Three mistakes to avoid when drafting defined terms
I remember the difficulties I had in drafting defined terms for contracts in drafting class. I tried to be as precise as possible. I fretted over where to place (“[defined term]”) in a contract. The meaning might change depending on where I put (“[defined term]”) within a sentence. In actual …
What does a corporate lawyer do?
Some of my close friends do not know what I do for a living. They know I am a lawyer. I think they know I am a corporate lawyer. But they have no idea what I do exactly. They are not in the legal profession. Tell them my practice areas …
Target company in due diligence should avoid these
When public listed companies undertake corporate exercises, one of the key concerns is the timing for completion of the corporate exercises. Timing is particularly important when PLCs are raising funds through corporate exercises such as rights issues and IPOs as these are subject to market conditions. If the information provided …
Deciding on practice areas
I decided early in my career that I would not go into practice areas which are more “personal”. Corporate laws seemed to be a more neutral choice. I probably got this wrong. *** I do not know of any lawyer who enjoys setting out tedious information on target companies in …
Be careful with the word “notwithstanding”
Be careful when using the word “notwithstanding” in an agreement. Say you are preparing a supplemental agreement to substitute a clause. The substitution clause set out the rights of holders of a class of shares. You double check and triple check the substitution clause to ensure it contains all the …
All in a day’s work of a M&A lawyer
One of the M&A negotiations I had took place during a fire drill. We were not notified in advance that there would be a fire drill in our office building that day. My colleague and I were in the midst of a con call when the fire alarm went off. …
Representations and warranties seller should avoid
Today’s post is on some of the representations and warranties a seller should avoid giving in a M&A transaction. 1. Representations and warranties about the future The seller should avoid providing representations and warranties in respect of future events if there is uncertainty about the future. Further, after the seller …
How buyers could secure claims in M&A transactions
Today’s post is on how a buyer may “secure” warranty and indemnity claims in M&A transactions. If the buyer is unable to recover damages from the seller for any warranty or indemnity claim due to the seller’s financial position, well-drafted clauses would not be much use to the buyer. If …
Linkedin survey on challenges on identifying salient terms
I remember my first legal due diligence. I was roped in to assist my colleagues as the data room for the legal due diligence was about to close. I was asked to get a laptop from the IT personnel and given an address to go to. I met my colleagues …
Key milestones for M&A transactions
A question was posed on a M&A transaction I was working on. Can the sale and purchase agreement be completed soon after the legal due diligence on the target company is completed? The short answer is “It depends”. There are things which are within lawyers’ control such as when draft …