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Board Resolution For Takeover Of Company for Malaysia

Board Resolution For Takeover Of Company Template for Malaysia

A formal board resolution document governed by Malaysian law that records the board of directors' decision to proceed with a company takeover. The document complies with the Companies Act 2016 and, where applicable, the Malaysian Code on Take-overs and Mergers 2016. It details the board's approval of the acquisition terms, consideration of due diligence findings, and authorization of specific actions required to execute the takeover. The resolution includes essential elements such as transaction terms, financial considerations, and delegated authorities, while ensuring compliance with Malaysian corporate governance requirements and regulatory frameworks.

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Board Resolution For Takeover Of Company

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What is a Board Resolution For Takeover Of Company?

A Board Resolution For Takeover Of Company is a crucial corporate document required under Malaysian law when a company intends to acquire another entity. This document is essential for compliance with the Companies Act 2016, the Capital Markets and Services Act 2007, and the Malaysian Code on Take-overs and Mergers 2016. It serves as the official record of the board's deliberation and approval of the takeover transaction, including consideration of valuation, strategic fit, and risk assessment. The resolution must be properly executed during a valid board meeting with quorum requirements met, and typically precedes the execution of definitive transaction documents. It demonstrates proper corporate governance and provides protection for directors in fulfilling their fiduciary duties. The document is particularly important for regulatory submissions and may be required by financing institutions, regulatory bodies such as the Securities Commission Malaysia, and other stakeholders involved in the takeover process.

What sections should be included in a Board Resolution For Takeover Of Company?

1. Title and Date: Formal title of the resolution and date of the board meeting

2. Company Details: Full legal name, registration number, and registered address of the company

3. Present Directors: List of directors present at the meeting and confirmation of quorum

4. Background: Context of the proposed takeover, including brief description of the target company and strategic rationale

5. Preliminary Matters: Confirmation of notice, quorum, and any declarations of interest by directors

6. Consideration of Documents: List of key documents presented to and reviewed by the board

7. Key Terms of Takeover: Essential terms including purchase price, payment method, and basic structure of the transaction

8. Board Determinations: Board's findings regarding the fairness and benefits of the transaction

9. Resolutions: Specific resolutions being passed, including approval of the takeover and authorization of specific actions

10. Authority to Execute: Authorization of specific directors/officers to execute documents and take necessary actions

11. Certification: Certification of the resolution by the Chairman/Company Secretary

What sections are optional to include in a Board Resolution For Takeover Of Company?

1. Regulatory Compliance: Specific references to regulatory requirements and confirmations, used when the takeover involves regulated industries or listed companies

2. Financing Arrangements: Details of any financing arrangements for the takeover, included when external financing is part of the transaction

3. Post-Completion Matters: Specific instructions for actions to be taken after completion, included for complex transactions

4. Risk Assessment: Summary of key risks and mitigation strategies, included for significant transactions

5. Integration Planning: Overview of post-takeover integration plans, included for major operational integrations

6. Conditions Precedent: Specific conditions that must be met before proceeding, included when there are particular requirements to be satisfied

What schedules should be included in a Board Resolution For Takeover Of Company?

1. Schedule 1 - Target Company Information: Detailed information about the target company including corporate information and key assets

2. Schedule 2 - Transaction Documents: List and copies of key transaction documents approved by the board

3. Schedule 3 - Financial Terms: Detailed breakdown of the financial terms including payment structure and adjustments

4. Schedule 4 - Due Diligence Summary: Summary of key findings from due diligence investigations

5. Schedule 5 - Authorized Signatories: List of authorized signatories and their respective signing authorities

6. Appendix A - Valuation Report: Summary or full copy of the independent valuation report

7. Appendix B - Legal Opinion: Legal opinion confirming the legality and enforceability of the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Malaysia

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions






























Clauses























Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Retail

Energy

Telecommunications

Consumer Goods

Professional Services

Transportation

Construction

Agriculture

Mining

Education

Relevant Teams

Legal

Corporate Secretarial

Finance

Mergers & Acquisitions

Risk Management

Compliance

Corporate Governance

Executive Management

Board Secretariat

Corporate Strategy

Investment Relations

Relevant Roles

Chief Executive Officer

Board Chairman

Company Director

Company Secretary

Chief Financial Officer

Chief Legal Officer

Corporate Counsel

Head of Mergers & Acquisitions

Finance Director

Corporate Secretary

Risk Management Officer

Compliance Officer

Managing Director

Executive Director

Independent Director

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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