MWKA Lunch Talk: Negotiating Series-A Term Sheets in Malaysia & Singapore



One of the most significant events in a startup company’s life cycle is raising its first round of venture capital. Up to that point, most companies survive by owners “bootstrapping it” with help from angel investors. These earlier rounds of investments are relatively simplistic and don’t involve overly complex structures or intense negotiations with the investors. However, when the startup enters the venture world, all this changes dramatically: startups are now faced for the first time with a whole host of fairly new and complex topics.

In this talk we aim to explain, in relatively simple terms, many of the key concepts that arise in a typical venture capital transaction in both Malaysia and Singapore. As we appreciate that investments from Singapore are becoming increasingly common, we have arranged for Farallon Law Corporation of Singapore to share their experiences with us.

Talk Points

  • Considering an appropriate investment instrument for Series-A;
  • Fixing the valuation and tranche payments;
  • Ascertaining the degree of board and shareholder participation;
  • Identifying management and information rights;
  • Considering the dilution effects of Series-A;
  • Considering the impact of Series-A on existing incentive schemes and future fundraising;
  • Exit mechanisms and liquidation preference;
  • Observations of legal issues in fundraising in Singapore; and
  • Q&A.


Lim Jo Yan is a partner at MahWengKwai & Associates and heads our Corporate and Commercial Practice Group.

He advises on mergers and acquisitions, private equity, venture capital, fintech andgeneral corporate and commercial transactions. Jo Yan also has experience in joint ventures, corporate and regulatory compliance, personal data protection, anti-corruption, and commercial contracts.

Bernard Chung is an Associate Director in Farallon Law Corporation’s Corporate and Technology Law Practice.

His main areas of practice are private equity, mergers and acquisitions, intellectual property, technology and hospitality law.

He has advised and assisted variousSingapore and international clients in the 3D printing, analytics, e-commerce, education, electronics, financial, financial technology, food and beverage, manufacturing, medical, software, hotel management, private equity and research industries and sectors pertaining to the protection, management, commercialisation and enforcement of their intellectual property rights, and their M&A, joint ventures, equity fund-raising, research and development, regulatory compliance and commercial activities.

About MWKA Public Talks

Empowering our clients through education, knowledge and value has always been the cornerstone of MahWengKwai & Associates. As trusted business lawyers, our mission is to keep our clients updated and informed of the latest changes in the legal environment and a variety of management topics in order to help you better manage your company.

MWKA’s Public Series Lunch Talks are organised at least once a month over lunch to inculcate knowledge and awareness, promote deliberations and networking amongst our clients to explore new strategic partnerships.

These lunch talks are complimentary and are open for our clients, in-house legal counsel and interested members of the public* to attend.

*not including members of the Bar.
Wed Feb 24, 2016
12:30 PM - 2:30 PM MYT
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The Co.
Complimentary FULL
Venue Address
8 Lengkok Abdullah, Kuala Lumpur, 59000 Malaysia
A 5 min walk from Bangsar LRT station and Menara UOA. Walk up Lengkok Abdullah. The Co. will be in a converted bungalow on the right after the tall apartment building.
The Co.