Duty of nominee director to act in the best interest of company prevails
A director may be appointed to represent the interests of a person or a particular group such as employees, creditors or debenture holders. When a shareholder invests in a company, the shareholder and the company may agree that the shareholder has the right to appoint a director to represent the …
Provision of guarantee to associated company etc after disposal
When a PLC disposes of part of its shares in a subsidiary (target company) which results in the target company becoming an associated company or joint arrangement of the PLC, the provision on financial assistance under the Listing Requirements should be taken into consideration. If the PLC or its other …
Non-executive director’s appointment letter
The ICSA published a sample non-executive director’s appointment letter (link in the comment section). The sample letter aims to provide an initial checklist of the elements a company intends to cover in its appointment letter and is not intended to be a prescriptive template. Although the sample letter is drafted …
Drafting of notice of meeting for issuance of shares to directors etc
Notice of meeting for issuance of shares by a company listed on the Main Market or ACE Market or its subsidiaries to a director, major shareholder, chief executive of the listed company or its holding company or persons connected with them must contain the details required under the Listing Requirements. …
Bursa Reader Friendly Guide
For persons who draft announcements and circulars Bursa has issued the Reader Friendly Guide in 2019 to provide guidance to persons who prepare announcements and circulars to shareholders (collectively, “Disclosure Documents”) and assist them to ensure that the disclosures are clear, simple and succinct. The Guide recommends 3 principles for …
IPO: Property related issues
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 …
Due diligence for IPO
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, …
Key milestones for M&A transaction
• Due diligence A seller may allow a buyer and its advisers to conduct due diligence on the target company/asset up to a cut-off date. This is usually a hectic time for the lawyers conducting the legal due diligence. • Execution of agreement The days leading up to the SPA …
Virtual data room for due diligence
Due to the current COVID-19 situation, it is increasingly common for data room to be set up virtually for due diligence. Some points to take note when preparing virtual data room (VDR): Organise the VDR in a user friendly-manner for the parties accessing the VDR. Separate documents into different folders …
Common issues in M&A transactions
Common issues in M&A transactions: • Guarantor The seller and buyer may want the other party’s obligations under the sale and purchase agreement (SPA) to be guaranteed by another party (usually the holding company or shareholder) if the seller and buyer do not have strong financial means. • Limitation of …