IPO is like an open book exam
Me: “IPO is like an open book exam. You can see from the prospectuses the kind of issues typically encountered by companies going for listing.” My learned friend: “Yeah, but it is a 300 to 400+ pages of open book exam.” While not every IPO is the same, the following …
Terms of preference shares
When drafting the terms and conditions of preference shares, you may want to consider the following: 1. Number of preference shares to be issued 2. Issuance price 3. Dividend • Rate of dividend • Whether dividend is cumulative • Time for dividend payment 4. Tenure of preference shares Whether the …
Voting rights of non-voting shares (preference shares)
Under the Companies Act 2016, “preference share” means a share by whatever name called, 𝒘𝒉𝒊𝒄𝒉 𝒅𝒐𝒆𝒔 𝒏𝒐𝒕 𝒆𝒏𝒕𝒊𝒕𝒍𝒆 𝒕𝒉𝒆 𝒉𝒐𝒍𝒅𝒆𝒓 𝒕𝒐 𝒕𝒉𝒆 𝒓𝒊𝒈𝒉𝒕 𝒕𝒐 𝒗𝒐𝒕𝒆 𝒐𝒏 𝒂 𝒓𝒆𝒔𝒐𝒍𝒖𝒕𝒊𝒐𝒏 or to any right to participate beyond a specified amount in any distribution whether by way of dividend, or on redemption, in …
Three things you may miss out in legal due diligence
1. Boilerplate clauses in agreements are usually not controversial. Nothing that makes your eyes widen in surprise or your heart skips a beat. Notice provisions with the header “NOTICE” towards the end of agreements usually set out the mode of serving notice, the timeline by which notice is deemed to …
We could go to jail for this
“We could go to jail for this,” I half-jokingly told my team members. As I briefed them on a corporate finance exercise, I wanted to make sure that they understand their responsibilities. It is an offence under the Capital Markets and Services Act 2017 to submit any information that is …
Understand corporate finance/ECM work
When I started working on corporate finance transactions as a junior lawyer, it was overwhelming. It was a constant rush to ensure comments for announcements, circulars and submission documents were sent to principal advisers in time for the announcements and submissions to be made. Lunch time in the early years …
Listing process for Main Market and ACE Market of Bursa
The fastest IPO I have worked on took about a year from start to finish. The longest took much longer than that. Some never saw the daylight for various reasons- market conditions not right for IPO, the companies were not suitable for listing or the promoters decided to raise funds …
Lawyering: Changing practice areas
I was asked whether it is possible for a lawyer to switch to corporate practice from another practice area. I think I may not be the most qualified person to answer this question as I have been a corporate lawyer throughout my career and have not changed practice areas before. …
Drafting reminder
Before you send out an amended draft agreement to your supervising partners, clients or counterparties’ counsels, do this: 1. Make sure you have made consequential amendments. It’s understandable if you miss out a few consequential amendments once in a while but it gets tiring if it happens in every draft. …
Sale and purchase of assets versus shares
The following are some points to consider when deciding whether to structure a deal as a sale and purchase of assets or shares. 1. Stamp duty Sale of assets in Malaysia attracts stamp duty at 1% to 4% of the sale consideration or market value of the assets, whichever is …