Understand corporate finance/ECM work

Equity capital markets (ECM)

When I started working on corporate finance 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 in the early years of practice was dictated by the timeline for announcements and submissions.

Corporate finance transactions require attention to details. Imagine the adrenaline rush when checking to ensure all the details are covered before the deadlines.

In addition, I was trying to figure out how the CMSA, Prospectus Guidelines, Equity Guidelines, Listing Requirements and various guidelines apply to the transactions.

With the benefit of some experience, I think a beginner could get up to speed with corporate finance transactions by doing some reading to understand the following:

1. Get an overview of the relevant laws and guidelines. Which laws and guidelines govern the transactions? Is it CMSA, Listing Requirements, Prospectus Guidelines, etc.?

2. What is the approval from, registration with or notification to the authorities required for the transaction?

3. Which is the relevant authority for Question 2?

4. What are the deliverables for the transactions? For example, do the transactions require announcements, circulars, applications to authorities or prospectuses?

5. What is the information required to be disclosed in the relevant documents? For example, the Listing Requirements prescribe the minimum contents for circulars in respect of transactions which require approval of shareholders of PLCs.

6. What are the key timelines applicable to the transactions as provided under the relevant guidelines? For example, the Prospectus Guidelines require the date of the prospectus issuance to be not later than 6 months after the end of the most recent financial year of the company seeking to list on Bursa Malaysia.

#malaysiancorporatelawyer
#ECM
#corporatefinance
#equitycapitalmarkets

This post was first posted on Linkedin on 21 July 2022.

Linkedin Post
Conversation on W&I Insurance in M&A Transactions

As an M&A lawyer with a keen interest in the nuances of the M&A field, I’ve observed that warranty and indemnity insurance (W&I) is not that common in M&A transactions in Malaysia, as far as I know. Therefore, when I saw Martijn de Lange of BMS Group commenting about W&I …

Company Law
Indirect Substantial Shareholder

A person can be a substantial shareholder in a company without directly holding any shares in that company. One of the challenges that often arises when I work on IPOs or other equity capital market exercises is the assessment of whether an individual holds an indirect substantial shareholding in a …

Company Law
Legal Requirements for Directors’ Fees and Benefits in Malaysia

One common issue I encounter in both M&A deals and IPO exercises relates to compliance with the legal requirements for the payment of director’s fees and benefits. Additionally, the legal obligations regarding director’s service contracts should not be overlooked. Here are the key points: Constitution 1. If a company, whether public …