IPO is like an open book exam

Equity capital markets (ECM)

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 are some common issues which should be addressed early to ensure the IPO is not delayed:

1. Conflict of interest between the listing group and its directors or substantial shareholders.

2. Whether the candidates for independent directors of the company undertaking the IPO and listing exercise are truly independent.

3. Expired or no valid licences in respect of activities carried out by the listing group.

4. Non-compliance of equity conditions or other major conditions imposed on licences, approvals, permits granted to the listing group.

5. Properties occupied by the listing group without valid certificates of completion and compliance/ certificates of fitness for occupation, approvals for renovation or modification or approvals for change of use.

6. Change of control provisions in agreements entered by companies within the listing group which require consent from the counterparties for the IPO.


This post was first posted on Linkedin on 9 August 2022.

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 …