When is your “Business Day”?
The definition section in commercial agreements usually includes “Business Day” as a defined term. A typical definition for “Business Day” reads as follows: “Business Day” means a day on which commercial banks are generally open for business in [insert state or country] for transaction of normal business (excluding Saturdays, [Sundays] …
Common scenario in IPO
𝗖𝗼𝗺𝗺𝗼𝗻 𝘀𝗰𝗲𝗻𝗮𝗿𝗶𝗼 𝗶𝗻 𝗜𝗣𝗢 X is a director and shareholder of Company A as well as Company B. Company A intends to undertake an IPO and a listing exercise. Company A enters into an agreement (“𝗦𝗣𝗔”) with X and other shareholders of Company B to acquire all the shares of …
Checklist for preparing members’ written resolution
1. Is the members’ written resolution for a private company? A public company (whether listed or not) cannot pass a resolution of members by way of written resolution. 2. Should the matter set out in the members’ written resolution be an ordinary resolution or a special resolution? Check the requirements …
Considerations for share capital reduction
A company may reduce its share capital by either of the following methods unless provided otherwise in its constitution: (i) A special resolution and confirmation by the Court (“Court Confirmation Procedure“); or (ii) A special resolution supported by a solvency statement in accordance with section 117 of the Companies Act …
Indirect interest in IPO
The Prospectus Guidelines require disclosure of the principal business activities performed by directors, key senior management and key technical personnel (each a “Relevant Person”) of a corporation which intends to be listed on Bursa Malaysia (Listco), outside the Listco. Typically, there is a column for disclosure of their indirect shareholding or indirect equity interest in corporations outside the Listco, …
What does ESG mean for listed companies?
The updated Malaysian Code of Corporate Governance (“MCCG“) recognises that sustainability and its underlying environmental, social as well as governance (“ESG“) issues are becoming increasingly material to the ability of companies to create durable and sustainable value for their stakeholders. The updated MCCG introduces the following best practices in respect …
Provision of Financial Assistance by PLC
*Scenario* A public company listed on Bursa Malaysia (seller) disposes some of its shares in its wholly owned subsidiary which is not listed (target company). After completion of the disposal, the target company will become an associated company of the seller. There is an existing guarantee given by the seller as security …
Basis for pricing in M&A transactions
As a buyer, there may be a price or earnings multiple or other basis which you use to value the business or company that you buy. In such instance, you may want to consider including a clause in the sale and purchase agreement to state that the parties acknowledge that …
What lessons can we draw from games?
In video games, there is a system of levels. Players have to clear Level 1 before they move on to Level 2 and so on. In the book “The Power of Moments”, Chip Heath and Dan Heath referred to Steve Kamb’s book titled “Level Up Your Life”. Steve Kamb used …
Alternate director
Anyone who consents to act as an alternate director should also understand the implication of doing so. Some points to note on alternate director: An alternate director is subject to the same statutory and fiduciary duties as a director when carrying out his/her functions as an alternate. An alternate director …