Due Diligence

“Explaining the “how” and “why” in legal due diligence

Legal due diligence could be an exercise of frustration at times. There may be tight deadlines sometimes, but the documents required for legal due diligence are not forthcoming from the target company. If the target company is going through the due diligence exercise for the first time, the team at …

Drafting
Drafting

Make consequential amendments when amending drafts

Make consequential amendments when amending drafts. It seems obvious but sometimes the draftsperson forgets or misses out consequential amendments when amending draft documents. When amending draft agreement, circular or prospectus, you should also make amendments which are consequential to the amendments you are seeking to make. For example, if you …

Linkedin Post

What does ESG mean for public listed companies?

One of the intended outcomes of the Malaysian Code of Corporate Governance (โ€œ๐Œ๐‚๐‚๐†โ€) is for companies to address sustainability risks and opportunities in an integrated and strategic manner to support their long-term strategy and success. To achieve the intended outcome, the MCCG sets out the practices which companies are expected …

Equity capital markets (ECM)

Finding meaning in my work

My work doesnโ€™t save lives. Nor does it change anyoneโ€™s life. I help corporations to raise funds through equity capital transactions. As PGF Capital Berhad (formerly known as Poly Glass Fibre (M) Berhad) (โ€œ๐‚๐จ๐ฆ๐ฉ๐š๐ง๐ฒโ€) announced the completion of its rights issue of irredeemable convertible preference shares (โ€œ๐ˆ๐‚๐๐’โ€), I am glad …

Linkedin Post

โ€œI post a blog post because itโ€™s tomorrow.โ€

โ€œI post a blog post because itโ€™s tomorrow.โ€ Seth Godin said he doesnโ€™t post a blog post because he thinks his post is perfect. He posts a blog post because itโ€™s tomorrow. He made a decision one time to write every day for his blog, so that he doesnโ€™t need …

Linkedin Post

Sellersโ€™ liability in M&A transaction

Where there is more than one seller in an M&A transaction, the sale and purchase agreement should set out whether the obligations of the sellers under the SPA are (1) joint and several; or (2) several and not joint. From a buyerโ€™s perspective, it is better for the sellersโ€™ obligations …

Lawyering

What, how & why

As a junior lawyer, you would be told ๐’˜๐’‰๐’‚๐’• to do. Carrying out tasks requested by your employer/clients/ colleagues is part of the job. If you have good colleagues, you would be guided on ๐’‰๐’๐’˜ to do the work. You may get helpful information on what issues to look out …

IPO

Three rules on pricing of shares for IPO on the Main Market

Any offer of shares of a company seeking for listing on the Main Market of Bursa Malaysia (other than SPAC listing) would need to comply with the following pricing requirements under the Equity Guidelines: 1. The exercise price of warrants and options, and the conversion price of convertible securities that …

Linkedin Post

Consider these two documents before investing in a private company

An investor who wants to subscribe to shares or acquire shares in a private company should first consider whether there are any restrictions to do so in the following documents: 1. Constitution of the company (if the company has adopted a constitution); and 2. Shareholders agreement (if the current shareholders …

Lawyering

Lawyering and introversion

As an introvert, I used to dread picking up the phone to call a stranger. I preferred emails over phone calls. I am fine talking to someone outside my circle of friends if there are things we need to discuss. However, I rather not do small talk in social settings …