“Your work is important.”

When someone said this to a group of lawyers including myself, the statement made me pause and think.

I have seen my peers in corporate finance/ equity capital markets (ECM) practice getting disillusioned and burnt out. I am not immune to these feelings, especially when a corporate exercise gets protracted for months or even years for reasons outside my control.

Some of my peers have left corporate finance/ECM practice to do other types of corporate work or become in-house counsels.

The potential liability is high. Every verification meeting typically starts with a reminder to the due diligence working group (DDWG) of the potential penalty under the Capital Markets and Services Act 2007. The DDWG is also reminded that the statements in the submission documents must be true, not misleading and from which there must be no material omission.

It is exciting and gratifying to read about a corporate exercise, an underwriting agreement being signed, or a prospectus being launched for an IPO in the news.

However, it may not be so exciting behind the scenes.

ECM work could be tedious.

The lawyers working on an IPO may work till late hours on tasks such as going through company searches and calculating shareholding percentages to 2 decimal points to input into draft prospectus.

The management of the company, which is undertaking the IPO, may also experience the same fatigue. Calls to the management are sometimes met with “Do I still owe you documents/information?” even before the lawyers could explain the purpose of the calls.

The lawyers may have to review voluminous banking documents as part of legal due diligence in order to advise the company on the bank consents required for the corporate exercise. The banking documents may be incomplete or inconsistent with other information provided by the management, which prompt more questions to the management and further requests for documents.

The lawyers working on a rights issue exercise may review the draft circular multiple times before it is sent for printing and despatched to shareholders.

You are not merely drafting prospectus, conducting legal due diligence, or reviewing circular.

You are doing your part to ensure clients do not appear on the news for the wrong reason.

You are helping companies to get listed and raise funds for their business.

Your work is important.

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First posted on Linkedin on 24 December 2021.