Equity capital markets (ECM)

Do you understand why we are doing it this way?

An investment banker once told me this: “I am happy to share credit with my team members for a job done well. But if anything goes wrong, it will be my responsibility. It will be on me.” The investment banker shared a story on how requests to other team members …

Directors

Liabilities of alternate director

Do you know that you are subject to the same directors’ liabilities under the Companies Act 2016 when you agree to act as 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: • …

Drafting

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 …

Directors

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 …

Equity capital markets (ECM)

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 …

Due Diligence

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 …

Company Law

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 …

Drafting

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 …

Drafting

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 …

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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 …