Drafting boilerplate clauses
Boilerplate clauses usually appear towards the end of an agreement. They are usually not contentious, although I have come across counterparties’ counsels who wanted to amend boilerplate clauses at the eleventh hour of negotiation. When asked for the rationale for the proposed amendments, none was given, and they retracted their …
Non-executive director’s appointment letter
The Institute of Chartered Secretaries and Administrators (ICSA)* published a guidance note on sample non-executive director’s appointment letter. The sample letter aims to provide an initial checklist of the elements a company intends to cover in its appointment letter and is not intended to be a prescriptive template. Although the …
Terms of preference shares
When issuing preference shares, a company must set out the rights of preference shareholders respect to the following in its constitution: • repayment of capital • participation in surplus assets and profits • cumulative or non-cumulative dividends • voting • priority of payment of capital and dividend in relation to …
Three simple ways to speed up legal due diligence
When a company undertakes a corporate exercise, the task of providing documents and information for due diligence is usually delegated to the management of the company. The following are three simple ways for the management of the company to speed up the due diligence exercise and make the process more …
CEO, CFO and COO are subject to directors’ duties
Directors’ duties are not limited to formally appointed directors. The definition of a “director” is not limited to a person who is formally appointed as a director. Whether a person is a director depends more on the person’s responsibilities than title. The definition of a “director” under section 2 of …
Use precedents wisely
Precedents are great. Lawyers don’t have to reinvent the wheel each time we draft legal documents when we have precedents. However, it doesn’t mean that we can just change the parties’ names and the signing pages for agreements when we use precedents. It doesn’t mean merely cutting and pasting clauses …
Three simple ways for clear drafting
1. Use headers to structure your content Let the readers know what the content is about by using headers. When the readers come to the end of a paragraph, the next header inform the readers that you are moving to the next point. 2. Use list and numbering I am …
How to safeguard shareholders’ interest through shareholders’ agreement
When any sale and purchase of shares results in more than one shareholder in a company, the shareholders should enter into a shareholders’ agreement to set out their rights and obligations, no matter how amicable their relationships are. A minority shareholder and majority shareholder may consider including the following in …
“Explaining the “how” and “why” in legal due diligence
Legal due diligence could be an exercise of frustration at times. There may be tight deadlines sometimes, but the documents required for legal due diligence are not forthcoming from the target company. If the target company is going through the due diligence exercise for the first time, the team at …
Make consequential amendments when amending drafts
Make consequential amendments when amending drafts. It seems obvious but sometimes the draftsperson forgets or misses out consequential amendments when amending draft documents. When amending draft agreement, circular or prospectus, you should also make amendments which are consequential to the amendments you are seeking to make. For example, if you …