Use a checklist!

Equity capital markets (ECM)

Being meticulous is an important skill for an equity capital markets (“ECM”) lawyer to have.

ECM exercise is typically fast-paced and deadlines driven. It requires co-ordination among the due diligence working group members (“DDWG”) as draft documents may be prepared by a DDWG member and commented by the rest of the DDWG. Draft announcements and submission documents need to be turned around in time for announcements and submissions to the relevant authorities.

The laws require information in submission documents such as announcements, circulars and prospectuses to be true, not misleading and free from material omission. Therefore, each statement made in submission documents should be verified, to the extent possible.

This in turn requires ECM lawyers preparing, reviewing and commenting on the submission documents to be meticulous to achieve the standard of disclosure as required.

Being meticulous is a skill that can be learned.

It may require some deliberate practice.

One way to be meticulous is to create a checklist. A checklist is particularly helpful when you are pressed for time and your brain is overloaded.

I usually create a checklist before I work on a document. It helps to create some brain space when things get hectic.

For example, my checklist when amending a draft prospectus would look something like this:
1. Include comments on the draft prospectus from the DDWG;
2. Check [legislation] regarding [issue];
3. Cross check certain comments against due diligence report;
4. Check numbering, cross-referencing and formatting.

In the book “The Checklist Manifesto: How to Get Things Right”, Atul Gawande gave examples of how checklists are used by, amongst others, surgeons, fund managers, and pilots. He said this in his book:

“The fear people have about the idea of adherence to protocol is rigidity. They imagine mindless automatons, heads down in a checklist, incapable of looking out their windshield and coping with the real world in front of them. But what you find, when a checklist is well made, is exactly the opposite. The checklist gets the dumb stuff out of the way, the routines your brain shouldn’t have to occupy itself with (Are the elevator controls set? Did the patient get her antibiotics on time? Did the managers sell all their shares? Is everyone on the same page here?), and lets it rise above to focus on the hard stuff (Where should we land?).”

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#IPO

This post was first posted on Linkedin on 1 June 2022.

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