Privity of contract in drafting
When drafting an agreement, obligation should not be imposed on anyone who is not a party to the agreement. For example, in a share sale and purchase agreement, obligation should not be imposed on a company secretary (who is not a party to the SPA) to provide directors’ resolution of …
M&A: Limitation of liability
In M&A transactions, whenever the issue of limitation of liability is raised, I know I would be in for a lengthy negotiation. A seller would typically want to limit the seller’s liability under the sale and purchase agreement. However, the parties may decide not to include limitation of liability clause …
Tips for capital market transactions
When I started working on corporate finance and equity capital markets transactions as a junior lawyer, it was overwhelming. It was a constant rush to ensure comments for announcements, circulars and submission documents were sent to principal advisers in time for the announcements and submissions to be made. Lunch time …
M&A: How to verify share title
In an M&A transaction relating to a private company, how does a buyer (or the buyer’s advisers) verify that the seller has the legal and beneficial title to the shares which the seller is selling (“Sale Shares”) and get assurance that the Sale Shares are free from encumbrances? Some of …
“If you’re playing a solo game, you’ll always lose out to a team”
According to the book “The Start-up of You” by Reid Hoffman and Ben Casnocha, no matter how brilliant your mind or strategy, if you’re playing a solo game, you’ll always lose out to a team. It was mentioned in the context of building a network and a career but I …
How to facilitate disclosure for PLCs
Disclosure for capital market transactions is time sensitive. Where announcements and circulars are required for certain transactions under the Listing Requirements, public listed companies must ensure these are done in a timely manner, in accordance with the Listing Requirements. For IPO, the deadline for submission of prospectus is determined by, …
IPO: Indirect equity interest
Verification on indirect equity interest for IPO requires attention to details. It could also be time consuming. For a particular IPO exercise, my colleague and I pored over more than a hundred of company searches and asked the management of the applicant company tons of questions to verify the information. …
What to consider before appointing a director?
Prior to appointing a person as a director, check to ensure the person: 1. is at least 18 years old; 2. is not an undischarged bankrupt, who has not obtained leave of the Official Receiver or Court to be appointed as a director; 3. has not been convicted of an …
Liability in M&A transactions
Joint and several liability; or several and not joint liability? Where there is more than one seller in an M&A transaction, the sale and purchase agreement should set out whether the obligations of the sellers under the SPA are (1) joint and several; or (2) several and not joint. From …
M&A: Factors to consider in representations and warranties
Not all M&A transactions are the same. Therefore, the representations and warranties (“R&W”) to be given by sellers in M&A transactions should not be the same for all SPAs. Some of the factors to consider in drafting or negotiating R&W given by sellers in M&A transactions should include the following: …