Use checklist for ECM transaction

Equity capital markets (ECM)

In the book “The 7 Habits of Highly Effective People”, Stephen Covey described the frantic sense of loss he felt when the things were not in order.

He had a number of papers laid out, chapter by chapter, on a table in a room when suddenly, the breeze picked up and blew his papers about. He began rushing around the room trying desperately to put them back.

Finally, he realised it would be better to take 10 seconds and close one of the windows in the room.

When working on urgent transactions, most of us would probably react in the same manner.

Our instinct is dive straight in to get things done.

Often, details may be missed out in the rush.

A better approach would be to take a step back and list out the steps.

If you work on certain transactions regularly, finetune your checklists and systems as you go along.

For example, when reviewing a draft circular, a checklist may look like this:

1. Is the information in the draft circular consistent with the legal due diligence finding?

2. Does the disclosure in the draft circular comply with the Listing Requirements?

3. Is extraction from third party sources accurately reflected in the draft circular?

4. Are the defined terms used accurately and consistently throughout the draft circular?

5. Is the information consistent throughout the draft circular?

#malaysiancorporatelawyer

#attentiontodetails

This post was first posted on Linkedin on 13 October 2021.

Linkedin Post
Earn-out: A postponed dispute?

An earn-out is often the solution when a buyer and seller cannot agree on price. The seller believes the business is worth more than what the buyer is willing to pay upfront. So, the parties resolve the issue by deferring the portion of the price they cannot agree on, with …

Linkedin Post
The disclosure letter: Why founders selling their companies should not treat it as an afterthought

When founders sell their companies, the scope of legal work usually focuses on the share sale and purchase agreement (SPA). The disclosure letter is sometimes treated as secondary to the SPA but it should not have been the case. The disclosure letter sets out the exceptions to the sellers’ representations …

Linkedin Post
Third-party consents in a share sale: What sellers should check before negotiating

When a company is sold, due diligence is usually conducted by the buyer, not the seller. That means the consents required from regulators, other shareholders, financiers or IP licensors to complete the sale are often only discovered when the buyer’s lawyers identify them during legal due diligence. By then, the …