Plan ahead for ECM transaction
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 …
Use checklist for ECM transaction
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 …
Privity of contract in drafting
When drafting an agreement, obligation should not be imposed on anyone who is not a party to the agreement. For example, in a share sale and purchase agreement, obligation should not be imposed on a company secretary (who is not a party to the SPA) to provide directors’ resolution of …
M&A: Limitation of liability
In M&A transactions, whenever the issue of limitation of liability is raised, I know I would be in for a lengthy negotiation. A seller would typically want to limit the seller’s liability under the sale and purchase agreement. However, the parties may decide not to include limitation of liability clause …
Tips for capital market transactions
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 …
M&A: How to verify share title
In an M&A transaction relating to a private company, how does a buyer (or the buyer’s advisers) verify that the seller has the legal and beneficial title to the shares which the seller is selling (“Sale Shares”) and get assurance that the Sale Shares are free from encumbrances? Some of …
“If you’re playing a solo game, you’ll always lose out to a team”
According to the book “The Start-up of You” by Reid Hoffman and Ben Casnocha, no matter how brilliant your mind or strategy, if you’re playing a solo game, you’ll always lose out to a team. It was mentioned in the context of building a network and a career but I …
How to facilitate disclosure for PLCs
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, …
IPO: Indirect equity interest
Verification on indirect equity interest for IPO requires attention to details. It could also be time consuming. For a particular IPO exercise, my colleague and I pored over more than a hundred of company searches and asked the management of the applicant company tons of questions to verify the information. …
What to consider before appointing a director?
Prior to appointing a person as a director, check to ensure the person: 1. is at least 18 years old; 2. is not an undischarged bankrupt, who has not obtained leave of the Official Receiver or Court to be appointed as a director; 3. has not been convicted of an …