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Merger & Acquisition (M&A) law in Thomson, Singapore, like the rest of the country, is governed by the Companies Act and various regulatory authorities. M&As are viewed as a strategic business tool for businesses in Singapore, propelling them towards growth, expansion, and increased global competitiveness. Regardless of the size of the deal, timely and accurate legal counsel is crucial for a successful transaction.
A lawyer specialized in M&A ensures that all financial and legal matters are appropriately handled, including due diligence, contract negotiation, tax considerations, regulatory compliance, the formulation of terms and conditions, and overall transaction execution. They can help safeguard their client’s interests and prepare for potential risks or complications.
The key legislation concerning M&A in Singapore is the Companies Act. This legislation provides the legal framework for M&A activities, including the purchase of assets, mergers, consolidation, and takeover offers. Under the Act, certain transactions may require the approval of the majority of shareholders. Local laws also dictate specific procedures for the protection of minority shareholders. In addition, the Competition and Consumer Commission of Singapore (CCCS) may review M&A activities that may substantially reduce competition, with legal consequences for violations.
Due diligence is the process of reviewing all financial records, assets, liabilities, operations, and legal matters of the company being acquired or merged, to ensure the buyer or merging entity has a clear idea of what is being acquired in the transaction, thus reducing risk.
A takeover offer occurs when an acquiring company makes a public offer to the shareholders of the target company to buy their shares in order to obtain a controlling interest in the target company.
A mandatory general offer is required when an entity, or a group of parties acting in concert, acquires more than 30% of the voting rights of a company.
Yes, a company's board of directors can use various strategies to resist a hostile takeover, such as a poison pill strategy or a white knight strategy, but such actions require careful legal navigations.
Confidentiality is usually maintained during negotiation and due diligence stages of an M&A transaction. However, under the Companies Act, certain disclosures to shareholders and regulators are mandatory upon reaching specific stages of the process.
The Accounting and Corporate Regulatory Authority (ACRA), The Competition and Consumer Commission of Singapore (CCCS), and the Monetary Authority of Singapore (MAS) provide various guidelines and regulatory information concerning M&A activities in Singapore. The "Mergers & Acquisitions in Singapore" publication by the Singapore Law Review is also a useful resource.
If you need legal assistance in M&A matter, consider consulting a Singaporean law firm that specializes in corporate law, specifically M&A transactions. Prepare for initial consultations by gathering all relevant business information and clearly identifying your goals for the transaction. Remember, choosing the right lawyer is crucial for safeguarding your interests and achieving a successful M&A transaction.
