Mergers & Acquisition

Whether you’re a company seeking to acquire assets or a startup waiting to be acquired, we are here to support your M&A transactions.

Our founder, Rachel Wong, was an M&A lawyer in her yester-life who dealt in multi-million dollar transactions for her clients (the largest being approximately S$1.8B).

M&A transactions don’t typically happen at the early stages. They tend to take shape later on when parties buy/sell shares, or in the occasional instance, acquire a synergistic company.

Achieve Your M&A Goals With The Right Tools

1. Acquisition Agreement (Share / Asset) 

An acquisition can take place via the acquisition of shares or assets. The key difference lies in whether the buyer wants to ‘cherry pick’ the assets that it acquires.

An acquisition can also be an outright acquisition or a partial acquisition. This will influence your document package – since if it’s a partial acquisition, a shareholders agreement will come into play.

The legal documentation for the sale of shares/assets should also be tailored. For example, an agreement drafted for a founder selling his shares to a co-founder should not be excessively lengthy or aggressive. 

2. Joint Venture Agreement

Sometimes, there is synergistic value in partnerships. When that happens, parties enter into a joint venture or a collaborative relationship.

There are typically 2 main types of joint ventures: (a) contractual joint ventures and (b) equity joint ventures. The key difference lies in whether a special purpose vehicle is incorporated for the joint venture.

What do parties have to talk about? Well, parties usually discuss profit-sharing, capital contributions, deadlock mechanisms, reserved matters, decision-making process, administration – and the list goes on.

3. Disclosure Letter

A disclosure letter could be a rather important document if the counter-party throws a kitchen sink of representations and warranties in the document.

If that happens, it’s important to state what is untrue in those representations and warranties so that it doesn’t come biting you back a few months later.

4. Due Diligence

We’re not big fans of due diligence, since most of the carve-outs can be flushed out at the disclosure stage (i.e. disclosure to a robust set of representations and warranties).

If due diligence needs to be conducted by a start-up, we’ve developed some formulas that are pegged to the different stages of a typical company. 

Most of the time, we act for founders/startups! As such, we usually assist the founder/startup in the due diligence process.

5. Completion Deliverables

M&A is a pretty complicated subject. To acquire shares or assets, we need to draft, among others, resolutions, waivers, consent letters, assignment agreements and notification letters as well as a new constitution.

Keep an eye on the completion deliverables as it can be quite a whirlwind of documents!

how we work

We are built for fast-growing early stage companies and ambitious founders between their pre-seed and series C stages. We provide you with the support you need before you hire your own in-house legal counsel (or an expensive law firm for complex restructuring).

We also like to work with people that we like. That’s why it means a lot to us when our clients are decisive, enjoyable to work with, ambitious, and honest at the same time!

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