Listing process for Main Market and ACE Market of Bursa
The fastest IPO I have worked on took about a year from start to finish. The longest took much longer than that. Some never saw the daylight for various reasons- market conditions not right for IPO, the companies were not suitable for listing or the promoters decided to raise funds …
Use a checklist!
Being meticulous is an important skill for an equity capital markets (“ECM”) lawyer to have. ECM exercise is typically fast-paced and deadlines driven. It requires co-ordination among the due diligence working group members (“DDWG”) as draft documents may be prepared by a DDWG member and commented by the rest of …
Limited voting rights of preference shares
Preference share, by definition under the Companies Act 2016 (“𝐂𝐀 𝟐𝟎𝟏𝟔”) of Malaysia, does not entitle the holder to the right to vote on a resolution. See sections 2(1) and 71(1) of the CA 2016 . Under section 148(2) of the repealed Companies Act 1965, preference shareholders may vote: *when …
Do you understand why we are doing it this way?
An investment banker once told me this: “I am happy to share credit with my team members for a job done well. But if anything goes wrong, it will be my responsibility. It will be on me.” The investment banker shared a story on how requests to other team members …
Terms of preference shares
When issuing preference shares, a company must set out the rights of preference shareholders respect to the following in its constitution: • repayment of capital • participation in surplus assets and profits • cumulative or non-cumulative dividends • voting • priority of payment of capital and dividend in relation to …
Finding meaning in my work
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 …
Can PLS vary a corporate proposal which has been approved by shareholders?
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 …
Using checklist to improve your work
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, …
What to look out in due diligence on material contracts
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 …
Planning for ECM transactions
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 …