A Board Resolution For Acquisition Of Business is a crucial corporate document required under Malaysian law when a company intends to acquire another business or company. This document is essential for demonstrating proper corporate governance and compliance with the Companies Act 2016. It is typically prepared following detailed due diligence and negotiations, and precedes the execution of final transaction documents. The resolution must be passed at a properly convened board meeting with sufficient quorum, documenting the board's careful consideration of the acquisition's terms, risks, and benefits. It serves as evidence of the board's authorization and can be required by various stakeholders, including regulators, banks, and the target company. The resolution should align with the company's constitution and any relevant listing requirements if the company is publicly listed in Malaysia.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Attendance and Quorum: List of directors present, confirmation of quorum, and details of meeting chair
3. Background: Context of the proposed acquisition, including business rationale and summary of the target business
4. Consideration of Documents: List of documents tabled and considered by the board, including valuation reports, due diligence findings, and transaction documents
5. Declaration of Interests: Disclosure of any directors' interests in the transaction
6. Key Terms of Acquisition: Summary of principal terms including purchase price, payment terms, and key conditions
7. Board Deliberation: Record of the board's consideration of key factors, risks, and benefits
8. Resolutions: The formal resolutions being passed, including approval of the acquisition and authorization of specific actions
9. Authorization: Appointment of authorized persons to execute documents and take necessary actions
10. Certification: Signature section certifying the resolution as true and accurate
1. Regulatory Compliance: Specific section addressing compliance with regulatory requirements, needed if the acquisition requires regulatory approvals
2. Financing Arrangements: Details of any financing or funding arrangements, required if the acquisition involves external financing
3. Post-Acquisition Integration: Overview of integration plans, included when the board wishes to document integration strategy
4. Risk Assessment: Detailed analysis of identified risks and mitigation strategies, included for significant acquisitions
5. Shareholder Approval: Reference to requirement for shareholder approval, needed if the acquisition requires shareholder approval under the constitution or law
1. Schedule 1 - Transaction Documents: List of all transaction documents approved by the board
2. Schedule 2 - Key Terms Summary: Detailed summary of the principal terms of the acquisition
3. Schedule 3 - Financial Information: Summary of relevant financial information and valuations
4. Schedule 4 - Due Diligence Summary: Key findings from due diligence investigations
5. Appendix A - Board Meeting Notice: Copy of the notice convening the board meeting
6. Appendix B - Supporting Documents: Copies of key documents considered by the board
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Financial Services
Real Estate
Retail
Healthcare
Energy
Telecommunications
Construction
Agriculture
Mining
Transportation
Professional Services
Education
Hospitality
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Board of Directors
Compliance
Risk Management
Corporate Secretariat
Strategy
Investment
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Development Director
Board Director
Managing Director
Head of Mergers & Acquisitions
Finance Director
Compliance Officer
Risk Management Officer
Investment Director
Executive Director
Non-Executive Director
Independent Director
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