Structuring M&A transaction
Points to consider when structuring an M&A transaction (sale and purchase of shares) 1. Whether the shares, which are the subject matter of the sale and purchase (“Sale Shares”), a majority or minority stake? 2. Are the Sale Shares ordinary shares or preference shares or a combination of both? 3. …
Red flag in IPO-conflict of interest
It is usually a red flag to investigate further for conflict of interest in an IPO exercise if any interested person of the company undertaking the IPO exercise (“applicant”) has business interest outside the applicant and its subsidiary companies. In determining whether a COI situation arises, the applicant should consider …
Conflict of interest in IPO
Today’s post in on conflict of interest (“COI”) in IPO. The due diligence working group for an IPO may be preparing for submission of the IPO at full speed until the advisers discover COI situations in the course of their due diligence. In certain cases, the IPO submission has to …
For my lawyer friends
Over the course of my legal career, I have been fortunate to meet some colleagues who remain good friends even after we have left the firms where we first met. My former colleague, whom I first met more than 13 years ago during my pupillage, has been sending me birthday …
IPO: Issues to look out for
Today’s post is on issues which may delay an IPO exercise. Steps should be taken from the outset to identify whether there is any issue in the following areas in an IPO exercise. Rectifying any non-compliance in the following areas may take time and involve application to the authorities to obtain the …
IPO: Prospectus disclosure
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 …
ECM lawyer, “What is the first thing you learn?”
We hear it all the time. Lawyers always look for what may go wrong. It’s probably how we are trained. Ask any IPO lawyer or ECM lawyer, “What is the first thing you learn?” The answer is probably something along the following line: All information in prospectus/ circular/ submission to …
M&A: What to do if there’s problem?
What choices does a buyer have if the buyer’s due diligence reveals issues with the company or assets which the buyer intends to acquire? If the buyer intends to proceed with the acquisition and requires the issues to be addressed, the parties may consider the following: 1. Seller to indemnify …
M&A: Fair disclosure?
Today’s post is about disclosures to the representations and warranties given by a seller in an agreement for sale and purchase of shares or assets (“Seller’s Warranties”). It is common practice to provide in the sale and purchase agreement that the Seller’s Warranties are qualified by disclosures made by the …
M&A transactions involving public listed companies
For those who like adrenaline packed corporate exercises, M&A transactions would be exciting for them. M&A transactions involving public listed companies would probably be even more exciting. If the seller or buyer is a company listed on Bursa Malaysia or a subsidiary of a company listed on Bursa Malaysia, the …