IPO Due Diligence

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IPO Due Diligence ·

How We Support

  • Conduct Cambodian law legal due diligence on issuers’ subsidiaries and operations in Cambodia

  • Identify legal, regulatory, and compliance risks relevant to listing disclosures

  • Assess rectification status and historical non-compliance, including regulatory exposure

  • Advise on mitigation strategies and post-listing compliance readiness

  • Support issuers, sponsors, and lead counsel throughout the IPO process

Our Work Highlights

  • 🗳️ Acted as Cambodian counsel in conducting legal due diligence on four Cambodian subsidiaries of a group with a China-listed parent company, including advising on rectification of identified non-compliance

  • 🗳️ Assisted with Cambodian law legal due diligence for multiple subsidiaries of a group preparing for listing in Malaysia

  • 🗳️ Conducted legal due diligence on a Cambodian subsidiary of a Japanese company preparing for IPO in Japan, including regulatory and compliance review

Overview

  • Scope of Legal Due Diligence

    We conduct a comprehensive Cambodian law review, including:

    Corporate matters
    Incorporation, share capital, ownership, constitutional documents, shareholder arrangements, and corporate capacity

    Regulatory and licensing compliance
    Licences, permits, approvals, and sector-specific regulatory requirements

    Material contracts and financing documents
    Commercial contracts, financing arrangements, guarantees, and related-party transactions

    Assets and properties
    Material movable and immovable assets, land use rights, ownership structures, and intellectual property

    Employment matters
    Employment contracts, labour compliance, and key employee arrangements

    Litigation and disputes
    Review limited to disclosed matters

  • Deliverables

    📝Cambodian law legal due diligence report identifying existing and potential:

    o non-compliance

    o legal risks

    o regulatory exposure and liabilities

    📝Practical rectification and mitigation recommendations

    📝Ongoing advisory support during rectification and disclosure phases

  • How We Work with Other Advisers

    🫱🏼‍🫲🏻 Coordinate closely with lead counsel, sponsors, underwriters, and auditors

    🫱🏼‍🫲🏻 Support review of prospectus disclosures relevant to Cambodian entities

    🫱🏼‍🫲🏻 Assist the local entity with ongoing compliance readiness post-listing