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 …

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 …

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, …

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 …

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 …

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 …