Planning for ECM transactions

Equity capital markets (ECM)

My friends and I used to joke that working as lawyers in equity capital markets (ECM) practice means chasing after people and being chased by other people for our respective deliverables.

There is a workflow process for ECM transactions such as rights issue and IPO.

Principal advisers would usually provide a timetable to other advisers and clients involved. The timetable would show what the deliverables are, the parties responsible and the deadlines for the deliverables.

The workflow process happens step by step.

For example, for IPOs, clients provide the documents and information requested for due diligence. Lawyers conduct legal due diligence and then incorporate the information from the legal due diligence into draft prospectus. The rest of the due diligence working group (DDWG) then review and give their comments on the draft prospectus. Lawyers then incorporate their comments in the next draft prospectus.

A delay at any stage by a DDWG member may have a cumulative effect on the entire ECM transaction.

Part of our job as lawyers is to follow up (i.e. chase) when the documents, information or comments are not provided. If we are late in producing our deliverables, we get “chased” by other advisers or clients.

Jokes aside, this cycle of “chasing and being chased” could be stressful and is not healthy in the long run. You can see the sparkle disappear from the eyes of some lawyers after a few months into the ECM transactions although they are enthusiastic at the beginning.

If messaging group chats are created and the same messages have to be sent to the group chats (because some DDWG members are overwhelmed with emails) as well as via emails, this is usually not a good sign.

Good project management is crucial.

Proper document keeping by companies (clients) allow the management to provide the documents and information required in a timely manner.

I have shared some tips on how to get up to speed with ECM transactions in my previous post. The link is in the comment.

What has been your experience working on ECM transactions?

#malaysiancorporatelawyer
#equitycapitalmarkets
#lawyering

First posted on Linkedin on 10 December 2021.

Linkedin Post
Getting into the details to make a deal work

A big part of my role as a corporate lawyer has been listening to clients explain the commercial terms they want in their deals. The next step is asking the right questions that make those terms work in the real world. Sometimes the parties have a general idea of the …

Linkedin Post
Founder Exit: Legal Checklist to Avoid Delays

Before buyers commit, their lawyers will conduct legal due diligence that may uncover gaps or non-compliance which delay the founder’s exit or reduce the price. This list helps founders/ sellers resolve common legal issues before they’re flagged in legal due diligence. Share Capital & Shareholders  Have all past share allotments …

Linkedin Post
Founders selling for the first time need more than high-level legal advice

Some founders selling their businesses for the first time are not sure where legal advice is needed or how deep that advice should go. In past deals where I acted for buyers, I have seen: – A founder who asked their lawyer for a “high-level review” of sale and purchase …