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
M&A: What you need to consider for sale and purchase agreement

Before diving headlong into drafting the sale and purchase agreement for an M&A transaction, take some time to understand the business of the target company and the regulatory framework in which it operates. Consider the following: 1.Β π—•π˜‚π˜€π—Άπ—»π—²π˜€π˜€ π—”π—°π˜π—Άπ˜ƒπ—Άπ˜π—Άπ—²π˜€: What are the business activities of the target company? What products or …

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.Β 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 …