Mergers & Acquisitions (M&A) continues to be the driving force and is an essential part of the corporate business strategy of any company focused on growth. Company directors and senior management need to master the art of managing M&A in leading and growing their business ahead of the competition. Malaysia has seen its fair share of interesting M&As, especially in banking, plantation, pharmaceutical and food & beverages industries. The success rate of M&As in Malaysia has been mixed, and forms an interesting case study on what makes or breaks an M&A deal.

This one-day Board Risk Management programme is designed to equip Directors with an overview of the legal obligations during M&A activities, and the potential risks and pitfalls. The session will also include discussions on the Section 17A on Corporate Liability of the Malaysian Anti-Corruption (Amendment) Act 2018 which was gazetted in May 2020, and the legal guidelines for compliance.

 

Learning Outcomes

  • Define M&A and the rationale behind it
  • Describe relevant statutes and regulations which govern M&A activities
  • Explain the responsibility of the Board in providing risk management oversight during M&A activities
  • Identify the potential ‘red flags’ during M&A activities

 

Who is this Programme For?

All; from newly appointed to senior directors

Virtual Classroom Format
4 hours (20 minutes Virtual Networking Break)
Interactive Facilitated Learning
ICDM Virtual Classroom
01 Apr 2021
9:00 AM - 1:00 PM
Munir Abdul Aziz, Managing Partner, Principal, Mergers & Acquisitions of Wong & Partners, Malaysia
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Programme Outline

9:00am What is M&A and Why Do it? (60 mins)

  • M&A as a Form of Inorganic Growth
  • Rationale for M&A
  • Why M&A is a normal business strategy
  • Different Types of M&A and who instigates M&A transactions
  • M&A Lifecycle
  • The inherent business risks of M&A

10:00 am Directors’ Role in the M&A Process (60mins)

  • Conceptualisation and initial documentation
  • Assessing offers and obligations to seek better offers
  • Due diligence
  • Structuring and valuation
  • Competing bids
  • Announcement and working towards completion
  • Completion and post-acquisition integration

11:00am Virtual Break (30 mins)

11:00am The Risks and Pitfalls for a Director (60mins)

  • The expectations under the Companies Act, the CMSA and other applicable laws
  • How does a director discharge the duty to act in the best interest of the company
  • Duties of care and the business judgment rule
  • Standard of care in due diligence
  • Disclosure requirements
  • When does a bad bargain amount to negligence?

12:30pm Summary, Recap and Final Questions (30 mins) 1:00 pm Programme Ends

Tuesday | 2 March 2021 (Facilitator: Professor Uantchern Loh)
8.30am - 9.00amRegistration
9.00am - 10.30amSession 1 – Describe what cultural diversity is and why it is important to the board. Cultural diversity is the invisible hand that influences and guides companies, and is crucial to a company’s ability to develop and implement appropriate strategies. This session examines how cultural diversity can be defined and why it has become a key item on the board agenda.Session 2 - Discuss how cultural diversity is linked to stakeholder engagement and purpose. This session discusses how cultural diversity is inextricably linked to stakeholder engagement and purpose. This link, when successfully managed, can lead to long-term value creation for stakeholders.
10.30am - 11.00amNetworking Break
11.00am - 1.00pmSession 3 – Determine how culture diversity should be measured and recognise the early warning signs of a misaligned culture. The measuring of cultural diversity provides an early warning system for culture misalignment. Therefore, it is important to identify clear indicators of cultural diversity and to set targets against those indicators to steer the organisation in the right direction.Session 4 – Recognise how companies should embed cultural diversity in the Boardroom and within the organisation. Cultural diversity implementation demonstrates how companies are embedding cultural diversity within the organisation through its policies, mechanisms, and processes. It defines the efforts in ensuring linkages between cultural diversity, and the decisions made within the company, be it at board, management or employee level.Session 5 – Learn how to evaluate cultural diversity and report to stakeholders. This final session is focused on how to measure cultural diversity within the organisation. It is a litmus test of the board’s effectiveness in committing, measuring, and implementing cultural diversity in the organisation.
1.00pmEnd of Programme

The Organiser reserves the right to alter the content and timing of the programme as it deems fit and is not responsible for cancellations due to unforeseen circumstances.Photo by Malena Gonzalez Serena on Unsplash

Speaker

Munir Abdul Aziz
Munir Abdul Aziz , ICDM
Partner, Corporate Commercial Practice, Wong & Partners & Board of Trustees of the Malaysian AIDS Foundation