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 …
Conflict of interest in IPO
Today’s post in on conflict of interest (“COI”) in IPO. The due diligence working group for an IPO may be preparing for submission of the IPO at full speed until the advisers discover COI situations in the course of their due diligence. In certain cases, the IPO submission has to …
For my lawyer friends
Over the course of my legal career, I have been fortunate to meet some colleagues who remain good friends even after we have left the firms where we first met. My former colleague, whom I first met more than 13 years ago during my pupillage, has been sending me birthday …
IPO: Issues to look out for
Today’s post is on issues which may delay an IPO exercise. Steps should be taken from the outset to identify whether there is any issue in the following areas in an IPO exercise. Rectifying any non-compliance in the following areas may take time and involve application to the authorities to obtain the …
IPO: Prospectus disclosure
Today’s post is about disclosure in prospectus for IPO. It is almost inevitable that advisers would discover some non-compliance relating to the companies undertaking IPO exercises or their subsidiaries in the course of due diligence. In addition to rectifying the non-compliance, consideration should also be given as to whether the non-compliance need to …