Structuring payment of purchase price for M&A transactions

Linkedin Post

You need to consider the following when structuring payment of purchase price for M&A transactions:
1. Amount of purchase price/ the way in which it is to be determined
2. Time for payment of the purchase price
3. Manner in which the purchase price is to be satisfied

Purchase price may be:
– A fixed amount
– Subject to earn-out
(where the purchase price depends on future performance of the target company)
– Subject to completion accounts
(where the purchase price is subject to adjustment if the final valuation of the target company on a specified cut-off date as set out in completion accounts vary from the initial figure)
– Payable on completion
– Payable in one tranche or multiple tranches
– Subject to retention against claims which may reduce the value of the target company
– Payable in cash
– Satisfied other than in cash such as by way of issuance of shares
#malaysiancorporatelawyer
#mergersandacquisitions

This post was first posted on Linkedin on 3 June 2022.

Linkedin Post
Getting into the details to make a deal work

A big part of my role as a corporate lawyer has been listening to clients explain the commercial terms they want in their deals. The next step is asking the right questions that make those terms work in the real world. Sometimes the parties have a general idea of the …

Linkedin Post
Founder Exit: Legal Checklist to Avoid Delays

Before buyers commit, their lawyers will conduct legal due diligence that may uncover gaps or non-compliance which delay the founder’s exit or reduce the price. This list helps founders/ sellers resolve common legal issues before they’re flagged in legal due diligence. Share Capital & Shareholders  Have all past share allotments …

Linkedin Post
Founders selling for the first time need more than high-level legal advice

Some founders selling their businesses for the first time are not sure where legal advice is needed or how deep that advice should go. In past deals where I acted for buyers, I have seen: – A founder who asked their lawyer for a “high-level review” of sale and purchase …