Tips for capital market transactions
When I started working on corporate finance and equity capital markets 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 …
M&A: How to verify share title
In an M&A transaction relating to a private company, how does a buyer (or the buyer’s advisers) verify that the seller has the legal and beneficial title to the shares which the seller is selling (“Sale Shares”) and get assurance that the Sale Shares are free from encumbrances? Some of …
“If you’re playing a solo game, you’ll always lose out to a team”
According to the book “The Start-up of You” by Reid Hoffman and Ben Casnocha, no matter how brilliant your mind or strategy, if you’re playing a solo game, you’ll always lose out to a team. It was mentioned in the context of building a network and a career but I …
How to facilitate disclosure for PLCs
Disclosure for capital market transactions is time sensitive. Where announcements and circulars are required for certain transactions under the Listing Requirements, public listed companies must ensure these are done in a timely manner, in accordance with the Listing Requirements. For IPO, the deadline for submission of prospectus is determined by, …
IPO: Indirect equity interest
Verification on indirect equity interest for IPO requires attention to details. It could also be time consuming. For a particular IPO exercise, my colleague and I pored over more than a hundred of company searches and asked the management of the applicant company tons of questions to verify the information. …
What to consider before appointing a director?
Prior to appointing a person as a director, check to ensure the person: 1. is at least 18 years old; 2. is not an undischarged bankrupt, who has not obtained leave of the Official Receiver or Court to be appointed as a director; 3. has not been convicted of an …
Liability in M&A transactions
Joint and several liability; or several and not joint liability? Where there is more than one seller in an M&A transaction, the sale and purchase agreement should set out whether the obligations of the sellers under the SPA are (1) joint and several; or (2) several and not joint. From …
M&A: Factors to consider in representations and warranties
Not all M&A transactions are the same. Therefore, the representations and warranties (“R&W”) to be given by sellers in M&A transactions should not be the same for all SPAs. Some of the factors to consider in drafting or negotiating R&W given by sellers in M&A transactions should include the following: …
Structuring M&A transaction
Points to consider when structuring an M&A transaction (sale and purchase of shares) 1. Whether the shares, which are the subject matter of the sale and purchase (“Sale Shares”), a majority or minority stake? 2. Are the Sale Shares ordinary shares or preference shares or a combination of both? 3. …
Red flag in IPO-conflict of interest
It is usually a red flag to investigate further for conflict of interest in an IPO exercise if any interested person of the company undertaking the IPO exercise (“applicant”) has business interest outside the applicant and its subsidiary companies. In determining whether a COI situation arises, the applicant should consider …