Mistakes in corporate law don’t always come from big decisions. Sometimes, it’s the small slip-ups that leave the biggest impression. I try to get names and honorifics right in every email. It’s a small thing, but to me, it signals respect and professionalism. One evening, after a long day and …

“It’s urgent.” I’ve heard that phrase countless times over the years. Sometimes, it really is. Other times… not so much. Rarely does anyone explain why it’s urgent. Sometimes, the same people calling it urgent are the ones who let the deal stall. Ironically, when it comes to paying invoices, their …

M&A work isn’t always high-stakes negotiations. I remember working on an acquisition of an F&B group during the pandemic. It was after hours, and we needed to fill in a detailed schedule of the representations and warranties given by the sellers on the target companies’ registered trademarks. Each one had …

“Can you please eyeball the agreement?” This is one of my least favourite instructions. It usually means a high-level review is expected, nothing too detailed. But I know that in order for me to truly understand an agreement, I need to spend time reading the details. In M&A deals, the …

First-time sellers are often surprised by what turns up during legal due diligence conducted by buyers’ lawyers. Buyers’ lawyers will comb through everything and they will flag non-compliance issues that most founders didn’t realise were even a problem. Some common ones: Agreements have lapsed, but business continues as usual No …

Before there’s conflict, not after. The ideal time is when: – you’re bringing on your first investor – a co-founder is getting equity – someone new joins the shareholding. As the business evolves, it’s worth revisiting the shareholders’ agreement. Businesses change. So do people. Consider this real-life scenario. Two companies, …

If you’re planning to sell your education business, taking a few proactive steps now can save months of delay later. Based on my experience working on M&A deals in the education sector, the following are common issues that could slow down your sale and how to rectify them early: 𝟭. …

Yesterday, I came across a post which talked about seller fatigue after prolonged due diligence and multiple rounds of amendments to the sale and purchase agreement. I half-jokingly commented that buyer’s lawyers feel the same too. The truth is, a lot of the delay could be avoided if complete and …

When sellers sell their companies, the focus is usually on the big-ticket terms in the sale and purchase agreements (SPA) – price, payment terms, earn-outs. However, the disclosure letter is where the risk gets managed, and it’s often rushed. This is the document where sellers set out exceptions to the …

Buyers don’t expect everything to be perfect, but they do want to know exactly what they are getting. When they bring in lawyers to conduct legal due diligence, they are asking questions such as: ● What contracts have the companies entered into? How do the contracts help or hinder future …