My work doesn’t save lives. Nor does it change anyone’s life. I help corporations to raise funds through equity capital transactions. As PGF Capital Berhad (formerly known as Poly Glass Fibre (M) Berhad) (“𝐂𝐨𝐦𝐩𝐚𝐧𝐲”) announced the completion of its rights issue of irredeemable convertible preference shares (“𝐈𝐂𝐏𝐒”), I am glad …

A client may change its mind at the last minute. Shareholders’ and regulators’ approvals are required for certain corporate proposals by a public company listed on Bursa Malaysia (“𝗣𝗟𝗖”). After all the required approvals have been obtained, the PLC may ask: “Can we do it this way instead?” Sometimes the …

My checklist when reviewing a draft circular or other submission document for a corporate exercise looks something like this: 1. Review my team member’s comments on the draft document as I peruse the draft document. 2. Add on my comments. 3. Once I have reached the end of the draft, …

Investors who want to subscribe for shares or acquire shares of private companies from another shareholder should consider conducting legal due diligence on the companies before their investments. One key aspect of legal due diligence are material contracts of the companies. Legal due diligence on material contracts allows the investors …

My friends and I used to joke that working as lawyers in equity capital markets (ECM) practice means chasing after people and being chased by other people for our respective deliverables. There is a workflow process for ECM transactions such as rights issue and IPO. Principal advisers would usually provide a timetable …

Today’s post is on conversion features of preference shares. Preference shares may be converted to ordinary shares if the terms of preference shares provide for conversion. When drafting conversion rights of preference shares, consider setting out the following: 1. Whether the company or the preference shareholders have the right to …

For related party transactions, public companies which are listed on Bursa Malaysia are required to do various disclosure and seek shareholders’ approval. For those who have the experience of decoding the definition of “related party transaction” in the Listing Requirements, the term may seem like pieces of jigsaw puzzle to …

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 …

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 …

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 …