Equity capital markets (ECM)

Planning for ECM transactions

My friends and I used to joke that working as lawyers in equity capital markets (ECM) practice means chasing after people and being chased by other people for our respective deliverables. There is a workflow process for ECM transactions such as rights issue and IPO. Principal advisers would usually provide a timetable …

Linkedin Post

“Fundamental” representations and warranties in M&A

Today’s post is on creating a category of ‘fundamental representations and warranties’ given by sellers in sale and purchase agreements (SPAs) for M&A transactions. It is common for sellers to give representations and warranties for the benefit of buyers in M&A transactions. Instead of negotiating heavily on the representations and …

Drafting

Be clear with timeline in M&A SPA

Today’s post is on interpretation of time in a sale and purchase agreement for M&A transaction. Consider the following clause: “The Seller shall fulfil the Conditions Precedent no later than 90 days from the date of this Agreement.” Questions for you to consider: 1. Do the 90 days stated in …

Drafting
Drafting

Define terms in M&A SPA to avoid dispute

Today’s post is on some of the terms used in sale and purchase agreements for M&A transactions. The following terms are open to interpretation if used in agreements without being defined: 1. Family Does “family” mean immediate family or extended family? Do the parties to the agreements intend for the …

IPO

IPO and listing process in Malaysia

Today’s post is on the IPO and listing process for the Main Market and ACE Market of Bursa Malaysia. The question that founders and promoters frequently ask in an IPO is: 𝘞𝘩𝘦𝘯 𝘸𝘪𝘭𝘭 𝘵𝘩𝘦 𝘢𝘱𝘱𝘭𝘪𝘤𝘢𝘵𝘪𝘰𝘯 𝘧𝘰𝘳 𝘵𝘩𝘦 𝘐𝘗𝘖 𝘣𝘦 𝘴𝘶𝘣𝘮𝘪𝘵𝘵𝘦𝘥? Submission sets the IPO process in motion. The diagram below …

Drafting

Three mistakes to avoid when drafting defined terms

I remember the difficulties I had in drafting defined terms for contracts in drafting class. I tried to be as precise as possible. I fretted over where to place (“[defined term]”) in a contract. The meaning might change depending on where I put (“[defined term]”) within a sentence. In actual …

Lawyering

What does a corporate lawyer do?

Some of my close friends do not know what I do for a living. They know I am a lawyer. I think they know I am a corporate lawyer. But they have no idea what I do exactly. They are not in the legal profession. Tell them my practice areas …

Due Diligence

Target company in due diligence should avoid these

When public listed companies undertake corporate exercises, one of the key concerns is the timing for completion of the corporate exercises. Timing is particularly important when PLCs are raising funds through corporate exercises such as rights issues and IPOs as these are subject to market conditions. If the information provided …

Lawyering

Deciding on practice areas

I decided early in my career that I would not go into practice areas which are more “personal”. Corporate laws seemed to be a more neutral choice. I probably got this wrong. *** I do not know of any lawyer who enjoys setting out tedious information on target companies in …

Drafting
Drafting

Be careful with the word “notwithstanding”

Be careful when using the word “notwithstanding” in an agreement. Say you are preparing a supplemental agreement to substitute a clause. The substitution clause set out the rights of holders of a class of shares. You double check and triple check the substitution clause to ensure it contains all the …