I sighed inwardly when I was greeted with three forms to fill when I attended my dental appointment. There was a form to fill in personal data, a privacy consent form and a questionnaire about medical history. The last form was a two-page questionnaire with ‘answer yes/no’ questions squeezed into …

In an M&A transaction, a purchaser may find that well-drafted representations, warranties and indemnities provided by the seller are not particularly helpful if the seller does not have the financial means to pay damages or honour the indemnities. Four ways to avoid this: 1. The seller to provide bank guarantee …

In an M&A transaction where the sale and purchase of shares is not for the entire issued share capital of a company, it is prudent for shareholders to enter into a shareholders’ agreement to govern their relationship. The shareholders would typically want the right to nominate their representatives to be …

I decided early in my career that I would not go into practice areas which are more “personal”. Corporate laws seemed to be a more neutral choice. I probably got this wrong. *** One of the transactions I was involved in gave me a different insight. The vendors sold their …

In M&A transactions, when parties are busy negotiating the terms, planning for the signing of the transaction agreements may be the last thing on their mind. Plan ahead for signing. 1. What needs to be delivered to the counterparty upon execution of the transaction agreements? 2. Ensure the resolutions which …

In M&A transactions, lawyers are naturally inclined to draft and negotiate agreements that put our clients in a strong legal position. That is our job. For a buyer, it may mean providing for the following in the sale and purchase agreement (SPA): – solid representations and warranties by the seller …

Consistency. Consistency matters a lot when drafting agreements. I was half amused and half exasperated when I saw an amended draft shareholders’ agreement which stated that shareholders may exercise certain rights by giving notice to the other shareholders. The next clause stated that the shareholders shall give notice to the …

Instead of a full legal due diligence report which sets out salient terms of contracts entered by the target companies, some buyers prefer to have a red flag report, which only highlights legal issues. In respect of contracts entered by the target companies, a red flag report may cover the …

I was involved in an initial public offering (IPO) and listing of a company (with subsidiaries) in the early stage of my career. That listed group then went on to acquire several companies and businesses through shares and assets acquisitions, which I was involved in. The terms for the consideration …

𝘜𝘴𝘦 𝘢 𝘵𝘦𝘳𝘮 𝘴𝘩𝘦𝘦𝘵 𝘧𝘰𝘳 𝘵𝘩𝘪𝘴 A term sheet is used in M&A transaction to set out the key commercial terms such as price, basis for price adjustment, earn out, profit guarantee and execution of new employment agreements with key employees of the target entity. The term sheet may be …