Considerations for share capital reduction
A company may reduce its share capital by either of the following methods unless provided otherwise in its constitution: (i) A special resolution and confirmation by the Court (“Court Confirmation Procedure“); or (ii) A special resolution supported by a solvency statement in accordance with section 117 of the Companies Act …
Indirect interest in IPO
The Prospectus Guidelines require disclosure of the principal business activities performed by directors, key senior management and key technical personnel (each a “Relevant Person”) of a corporation which intends to be listed on Bursa Malaysia (Listco), outside the Listco. Typically, there is a column for disclosure of their indirect shareholding or indirect equity interest in corporations outside the Listco, …
How to reduce stress on completion of corporate exercise
As a corporate finance lawyer, it is common to have to review several rounds of draft announcement for corporate exercises at short notice. Rushing through lunch or being called in the middle of a meeting to review a draft announcement is also quite common. Public listed companies are required to …
Factors to consider for appointment of independent director
The following are some factors to consider when selecting candidates to be independent directors of a public listed company in Malaysia • Whether the proposed independent director complies with the requirements within the “independent director” definition in Chapter 1 of the Listing Requirements, read together with PN 13 of the …
Consider this before IPO
Prior to a company undertaking an IPO, its stakeholders should understand the implication of being a public listed company (“PLC”) and consider whether being listed is right for the company. Consider the following: • Business owners would no longer have total control of a company once it is listed. Certain …
Drafting of notice of meeting for issuance of shares to directors etc
Notice of meeting for issuance of shares by a company listed on the Main Market or ACE Market or its subsidiaries to a director, major shareholder, chief executive of the listed company or its holding company or persons connected with them must contain the details required under the Listing Requirements. …
IPO: Property related issues
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 …
Due diligence for IPO
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, …
What to consider for appointment of independent director of PLC
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 …
What salient terms to disclose?
When a public listed company or its subsidiary enters into a contract in respect of a transaction which requires the approval of the shareholders of the PLC, the circular must include salient terms of the contract. Some considerations in determining which terms of the contract to be disclosed as salient …