Blog
Equity capital markets (ECM)

Subscribing or acquiring shares: check the pre-emptive rights first

An investor who wants to subscribe to shares or acquire shares in a private company should first consider whether there are any restrictions to do so in the following documents: 1. Constitution of the company (if the company has adopted a constitution); and 2. Shareholders agreement (if the current shareholders …

Read More
Company Law

Dividend of a Malaysian company: What directors and shareholders should know

1. It is permissible to use preference shares as an instrument to give investors (i.e. preference shareholders) priority to receive payment of dividend over ordinary shareholders. This preferential right must be stated in the constitution of the company. 2. A company may only distribute dividend to the shareholders out of …

Read More
Lawyering

What I do as a corporate lawyer

Part of my job as a corporate lawyer is to listen when clients explain the commercial terms that they want to include in agreements. The next stage involves asking detailed questions to clarify how the commercial terms should work in the actual world (and not just in theory). Sometimes the …

Read More
Lawyering

How I delegate effectively

One of the challenges that I face as I progress through my career is how to delegate effectively. Sometimes, it is easier to draft than to review others’ drafts. Putting my own thoughts into words may be easier than reviewing others’ work and trying to understand their flow of thoughts. …

Read More
Equity capital markets (ECM)

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 …

Read More
Company Law

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 …

Read More
Company Law

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 …

Read More
Due Diligence

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 …

Read More
Equity capital markets (ECM)

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 …

Read More
Equity capital markets (ECM)

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 …

Read More