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 …
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 …
M&A: Considerations for Partial Stake Acquisition
Thinking about acquiring a partial equity stake in a company? Beware, it’s not as straightforward as you might think! If you are a buyer acquiring a partial equity stake in a company, beware that this gives rise to more issues than an acquisition of the entire issued shares in the …
Shares-for-shares M&A transaction: Sellers to take note
An M&A transaction in which the consideration for the shares in the target company is settled by shares in the acquiring company (purchaser) requires more planning than a cash transaction. A seller should consider the following to assess whether receiving shares in the purchaser in exchange for the sale of …
M&A Insights for Founders Who Want to Sell Their Business
Some founders embark on their entrepreneurial journey with the end goal of selling their business. The founders could smoothen the sale process by ensuring their business are managed in compliance with basic legal requirements. If you are one of those forward-looking founders, here’s how: 1. 𝗖𝗼𝗻𝘁𝗿𝗮𝗰𝘁𝘀 Ensure contracts which are meant …
The One Question to Ask in M&A Transactions
When discussing M&A deals with clients who are seeking to undertake acquisitions, I always ask this question: 𝘞𝘩𝘺 𝘥𝘰 𝘺𝘰𝘶 𝘸𝘢𝘯𝘵 𝘵𝘰 𝘢𝘤𝘲𝘶𝘪𝘳𝘦 𝘵𝘩𝘪𝘴 𝘤𝘰𝘮𝘱𝘢𝘯𝘺? Understanding the underlying motivation behind our clients’ decision for their acquisitions helps us to achieve the following: – We direct our focus to what matters …
Due diligence: Common issues in investee’s contracts
At our firm, we are regularly engaged to carry out legal due diligence for investors seeking to invest into promising companies. Some of these investees/target companies are family-owned business and startups. We frequently encounter situations where contracts have been entered into by an unintended or wrong corporate entity, creating potential …
M&A: Should you do assets deal or shares deal?
A client wanted to acquire shares in a company. As we discussed further, it was clear that the buyer wanted to acquire certain assets only of the company. The company was supposedly dormant with a few assets and no ongoing operations. For unknown reason, the seller was only willing to …
M&A: Should seller accept shares as consideration?
In the sale and purchase of a business, the seller may receive payment by way of shares issued by the acquiring corporation (i.e. consideration shares) instead of cash. Before accepting payment in the form of consideration shares, the seller should consider the following: 1. Assess the liquidity of the consideration shares …