What are salient terms of contracts?
What are salient terms of contracts? Corporate lawyers spend a lot of time summarising salient terms from contracts into legal due diligence reports. Disclosure of salient terms of certain contracts is required in prospectus and circulars to shareholders of public listed companies for certain corporate exercises. When deciding whether certain …
Teamwork in corporate transactions
”Some leaders push innovation by being good at the big picture. Others do so by mastering details. Jobs did both, relentlessly.” That was how Walter Isaacson described Steve Jobs in the biography on Steve Jobs. Most of us are good at either looking at the big picture or paying attention …
Plan ahead for ECM transaction
Plan ahead. For transactions which fall within the ambit of the Prospectus Guidelines (e.g., IPO and rights issue) or the Listing Requirements (e.g., certain Chapter 10 transactions), consents from third parties may be required. For example, for a rights issue, consents from banks may be required for issuance of new …
Use checklist for ECM transaction
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 …
Privity of contract in drafting
When drafting an agreement, obligation should not be imposed on anyone who is not a party to the agreement. For example, in a share sale and purchase agreement, obligation should not be imposed on a company secretary (who is not a party to the SPA) to provide directors’ resolution of …
M&A: Limitation of liability
In M&A transactions, whenever the issue of limitation of liability is raised, I know I would be in for a lengthy negotiation. A seller would typically want to limit the seller’s liability under the sale and purchase agreement. However, the parties may decide not to include limitation of liability clause …
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, …