Yes. Mr Lim, please look at some of the issues below. Examples from HK.
https://webb-site.com/articles/hobsonschoice.asp
Obsolete Free Float Percentage
The question of whether the SEHK minimum free float of 25% is appropriate (Listing Rule 8.08) should also be addressed. Other markets have long recognised that the ability to manipulate a company's stock price depends not so much on the percentage of the shares that are held by the public, but on the dollar size of the "free float" held by the public, and the number of public shareholders. They therefore allow companies to remain listed even when the public percentage is very small, so long as there is a viable market size.
Public shareholders have no more rights when they have 25% than when they have 10% of a company, so this is not a question of votes.
In Hong Kong, the SEHK will accept listing applications on the main board with only a HK$50m (US$6.4m) free float, but requires all companies with market value of less than HK$4,000m to have a free float of at least 25%. This gives rise to the ridiculous situation where a company with a market value of $3,900m but a free float of $900m (23%) may be suspended from listing, while one with a free float of only $50m is free to trade.
The SEHK should therefore scrap the 25% requirement and allow listings to be maintained so long as the market value of the free float does not fall below HK$50m, or whatever minimum dollar value is set.
The risk of market manipulation when a free float (however large in value) is held by a small number of shareholders remains, but the way to deal with that is by prosecution of the offending shareholders, not by penalising the innocent with a suspension of trading in their stock.
© Webb-site.com, 2001
https://webb-site.com/articles/codesubmn.asp
Independent Advice
Having been through a number of HK takeovers as a shareholder, Webb-site.com is painfully aware of how inadequate the role of the Independent Financial Adviser (IFA) really is.
Many takeovers in Hong Kong are "friendly" privatisation offers rather than hostile bids. As a consequence, the situation often involves an offeror who already controls the board of the offeree. What they then do is look around for an IFA who is willing to call the deal "fair and reasonable" and then appoint them to advise the so-called independent board committee (IBC). This is known in the trade as "opinion shopping". The IBC is usually just 2 people who are rubber stamps because they were appointed by the executive directors who represent the controlling shareholder.
The IFA, once appointed, knows why they got the job. To justify their favourable recommendation, they find as many comparable transactions as possible, then discard the ones which give unfavourable comparisons (those which make the current offer look cheap). That usually leaves a bunch of transactions which they and their peers in the IFA community have previously recommended at big discounts to fair value. In short, minority shareholders are not getting good advice.
IFAs also like to say things like "given that there is a controlling shareholder, the chance of another offer from a third party is minimal". But having no other offer is not a reason to accept a cheap offer when the alternative is to hold the stock for future returns or demand more.
We have also noted that the role of the IFAs is limited (by Rule 2.1) to providing a "fair and reasonable" opinion, and does not follow the much wider role under the UK Takeover Code. For example, in the UK, if an offeror asks the Panel for an extension of the timetable, the IFA would normally oppose that if it looked like the offeror was dragging his feet.
In Hong Kong, public shareholders often don't even know the identity of the IFA until the offeree document is posted, so they cannot make representations to the IFA. There have been occasions when Webb-site.com as a shareholder, has had to approach the SFC directly in relation to the offer timetable when a document has been delayed.
Proposal: Jury Pool
We propose that this problem be addressed by way of a "Jury Pool" of IFAs. Each IFA, if they are willing to serve in the pool, must commit to advise on any transaction they are given unless they have a conflict of interest. Transactions would be allocated by transparent random draw - for example, take the last 3 digits of that day's stock market turnover, divide by the number of IFAs and take the remainder as the IFA advisor number. If that IFA has a conflict of interest, then take the next one on the list.
The quality of IFAs would be reviewed by noting when shareholders vote against their advice. If a persistent pattern of ignored advice emerges, then the IFA would be removed from the pool.
This Jury Pool system, with its random selection, substantially reduces the chance of an IFA pandering to the needs of the offeror, although in a small town like HK, it cannot remove that risk altogether. The transaction fee (paid by the offeree) would be the same in each case, set at a level which attracts sufficient IFAs to sign up for the pool each year. Some deals would involve less work than others, but the IFAs would only sign up if the expected long-run average was profitable. A standard engagement letter would be used.
The SFC would announce the identity and contact details of the IFA as soon as they were selected. Shareholders could then make their views known to the IFA whenever they wanted, not just after the offeree document is published, by which time it is often too late. The Takeover Code should be modified to require the IFA to advise the IBC on all aspects of the offer, including the timetable and level of disclosure in the circular, not just whether the terms are fair and reasonable.
Webb-site.com believes this same Jury Pool system should also be implemented for IFAs in "connected transactions" under the SEHK Listing Rules. In 10 years in Hong Kong, we can recall only one occasion when an IFA said a connected transaction was not fair and reasonable - and that was the Mansion House case in which the company had breached the listing rules and was later censured for it.
Opinion shopping is a major problem in Hong Kong and steps must be taken to stop it, failing which shareholders will continue to be fed a diet of poor "rent-a-scribe" independent advice.
"... but quitting while you're ahead is not the same as quitting." - Quote from the movie American Gangster