Document background
The Share and Asset Purchase Agreement (SAPA) is a sophisticated transaction document used in Malaysian business acquisitions where both company shares and specific assets are being acquired simultaneously. This hybrid agreement is particularly useful when the transaction structure requires both corporate ownership transfer and direct asset acquisition, common in complex M&A deals under Malaysian jurisdiction. The document encompasses detailed provisions for share transfer mechanics, asset identification and transfer, purchase price allocation, warranties for both shares and assets, and completion requirements. It must comply with Malaysian corporate and contract law, including the Companies Act 2016, while addressing practical aspects such as employee transfers, intellectual property rights, and regulatory approvals. The SAPA is typically used in situations where buyers wish to acquire both control of a company and specific assets that may be held outside the target company structure.
