absolute

means unconditional, or without any restrictions or conditions.

 

acceptable internationally recognised accounting standards

means accounting standards issued by other accounting standards issuing bodies granted recognition by the Malaysian Accounting Standards Board.

 

accountant

means a qualified member of professional accounting bodies such as Malaysian Institute of Accountants (MIA), Malaysian Institute of Certified Public Accountants (MICPA), Association of Chartered Certified Accountants (ACCA), and Chartered Institute of Management Accountants (CIMA).

 

account control agreement

means an agreement between borrower, collateral agent and securities intermediary, where upon an event of default by the borrower, the collateral agent may notify the securities intermediary to transfer control over the securities account to the collateral agent.

 

accounting

means a process of recording, classifying, summarising, analysing, and interpreting financial transactions to provide information about financial performance and position.

 

accounting period

means a specific duration covered by a set of financial statements, typically one (1) year.

 

accounting records

means financial records of a corporation which document all business transactions and financial activities, such as invoices, receipts, orders for payment of money, bills of exchange, cheques, promissory notes, vouchers and other documents of prime entry.

 

accounting standards

means statements of standard accounting practices used for the preparation of financial statements, such as Malaysian Financial Reporting Standards and Malaysian Private Entity Reporting Standards.

 

accounts

means individual categories used to classify financial transactions in the accounting records, such as cash, inventory, accounts receivable, and accounts payable.

 

accrued and unpaid interest

means interest that has accumulated on a loan or other debt obligation but has not yet been paid.

 

acquire

means to obtain ownership or control of something.

 

acquired person

means a company that is being acquired.

 

acquiring person

means a party that is acquiring assets or securities of another party.

 

acquisition

means any type of transaction that results in acquiring assets or securities of another party.

 

acquisition consideration

means any forms of consideration offered by the acquiring person in an acquisition.

 

acquisition facility

means a financing arrangement provided by a bank, consortium of banks, or financial institution to finance an acquisition.

 

acquisition line

means a credit line provided by a bank, consortium of banks, or financial institution to finance an acquisition.

 

acting in concert

means two or more parties agree to act together to acquire securities of a corporation, potentially influencing control.

 

activist investor

means an investor who acquires a significant shareholdings in a corporation with the intention of influencing its management or strategy.

 

advance payment

means a payment made upfront for goods or services to be delivered at a later date.

 

adverse interest

means a situation where two parties have conflicting interests, where what benefits one party may be detrimental to the other.

 

advertisement

means any announcement for the purpose of bringing to the notice of the public a product, service, business, corporation, event, or activity.

 

advocate and solicitor

means an advocate and solicitor registered under the Malaysian Legal Profession Act 1976.

 

affiliate

means an entity that is controlled, directly or indirectly, by another entity.

 

affiliate transactions covenant

means a provision in an agreement that restricts a corporation’s ability to conduct non-arm’s-length transactions with its affiliates to protect from risks associated with related party transactions, such as unfair pricing or profit shifting.

 

affirmative covenant

means a provision in an agreement that obliges a party to take certain actions or maintain certain financial conditions, such as maintaining minimum liquidity levels, not exceeding certain debt-to-equity ratios, and complying with specific reporting requirements.

 

aggregate income

means the total income earned over a specific period.

 

agreed takeover

means an acquisition where the board of directors of the target corporation agrees to the acquiring terms.

 

agreement

means a mutual understanding or arrangement between two or more parties that outlines their rights and obligations, whether formal or informal, oral or written, express or implied.

 

allotment

means the process of allocating a certain number of shares to investors.

 

alternative dispute resolution (ADR)

means any form of attempt used to resolve disputes outside of court, such as mediation and arbitration.

 

amendment

means a change made to an existing agreement or contract.

amortization

means the process of spreading the cost of an intangible asset over its useful life, which is reflected as an expense on income statement.

 

amortization schedule

means a schedule that shows the breakdown of a loan payment over its entire term, typically including payment amount, principal amount allocated to the payment, interest amount allocated to the payment, and remaining loan balance.

 

amortizing loan

means a loan where the borrower makes periodic payments that cover both the principal amount and the interest accrued on the loan. Over time, the loan amount is gradually amortized until it is fully repaid.

 

and

means “together with” and serves as a conjunction connecting words or phrases, indicating that the latter is to be combined with or included along with the first.

 

angel investor

means an individual investor who provides financial backing to early-stage startups or small businesses usually in exchange for equity ownership such as convertible preference shares of ordinary shares.

 

annual financial statement (AFS)

means a document providing a comprehensive overview of financial performance and position over a one-year accounting period, typically including balance sheet, income statement, cash flow statement.

 

annual general meeting (AGM)

means a meeting of members held each year to address and vote on important matters.

 

annual return

means a document required to be lodged with the Companies Commission of Malaysia on an annual basis, providing key information about the corporation.

 

annual sales turnover

means the total revenue generated from its sales activities over a one-year accounting period.

 

antecedent transaction

means a transaction entered into before the start of insolvency.

 

anti-assignment provision

means a provision in an agreement that restricts one party from transferring rights or obligations under a contract to another party.

 

anti-competitive

means a conduct that restricts competition in a market, such as price fixing, market allocation, and predatory pricing. 

 

anti-dilution provision

means a provision in an agreement that protects existing shareholders from dilution of their shareholdings percentage.

 

anti-layering covenant

means a provision in an agreement that restricts a borrower from incurring additional debt that ranks in priority between the senior debt and the subordinated debt.

 

anti-money laundering (AML)

means regulations and procedures designed to prevent any person from disguising the illegal origins of money.

 

anti-sandbagging provision

means a provision in an agreement that limits or eliminates a one party’s liability for inaccuracies in representations and warranties of which the other party had knowledge before the deal closed.

 

antitrust clearance

means the process of obtaining approval from a competition authority such as Malaysia Competition Commission (MyCC), before proceeding with a merger or acquisition that could potentially lessen competition in a market.

(see merger clearance)

 

apostille

means a certificate issued by a government authority pursuant to the Hague Convention that verifies the authenticity of a document originating from a foreign country, eliminating the need for further legalisation by the embassy or consulate in the issuing country.

 

applicable margin

means a term used in an agreement to determine the interest rate charged to the borrower, typically a percentage that is added to a benchmark interest rate to arrive at the final interest rate for the loan.

 

appraisal

means the process for the determination of the fair value of shares.

 

appraisal rights

means the right to receive a fair price for their shares in certain circumstances, such as a merger or acquisition.

 

arbitrage

means a practice of exploiting price discrepancies between different markets to generate a profit.

 

arbitrageur

means a person that engages in arbitrage.

 

arbitration

means a dispute resolution process wherein an arbitrator renders a final, binding decision on the dispute between conflicting parties.

 

arbitration provision

means a provision in an agreement that the parties agree to resolve their disputes arising from or in connection with the agreement through arbitration.

 

arbitrator

means an impartial individual selected by the disputing parties to render a final and binding decision on the dispute through arbitration.

 

arm's length

means a transaction between parties that is conducted on the same terms as would be expected in a transaction with other parties.

 

arrangement

means a plan made between two or more parties whether formal or informal, oral or written, express or implied.

 

arranger

means a financial institution that helps a corporation structure and execute a financial transaction, such as a loan, bond issuance, or merger and acquisition.

 

asset

means resources with economic value whether tangible or intangible, such as property, equipment, inventory, intellectual property, and goodwill.

 

asset-backed security (ABS)

means a financial instrument backed by a pool of underlying assets that generates cash flow, such as residential mortgages, commercial mortgages, automobile loans and leases, credit card obligations, catastrophe bonds, and viatical settlement bonds.

 

asset-based loan

means a loan secured by collateral consisting of assets such as inventory, accounts receivable, or equipment, where the total amount that can be borrowed fluctuates based upon the value of certain assets of the borrower at a given time.

 

asset sale

means a sale of the assets only.

 

asset sale covenant

means a provision in an agreement that restricts a party’s ability to sell certain assets without the other party’s consent.

 

asset sale prepayment

means a mandatory repayment of a loan using funds generated from certain non-ordinary course sale of assets, especially where secured loans are made partly based on the knowledge that a certain amount of asset value is held by the borrower and pledged as collateral, but this is often subject to a reinvestment right.

(see asset sale sweep)

 

asset sale sweep

means a mandatory repayment of a loan using funds generated from certain non-ordinary course sale of assets, especially where secured loans are made partly based on the knowledge that a certain amount of asset value is held by the borrower and pledged as collateral, but this is often subject to a reinvestment right.

(see asset sale prepayment)

 

asset stripping

means the practice of intentionally selling off assets, often for short-term financial gain or below-market value, in order to generate quick profits. 

 

assign

means to transfer rights or obligations under a contract to another party.

 

assignable

means transferable.

 

assignment

means a transfer of rights or obligations under a contract to another party.

 

associate corporation

means a corporation that is controlled by another corporation.

 

assumed liabilities

means the liabilities of another party that one party agrees to take on as part of a transaction, such as a merger or acquisition.

 

at par

means a security being traded at its face value where the purchase or sale price is exactly equal to the issue price.

 

auction

means a competitive bidding process in which two or more bidders submit offers for assets and securities, often involving separate stages.

 

auction draft

means an acquisition agreement provided by a seller to potential bidders as part of an auction process.

 

audit committee

means a committee of a board of directors responsible for overseeing the audit, control and financial reporting functions.

auditor

means an independent professional qualified to examine and report on financial statements.

 

authorise

means to grant the power or right to act or make decisions in a particular area.

 

authorised person

means a person that has been granted the power or right to act or make decisions in a particular area.

 

authority

means the power or right to act or make decisions in a particular area.