I was involved in an initial public offering (IPO) and listing of a company (with subsidiaries) in the early stage of my career.

That listed group then went on to acquire several companies and businesses through shares and assets acquisitions, which I was involved in. The terms for the consideration for these acquisitions were rarely straight forward. There were payment in tranches, profit guarantee, claw back provisions and completion accounts. The consideration for the acquisitions was mostly 7 figures back then.

As a junior lawyer, I spent a lot of time mulling over the drafting of the transaction agreements. I learned to ask questions to clarify parties’ intention and draft with clarity.

Where the acquisitions met the threshold in the Listing Requirements which required shareholders’ approval, there was added excitement as I had to review draft announcements and circulars to shareholders while working on the transaction agreements.

That listed group was also involved in several equity capital market (ECM) transactions which required shareholders’ approval, which meant announcements and circulars to shareholders were required.

That was my introduction to ECM and M&A transactions.

A few years after the IPO and after undertaking various corporate exercises, the listed company disposed of its subsidiaries to another listed group and I was involved in the disposal this time round. The consideration for the disposal was 9 figures. The share sale and purchase agreement was definitely more complex this time round.

That was how I learned my trade. Transaction by transaction over the years.

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#lawyers
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This post was first posted on Linkedin on 11 October 2022.