Brief Introduction to Memorandum and Articles of Association (MAA)

Functions of MAA

MAA’s keyword is “preference”.    In VC/PE investment, investors typically receive a certain series of preferred shares issued by the company.  As the term “preferred shares” suggests, preferred shares enjoy preference over the ordinary shares.  In the company’s capital structure, preferred shares rank in between ordinary shares and debt. 

MAA created the preferred shares and give it priority in economic rights (mainly the liquidation preference and dividend preference).  MAA also provides for the conversion mechanism of preferred shares.  Conversion is an important concept and the anti-dilution adjustment as well as voting power of the preferred shares are based on it.  In many deals, preferred shares also have debt-like redemption feature, allowing their holders to request the company to redeem those preferred shares after certain number of years.

It is worthwhile to point out that preference is a relative concept.  Preference can change the order of asset distribution, but it cannot change the sum of distributable asset.  For example, if the company does not have sufficient asset to pay off its debt, then preferred shares’ preference over ordinary shares will no longer be meaningful.

Structure of MAA

The Open Source Form MAA sets forth the rights of preferred shares in a Schedule of Preferred Shares.   The main components of this Schedule of Preferred Shares include:

Conversion Right (OS Form MAA Section 3 Conversion Right)

MAA provides for the conversion mechanism of preferred shares into ordinary shares, including:

  • Conversion Ratio

The conversion ratio of preferred share to ordinary share is obtained by dividing preferred share’s per share issue price by its conversion price.  Conversion price is an important concept.  It can be understood as per share value measurement of the company at a certain point in time.  The initial conversion price is set to equal to the issue price (that is the cost of investment), and hence the initial conversion ratio of preferred share to ordinary share is 1:1.  This conversion ratio will not change unless there is an adjustment to the conversion price.

  •  Proportional Conversion Price Adjustment

The first type of conversion price adjustment occurs upon a share split, share combination, share dividend or similar event in respect of ordinary shares, and the conversion price of the preferred shares will be proportionately adjusted.  For example, if a 1:2 share split of ordinary shares occurs, the conversion price of preferred shares will be reduced by half to yield a 1:2 conversion ratio.  Obviously, proportional adjustment does not change a shareholder’s shareholding percentage in the company.

  •  Anti-dilution Adjustment

Another type of conversion price adjustment occurs when the company undergoes a “down round” financing, that is if the issue price of new shares is lower than the issue price in the prior round of financing.  In a down round, the value (not just the shareholding percentage) of the preferred shares are “diluted” (i.e. reduced).  Anti-dilution adjustment protects preferred shares’ interest by increasing the conversion ratio of preferred shares so that to give preferred shares a higher shareholding percentage to offset the “dilution”.

There are two common types of anti-dilution adjustment mechanisms – full ratchet and weighted average.  In a full rachet adjustment,  the conversion price is reset to the issue price in the down round, while in a weighted average adjustment, the conversion price is adjusted through a weighted average formula to a value that is lower than the original conversion price but higher than the down round issue price.   Anti-dilution adjustment effectively redistributes the equity interest of the company among the existing shareholders – increases the shareholding percentage of preferred shares with anti-dilution protection and decrease the shareholding percentage of other shares (primarily ordinary shares).  Full rachet adjustment is more aggressive and hence more favorable to the investors than the weighted average adjustment.

  • Conversion Procedure

There are two ways to convert preferred shares into common shares – optional conversion and automatic conversion.  Holder of preferred shares can convert its preferred shares into ordinary shares at any time.  When there is a qualified IPO (meeting certain requirement on valuation and size), all preferred shares will be automatically converted into ordinary shares (sometimes, a majority of the preferred shares can initiate an automatic conversion).  On the one hand, after conversion into ordinary shares, preferred shares will lose all of its special rights.  Under normal circumstances, no investor will want to convert its preferred shares.  On the other hand, the existence of preferred shares will be problematic for an IPO, and the company need the

Voting Rights (OS Form MAA Section 2.3 Voting Rights)

Each preferred share carries such number of votes equal to the number of ordinary shares that it is convertible into.  Unless otherwise required by applicable laws or MAA, preferred shares vote together with the ordinary shares as a single class.

Sections that Overlap with SHA

The other sections of the MAA (board of directors, protective provisions, liquidation preference, redemption rights and dividend rights etc.) are also reflected in the SHA.  Please see the introduction of SHA for more details.

The enforcement mechanisms of MAA is different from SHA.  SHA is a contract and is binding on its signatories.  It is typically governed by Hong Kong law and enforced through arbitration.  MAA is a constitutional document and is binding on the company and its shareholders.  MAA is governed by the laws of the Cayman Islands and enforced through Cayman courts.  Duplicating those terms in both MAA and SHA can avail protection under both enforcement mechanisms.

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