For my lawyer friends
Over the course of my legal career, I have been fortunate to meet some colleagues who remain good friends even after we have left the firms where we first met. My former colleague, whom I first met more than 13 years ago during my pupillage, has been sending me birthday …
IPO: Issues to look out for
Today’s post is on issues which may delay an IPO exercise. Steps should be taken from the outset to identify whether there is any issue in the following areas in an IPO exercise. Rectifying any non-compliance in the following areas may take time and involve application to the authorities to obtain the …
IPO: Prospectus disclosure
Today’s post is about disclosure in prospectus for IPO. It is almost inevitable that advisers would discover some non-compliance relating to the companies undertaking IPO exercises or their subsidiaries in the course of due diligence. In addition to rectifying the non-compliance, consideration should also be given as to whether the non-compliance need to …
ECM lawyer, “What is the first thing you learn?”
We hear it all the time. Lawyers always look for what may go wrong. It’s probably how we are trained. Ask any IPO lawyer or ECM lawyer, “What is the first thing you learn?” The answer is probably something along the following line: All information in prospectus/ circular/ submission to …
M&A: What to do if there’s problem?
What choices does a buyer have if the buyer’s due diligence reveals issues with the company or assets which the buyer intends to acquire? If the buyer intends to proceed with the acquisition and requires the issues to be addressed, the parties may consider the following: 1. Seller to indemnify …
M&A: Fair disclosure?
Today’s post is about disclosures to the representations and warranties given by a seller in an agreement for sale and purchase of shares or assets (“Seller’s Warranties”). It is common practice to provide in the sale and purchase agreement that the Seller’s Warranties are qualified by disclosures made by the …
M&A transactions involving public listed companies
For those who like adrenaline packed corporate exercises, M&A transactions would be exciting for them. M&A transactions involving public listed companies would probably be even more exciting. If the seller or buyer is a company listed on Bursa Malaysia or a subsidiary of a company listed on Bursa Malaysia, the …
Shareholders’ agreement for minority shareholders
Today’s post is about provisions in shareholders’ agreement for the benefit of minority shareholders. It is common to have a shareholders’ agreement when an M&A transaction results in more than one shareholder in the target company. Some provisions to include in a shareholders’ agreement for the benefit of a minority …
Representations and warranties in M&A transactions
Today’s post is about representations and warranties given by sellers in M&A transactions (“Seller’s Warranties”). Not all Seller’s Warranties are of equal importance. Breach of different Seller’s Warranties, may affect the sale and purchase transaction in varying degree, depending on which Seller’s Warranty is breached. It may be worthwhile to …
Disclosure letter in M&A transactions
Today’s post is about disclosure letter in M&A transactions. A disclosure letter is an important document in an M&A transaction, but it probably does not receive as much attention from the parties involved as the sale and purchase agreement (SPA). A disclosure letter is a document from a seller to a buyer which sets out exceptions to the representations and warranties …