ECM lawyer, “What is the first thing you learn?”

Equity capital markets (ECM)

We hear it all the time.

Lawyers always look for what may go wrong.

It’s probably how we are trained.

Ask any IPO lawyer or ECM lawyer, “What is the first thing you learn?”

The answer is probably something along the following line:

All information in prospectus/ circular/ submission to the authorities must be true, not misleading and must not contain any material omission.

What is the penalty for contravention of the above?

Imprisonment not exceeding 10 years and a fine not exceeding RM3 million.

Or imprisonment not exceeding 10 years or a fine not exceeding RM3 million or both.

Depending on which section of the Capital Markets and Services Act 2007 is breached.

The penalties may be imposed on the companies undertaking the IPOs or ECM transactions and their advisers.

Enough to scare a first-year lawyer.

IPO lawyers and ECM lawyers are trained to look out for issues so that the issues could be rectified early and do not delay the IPOs or ECM transactions.

Lawyers always look for what may go wrong. Not always a bad thing.


This post was first posted on Linkedin on 3 September 2021.

Linkedin Post
M&A: What you need to consider for sale and purchase agreement

Before diving headlong into drafting the sale and purchase agreement for an M&A transaction, take some time to understand the business of the target company and the regulatory framework in which it operates. Consider the following: 1. 𝗕𝘂𝘀𝗶𝗻𝗲𝘀𝘀 𝗔𝗰𝘁𝗶𝘃𝗶𝘁𝗶𝗲𝘀: What are the business activities of the target company? What products or …

Linkedin Post
Five key steps for legal due diligence

Most lawyers are good at identifying issues, but legal due diligence shouldn’t be limited to merely reviewing documents and identifying issues. Here are my five steps for conducting legal due diligence: 1. Identify the issues based on the scope of legal due diligence as agreed with the clients. 2. Provide recommendations …

Linkedin Post
Begin with the end in mind: Post-completion integration

I once worked on an M&A deal that took more than a year to complete. While the deal was not inherently complex, it dragged on due to delays in finalizing the details of the transaction agreements for reason beyond my control. As the deal involved a larger corporation acquiring a …