We provide advice on mergers & acquisitions and investments into target companies on all aspects of the deal. We help clients structure the deal, conduct due diligence, assist in contract negotiations, identify regulatory compliance and risk management issues. Whether you are a buyer, or seller, we have the expertise and resources to help you achieve your goals and succeed in today's competitive marketplace.

DUE DILIGENCE

Legal due diligence is a vital process that helps assess the legal risks and liabilities of a business transaction or investment. Our team will conduct a comprehensive review of the target company's legal documents, contracts, and other relevant materials to identify any legal issues that could impact the transaction or investment. We will examine the target's organisational documents, including contracts such as leases, employment agreements, and customer and vendor contracts to identify potential issues that could lead to litigation or regulatory investigations. We assist clients in developing strategies to manage potential risks.

JOINT VENTURE AND SHAREHOLDERS AGREEMENTS

The shareholders agreement is a legally binding agreement between the shareholders of a company. This agreement outlines how the company will be run, how decisions will be made, and how shareholders' interests will be protected. We advise clients on a wide range of issues, including transfer of shares, voting rights, dividend payments, board composition, and management of the company. The agreement may also include provisions for dispute resolution, such as arbitration or mediation, as well as exit provisions. We can also help to ensure that there are provisions to protect the interests of minority shareholders, so that they have a say in key decisions that affect the company.

PRIVATE EQUITY

Our law firm provides a comprehensive range of legal services to venture capital and start-up clients in Singapore. With extensive experience in private equity transactions, we advise on various types of deals, including leveraged buyouts, term sheets, convertible bonds, convertible agreement regarding equity (CARE), simple agreement for future equity (SAFE), share subscription and shareholders agreements, and intellectual property. We understand the startup ecosystem and regulatory environment in Singapore and work closely with VCs and startups to help them navigate the legal landscape and scale their businesses.

We assist clients in understanding the statutory requirements outlined in the Employment Act, the Retirement and Re-employment Act, and the Work Injury Compensation Act and provide guidance on the TAFEP Tripartite Guidelines. We provide expert advice on key terms that should be included in the employment agreement, including working hours, leave entitlements, termination provisions, and restrictive covenants. By ensuring that these terms are clearly defined in the agreement, we can help protect the interests of both the employer and the employee. We work closely with our clients to tailor the agreement to meet the needs of their organisation, taking into account their industry, the seniority of the position. Our aim is to provide our clients with a clear, concise, and enforceable employment agreement that is in compliance with Singapore's legal and regulatory requirements.

EMPLOYEE SHARE OPTIONS SCHEMES AND AWARDS

An Employee Stock Ownership Plan (ESOP) or an Employee Stock Appreciation Scheme (ESAS) is an effective way to motivate and incentivize employees. We can help ensure that your program meets regulatory requirements and achieves its intended goals. We assist with drafting the terms of the plan to, we develop communication and education materials to effectively communicate the program's mechanics to employees. Our support also extends to the administration of the program, which includes issuance of shares, reporting, and compliance with legal and regulatory requirements. As part of our advisory services, we can provide guidance on the Income Tax Act, the Securities and Futures Act, and the Companies Act.

We advise clients on the legal aspects of collecting, processing, storing, and transferring personal data of their stakeholders from employees to customers, and the regulatory requirements under the Personal Data Protection Act (PDPA). We draft privacy policies, consent forms and outline how the data is collected, used and protected. We help clients understand their legal obligations in the event of a data breach, and the reporting requirements. 

DRAFTING CONTRACTS

The success of a company depends on the fortitude and success of its relationships. We help our clients formalise their commercial relationships with customers, employees and shareholders, to give clarity to the terms of the working relationship and to provide for exit strategies. We also assist clients in day-to-day corporate administration, advising them on managing their legal risks and providing board/shareholder advisory services.

INTELLECTUAL PROPERTY

We assist our clients to identify, protect and commercialise their IP assets, so they can build long and lasting brands, through a wide range of IP services, including trade mark registrations, design protection, IP management, enforcement of IP rights, negotiating for licenses, distributions and collaboration agreements.