lawyer

Expert Corporate Lawyer with 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, led by experienced corporate lawyers, offers practical, commercially focused legal support for a wide range of corporate transactions and business needs in Malaysia and across jurisdictions. We work with both local and international clients, helping them navigate complex corporate matters while keeping their goals and risks front of mind.

corporate lawyer Malaysia

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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