In the course of reviewing agreements prepared by others during due diligence, I come across agreements which raise the question of who are the actual parties to the agreements. In such instance, different parties are set out in the section relating to the details of the parties and the signing …

The following are some points to consider for the appointment of an independent director of a public listed company (“PLC”): 1. Whether a candidate for the position of independent director is able to exercise independent judgment and act in the best interest of the PLC. 2. Whether the background and …

Does the Group require manufacturing licence for its activities? Generally, pursuant to the Industrial Co-ordination Act 1975 and Industrial Co-ordination Exemption Order 1976, manufacturing companies with shareholders’ fund of RM2.5 million and above or employing 75 or more full time paid employees (“Threshold”) are required to have a manufacturing licence. …

Is there a valid fire certificate for every designated premises occupied by the listing group? Pursuant to section 28(1) of the Fire Services Act 1988, every designated premises shall require a fire certificate. Designated premises are premises with the use, size or location as set out under the Fire Services …

Are there CCC or CF for all properties occupied by the Group? It is an offence under section 70(27) of the Street, Drainage and Building Act 1974 (“Act”) for any person to occupy or permit to be occupied any building or part thereof without a certificate of completion and compliance …

When a public listed company or its subsidiary enters into a contract in respect of a transaction which requires the approval of the shareholders of the PLC, the circular must include salient terms of the contract. Some considerations in determining which terms of the contract to be disclosed as salient …

A company which is the subject matter of a sale and purchase transaction may have certain words as part of its name, which are same as the names of other companies incorporated by the same shareholder. Where shares of such company are sold to a buyer who is unrelated to …

This is a question I often get when seeking information from directors and key senior management on their shareholding to be disclosed in prospectus. The following are situations I usually encounter where a person is deemed to have indirect interest in shares: – A director of a company is deemed …

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. …

A buyer may discover in the course of due diligence that there are issues with the assets or shares which the buyer intends to acquire, such as regulatory approvals required to carry out the business are not in order, non-compliance of conditions of licences or breach of terms of contracts. …