“I post a blog post because it’s tomorrow.”
“I post a blog post because it’s tomorrow.” Seth Godin said he doesn’t post a blog post because he thinks his post is perfect. He posts a blog post because it’s tomorrow. He made a decision one time to write every day for his blog, so that he doesn’t need …
Sellers’ 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 buyer’s perspective, it is better for the sellers’ obligations …
What, how & why
As a junior lawyer, you would be told 𝒘𝒉𝒂𝒕 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 𝒉𝒐𝒘 to do the work. You may get helpful information on what issues to look out …
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 …
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 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 …
Points to consider when investing in shares in a private limited company
1. Should the investor subscribe to new shares issued by the company or acquire shares from the current shareholder(s) of the company? The stamp duty for instrument of transfer of shares is 0.3% of the price or value of the shares on the date of transfer, whichever is higher. The …
Is it your intention to be bound by the terms?
It is a common practice in certain sectors where parties enter into a short form agreement, typically a letter of offer or letter of award which requires the parties to enter into an agreement within a specified period of time. The second agreement sets out the detailed terms and conditions. …
Moratorium on pre-IPO investors’ shares for SPAC and ACE Market listing
Pre-IPO investors who invest in shares of companies seeking for listing on Bursa Malaysia should take note that their shares would be subject to moratorium in the following circumstances: 1. Moratorium on pre-IPO shares of Special Purpose Acquisition Company (“𝗦𝗣𝗔𝗖”) Pre-IPO investors are not allowed to sell, transfer or assign …
Can PLS vary a corporate proposal which has been approved by shareholders?
A client may change its mind at the last minute. Shareholders’ and regulators’ approvals are required for certain corporate proposals by a public company listed on Bursa Malaysia (“𝗣𝗟𝗖”). After all the required approvals have been obtained, the PLC may ask: “Can we do it this way instead?” Sometimes the …