Today’s post is about disclosure in prospectus for IPO. It is almost inevitable that advisers would discover some non-compliance relating to the companies undertaking IPO exercises or their subsidiaries in the course of due diligence. In addition to rectifying the non-compliance, consideration should also be given as to whether the non-compliance need to …

On 3 August 2009, the Main Board and Second Board of Bursa Malaysia were merged into a single unified board, which is now known as the Main Market, for established companies. On the same date, the Mesdaq Market, which was for technology-based companies, was replaced by an alternative market now …

𝗖𝗼𝗺𝗺𝗼𝗻 𝘀𝗰𝗲𝗻𝗮𝗿𝗶𝗼 𝗶𝗻 𝗜𝗣𝗢 X is a director and shareholder of Company A as well as Company B. Company A intends to undertake an IPO and a listing exercise. Company A enters into an agreement (“𝗦𝗣𝗔”) with X and other shareholders of Company B to acquire all the shares of …

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, …

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 …

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 …

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, …

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. …