Taking a company from private to public opens up its directors to new opportunities, challenges and risks. Once public, the actions of the company will be under more scrutiny, and the way of working may need to be adjusted. Also, with the listing rules regularly changing, it is important that everyone involved in corporate actions, including the directors of a company, its accountants, and external advisors and auditors, are aware of their responsibilities.
The e-series courses are prepared from a legal perspective and presented with a practical approach developed from my personal experience. By following the courses, participants will be better-equipped to handle some common issues, and better advise their clients or employers.
In an initial public offering, the directors of a listing vehicle should familiarize themselves with listing rules, takeover codes and other relevant legislations before the submission of a listing application, as this will help to ease concerns regarding their rights and obligations after listing. My e-series course “All About Directors – from Appointment to Removal” serves as an introduction to what directors may come across during their tenure, including, but not limited to, dealing of securities and grant of share options. This e-series course also includes discussions on rare cases such as the removal of a director.
As a solicitor, I frequently work with auditors and financial advisors to provide our clients with comprehensive advice. Usually, clients want to achieve several goals in one transaction – for example, making an acquisition and raising funds to finance it at the same time. We professionals together advise – in compliance with listing rules – the percentage of shareholding to be acquired in order to gain control of the target company, the means of settlement of consideration with limited effect on the cash level, and the methods of fundraising with the least impact on the financial statements. To share my experience, I have prepared two e-series courses in relation to acquisitions and fundraising activities.
In the course “Practical Steps for Doing an Acquisition,” I provide practical advice on performing acquisitions and how to comply with listing rules in different stages as the deal proceeds. As listed companies usually achieve growth by performing mergers and acquisitions, I’m able to provide insight on the documentation and speak on viable commercial measures to protect the interests of these listed companies. In “Common Types of Fund Raising Activities,” I touch upon common fundraising methods such as subscriptions, placing and top-up placing of securities and the differences among them. I also advise on the different types of fundraising activities available and the pros and cons thereof. It draws attention to the potential pitfalls and how to avoid them.
In addition to performing transactions for listed companies, I also advise on a broad range of compliance matters. In some cases, the listed companies may experience internal problems involving board members and/or shareholder disputes and external difficulties in the form of complaints, litigation and winding-up petitions. These can all create headaches for senior management of the listed companies. My e-series course on “Troubles! How to be Handled by Listed Companies” aims to bring insight on how to handle these special circumstances. In this course, I also share my own personal experiences in dealing with hostile takeovers based on an actual case that I was involved in. Knowing the relevant rules and possible tactics can help to formulate strategies in dealing with future scenarios.
I hope members will find the courses relevant and useful when dealing with listed companies related matters.
Wanda Suen is Partner at Hastings & Co. After qualifying as a solicitor in 2001, she joined the Hong Kong Stock Exchange where she gained exposure to both initial public offerings (IPOs) and transactions. She joined Hastings & Co. in 2003 and became a partner in 2011. Her practice focuses on IPOs, transactions, compliance matters, investigations from authorities and shareholder disputes.