IPO in the era of COVID-19
Companies which intend to undertake IPO during the COVID-19 pandemic may need to disclose the impact of COVID-19 on their business and operations in prospectus. Some of the additional disclosure in prospectus during the COVID-19 pandemic may include: – whether the pandemic and the movement control order (MCO) imposed by …
A practical consideration for Business Day
When parties carry out their obligations under an agreement, they may be able to carry out the obligations only on a working day. This is usually achieved by providing in the agreement that the obligations would be done on a “Business Day”. A typical definition of “Business Day” provides that …
IPO: Time required to assess independent directors
A company which intends to undertake IPO should start identifying candidates for independent directors as soon as possible. The definition of “independent director”, read together with the relevant Practice Note/Guidance Note in the Listing Requirements, provides a non-exhaustive list of what an independent director should not be. If a person …
Preparation for IPO
It is never too early for a company which intends to undertake an IPO to ensure that it complies with all applicable laws. Under the Prospectus Guidelines, a company seeking for listing must disclose any non-compliance of the relevant laws, regulations, rules or requirements governing the conduct of the group’s …
M&A: Does the buyer have financial standing to replace guarantee?
In a sale and purchase of shares, a seller should consider the likelihood the buyer is acceptable to financial institutions as a guarantor to replace the seller, if the target company’s borrowings are secured by substantial guarantees. It is common for the buyer to provide an undertaking in the sale …
Build awareness through Google Alerts
If you are overwhelmed with your daily to-do list but want to stay on top of the topics or areas which are of interest to you, you may want to consider creating Google Alerts. Key in “Google Alerts” in the Google search bar. The steps to create Google Alerts are …
Constitution: Lodgement Requirements
My previous posts touched on the need to have a shareholders’ agreement customised to meet the shareholders’ specific requirements and for the company to have a constitution with terms consistent with the shareholders’ agreement. What’s next after the above are done? The company must lodge the constitution with the Registrar …
Do companies need constitution?
Following yesterday’s post, the next step after execution of a shareholders’ agreement is to amend the constitution of the company (if there is one) to be consistent with the shareholders’ agreement. A company without a constitution should consider adopting one which is consistent with the shareholders’ agreement. Save for a …
Shareholders agreement: Google is not your best friend
A shareholders’ agreement reflects the dynamics of the shareholders’ relationship. A shareholders’ agreement typically sets out clauses relating to appointment of directors, quorum required for a shareholders’ or board meeting to be valid, procedures for directors or shareholders to decide on matters relating to the company, whether there are any …
Exclusivity period
Parties in M&A transactions may sometimes enter into heads of agreement to set out the key terms and conditions on how they intend the transactions to proceed, prior to the negotiation and execution of sale and purchase agreements. The buyer should request the heads of agreement to include an exclusivity …