IPO: Take note of this before converting to public company
Advisers who prepare timetables and set out the steps for IPO should take note of this. A common pre-IPO restructuring step involves shareholders of an operating company (“Shareholders“) entering into a sale and purchase agreement (“SPA“) to sell their shares in the operating company to a new company, in consideration …
Your work is important
“Your work is important.” When someone said this to a group of lawyers including myself, the statement made me pause and think. I have seen my peers in corporate finance/ equity capital markets (ECM) practice getting disillusioned and burnt out. I am not immune to these feelings, especially when a …
Disclosure letter in M&S transaction
Today’s post is on disclosure letter in M&A transaction. A disclosure letter sets out the exceptions to seller’s representations and warranties in a sale and purchase agreement for an M&A transaction (“SPA”). Instead of negotiating heavily on sellers’ representations and warranties in SPAs, it is common to provide in SPAs …
What approvals and notifications required for M&A transactions?
At the start of a M&A transaction, ascertaining the approvals and notifications required for the transaction would help you plan the workflow and timeline. The approvals and notifications required typically relate to change of control, shareholders, shareholding or directors of the target company. The approvals and notifications required for the …
Three stages in drafting M&A SPA
I learn drafting sale and purchase agreement (SPA) for M&A in the “traditional” manner. This is probably how instructions are given to associates when they are asked to draft SPA. *** We are acting for ABC who wants to buy/sell shares in XYZ Company. [Some briefing on the transaction.] Please …
What is it like to be a corporate lawyer?
Someone asked me whether being in corporate practice is less stressful and less hectic than being in litigation practice. I think this kind of generalisation is not particularly helpful. Different law firms have different cultures and expectations of their lawyers. Clients’ demand would also determine whether a particular project or …
Planning for ECM transactions
My friends and I used to joke that working as lawyers in equity capital markets (ECM) practice means chasing after people and being chased by other people for our respective deliverables. There is a workflow process for ECM transactions such as rights issue and IPO. Principal advisers would usually provide a timetable …
“Fundamental” representations and warranties in M&A
Today’s post is on creating a category of ‘fundamental representations and warranties’ given by sellers in sale and purchase agreements (SPAs) for M&A transactions. It is common for sellers to give representations and warranties for the benefit of buyers in M&A transactions. Instead of negotiating heavily on the representations and …
Be clear with timeline in M&A SPA
Today’s post is on interpretation of time in a sale and purchase agreement for M&A transaction. Consider the following clause: “The Seller shall fulfil the Conditions Precedent no later than 90 days from the date of this Agreement.” Questions for you to consider: 1. Do the 90 days stated in …
Define terms in M&A SPA to avoid dispute
Today’s post is on some of the terms used in sale and purchase agreements for M&A transactions. The following terms are open to interpretation if used in agreements without being defined: 1. Family Does “family” mean immediate family or extended family? Do the parties to the agreements intend for the …