For persons who draft announcements and circulars Bursa has issued the Reader Friendly Guide in 2019 to provide guidance to persons who prepare announcements and circulars to shareholders (collectively, “Disclosure Documents”) and assist them to ensure that the disclosures are clear, simple and succinct. The Guide recommends 3 principles for …

The Prospectus Guidelines require material properties owned and rented by a company seeking for listing and its subsidiaries to be set out in prospectus. Further, the prospectus must set out the relevant laws, rules or requirements governing the group’s business and environmental issue which may materially affect the group’s business …

If you are wondering why your IPO lawyers ask so many questions whenever they detect potential legal non-compliance by your company which intends to undertake an IPO (even if it may not be a major issue), it is probably because of the following. The Prospectus Guidelines require any relevant laws, …

• Due diligence A seller may allow a buyer and its advisers to conduct due diligence on the target company/asset up to a cut-off date. This is usually a hectic time for the lawyers conducting the legal due diligence. • Execution of agreement The days leading up to the SPA …

Due to the current COVID-19 situation, it is increasingly common for data room to be set up virtually for due diligence. Some points to take note when preparing virtual data room (VDR): Organise the VDR in a user friendly-manner for the parties accessing the VDR. Separate documents into different folders …

Common issues in M&A transactions: • Guarantor The seller and buyer may want the other party’s obligations under the sale and purchase agreement (SPA) to be guaranteed by another party (usually the holding company or shareholder) if the seller and buyer do not have strong financial means. • Limitation of …

In the course of reviewing agreements prepared by others during due diligence, I come across agreements which raise the question of who are the actual parties to the agreements. In such instance, different parties are set out in the section relating to the details of the parties and the signing …

The following are some points to consider for the appointment of an independent director of a public listed company (“PLC”): 1. Whether a candidate for the position of independent director is able to exercise independent judgment and act in the best interest of the PLC. 2. Whether the background and …

Does the Group require manufacturing licence for its activities? Generally, pursuant to the Industrial Co-ordination Act 1975 and Industrial Co-ordination Exemption Order 1976, manufacturing companies with shareholders’ fund of RM2.5 million and above or employing 75 or more full time paid employees (“Threshold”) are required to have a manufacturing licence. …

Is there a valid fire certificate for every designated premises occupied by the listing group? Pursuant to section 28(1) of the Fire Services Act 1988, every designated premises shall require a fire certificate. Designated premises are premises with the use, size or location as set out under the Fire Services …