A lawyer’s job


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
– specific indemnities from the seller to cover known potential liabilities
– retention of part of the consideration when there may be potential claim against the target
– having payment terms which commensurate with the risk of the transaction
– favourable remedies or exit clauses in the event of seller’s breach of the SPA

For a seller, is may mean providing for the following in the SPA:
– exclusion or limitation of the seller’s liability
– early payment of consideration by the purchaser

Sometimes, clients may choose a less favourable legal position notwithstanding the legal advice given. It after giving clear advice on the implications and clients decide to proceed with the less favourable legal position, it is also our job to accept that and facilitate the transactions on this basis.


This post was first posted on Linkedin on 13 November 2022.

Linkedin Post
Five key steps for legal due diligence

Most lawyers are good at identifying issues, but legal due diligence shouldn’t be limited to merely reviewing documents and identifying issues. Here are my five steps for conducting legal due diligence: 1. Identify the issues based on the scope of legal due diligence as agreed with the clients. 2. Provide recommendations …

Linkedin Post
Begin with the end in mind: Post-completion integration

I once worked on an M&A deal that took more than a year to complete. While the deal was not inherently complex, it dragged on due to delays in finalizing the details of the transaction agreements for reason beyond my control. As the deal involved a larger corporation acquiring a …

Being a Corporate Lawyer: Why I Do What I Do

After years of demanding schedule and juggling simultaneous corporate exercises which take a toll on physical and mental health, it is not surprising that some corporate lawyers experience burnout. Unlike some legal practice areas, the work of a corporate lawyer may not seem immediately impactful or “make a difference” to …