Mergers and Acquisitions

We undertake major acquisitions – not only in Southeast Asia, but across all of Asia – for multinationals and local companies in relation to cross-border exercises.

Our dynamic group of lawyers have diverse backgrounds and experience in different areas of law, with expertise in restructuring and acquisition transactions of varying complexities.

We conduct in-depth, value-added due diligence exercises under varying legal systems. M&A exercises are frequently time-sensitive and require an understanding of a target’s business – we work quickly and carefully under demanding situations. We draft and negotiate legal documents tailored to the client’s specific business requirements and commercial objectives.

We advise our clients in all aspects of their M&A transactions, including:

  • The manner of structuring the transaction: reconstruction, amalgamation, merger, transfer of a business undertaking, takeover and / or reverse takeover
  • Comprehensive regulatory advice: acquisitions or takeovers of listed companies, including financial and securities regulations, insiders’ trading rules, listing rules and the takeover code, and managing the timeline for a takeover process
  • Comprehensive regulatory advice: acquisitions of privately owned companies and / or their business undertaking, including financial assistance 
  • Preparation of target companies for acquisition: internal due diligence, review and evaluation of legal books and records, and identifying preliminary issues to be addressed by the target companies
  • Where acting for the sellers: taking charge and management of all due diligence, setting up of data rooms, maintenance of confidential information and trade secrets
  • Where acting for the buyers: preparation of detailed due diligence, identifying, evaluating and assisting in the resolution of material legal issues, and negotiating with sellers 
  • Detailed due diligence reports and preparation of executive summaries highlighting primary legal issues
  • All transactional documents including the mainframe sale and purchase agreement, confidentiality agreements, non-compete agreements, secondment agreements, technical assistance agreements, release and discharge documents 
  • Employment law issues and advice on the transfer of employment contracts, continuity of employment, severance and retrenchment
  • Investment, capitalization and shareholding structures
  • Tax consequences and tax structuring, including available exemptions and tax minimization structures
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