Seller beware: Discharge of guarantee after disposal of shares
In a share sale and purchase transaction, the transfer of shares to the buyer and payment of consideration to the seller may not necessarily signify the end of the parties’ obligations. After completion of the sale and purchase of shares, it is important to the seller to have all guarantee …
Selling or buying a business-Use a term sheet
When selling or buying a business, whether via a sale and purchase of shares or via a sale and purchase of assets, the seller and the purchaser should consider using a term sheet to set out the principal terms and conditions of the transaction. Having a term sheet enables the …
The concept of disclosure letter in M&A
In a merger and acquisition (“M&A”) transaction, it is common for the seller to give representations and warranties about the subject matter of the sale, be it shares or assets to be disposed of by the seller. The representations and warranties given by the seller are for the purchaser’s benefits, …
Common issues in mergers and acquisitions
A merger and acquisition (“M&A”) transaction involves at least two parties, the seller and the purchaser, coming together to negotiate on the terms and conditions of the sale and purchase of the target company or asset (“Target”). The agreed terms and conditions are then set out in a sale and …