Learning to Appreciate the Small Things
One afternoon, I walked into the office, feeling unsettled after a discussion with another adviser. As I took my laptop from my bag and placed it on my desk, something caught my eye-a small handmade paper box, stapled at the sides, neatly holding some binder clips. The day before, I …
The ESG Challenge in M&A: Why It’s Harder Than You Think
1. Fragmented Laws ESG laws and regulations are fragmented, with no centralised framework. This makes tracking relevant requirements and ensuring compliance particularly challenging for companies. Conducting legal due diligence on ESG in M&A transactions which goes beyond obtaining a target company’s’ confirmation on compliance and getting real data may be …
ESG in legal due diligence for M&A transactions
As ESG considerations become increasingly prominent in the business landscape, it’s prudent to consider ESG in M&A legal due diligence. Below are the key legal requirements and corporate governance code to consider in relation to ESG in M&A legal due diligence: Environmental 1. Environmental Quality Act 1974 (EQA) The EQA, …
Three Purposes of Representations and Warranties in M&A SPAs
When I first started in M&A, I found drafting and negotiating representations and warranties to be one of the most daunting aspects of the process. These clauses, often included in a long schedule towards the end of the sale and purchase agreements, are usually closely scrutinised by both parties’ legal …
What keeps you going?
What keeps you going? What keeps you thriving in corporate practice? What motivates you to work day and night? I get asked these questions from time to time, and twice in the past few days. Sorry to disappoint, but I don’t have a grand or inspirational answer. For me, it’s …
Why have a shareholders’ agreement?
Why have a shareholders’ agreement? Why not just rely on the company’s constitution? A shareholders’ agreement governs the relationship (1) between shareholders themselves; and (2) between the shareholders and the company (if the company is a party to the shareholders’ agreement). Three reasons to have a shareholders’ agreement when there …
How to Prevent Earn-Out Disputes in M&A Deals
1. Set rules for how business should be managed after completion In M&A deals with earn-out provisions, sellers often continue to run the business of the target companies after completion. Sellers are incentivized to maximise the profits of the target companies to meet the performance targets for the earn-outs. However, …
What powers does a shareholder have after acquiring a minority stake in a company?
This question often arises when a purchaser considers acquiring a minority stake in a private company. Under the Companies Act 2016, shareholders with a minority stake in a private company have the following rights and powers: Minority stake Rights and powers At least 5% of the total voting rights …
“I’m the least liked adviser”
“I’m the least liked adviser,” said one adviser. “I’m probably the least liked person in the room,” said another person on a different occasion. Both play a role in compliance, which can often be a lonely job. Those in compliance roles frequently face objections from stakeholders – those they are …
On being perfect
I recently learned a valuable lesson from Seth Godin’s blog post, “The opposite of ‘perfect’”. The opposite of perfect is to meet spec. Most lawyers I know have their own standards for how work should be done. What one person considers a standard might look different to someone else based …