Corporate & Business Advisory

Mergers & Acquisitions

Share and asset transactions, due diligence and completion documents — structured so what you pay for is what you actually receive.

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Tell us the situation and we will tell you what we think you should do — and what it will cost.

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Buyers acquiring a Thai company or a business
Owners selling all or part of their company
Investors taking a stake alongside existing shareholders
Groups consolidating or reorganising Thai entities

Structuring the deal — share purchase, asset purchase or amalgamation

Legal due diligence, with a report that says what to do about each finding

Term sheets, exclusivity and confidentiality at the front of the deal

Share purchase and asset transfer agreements, warranties and indemnities

Conditions precedent, completion mechanics and the transfer filings

Post-completion integration — governance, employees and contracts

Assess the target and agree the deal structure
Put confidentiality, exclusivity and the term sheet in place
Run legal due diligence and report the findings with recommendations
Negotiate price adjustments, conditions, warranties and indemnities
Satisfy the conditions precedent and complete
File the transfers and run the post-completion steps

Documents to prepare

The target’s affidavit, articles and shareholder register
Financial statements for recent years
Material contracts, licences and leases
Employment records and any labour disputes
Any term sheet, valuation or offer already exchanged

Buying shares takes the company as it stands, including its history and its liabilities; buying assets lets you select what you take and generally leaves the past behind, but requires each contract, licence and employee to be transferred individually. Tax, licences and employment consequences differ sharply, so the choice is made after due diligence, not before.

Whether the seller owns what it is selling, and what comes attached: corporate standing and share history, licences, material contracts and their change-of-control clauses, employment and social security, tax exposure, property and IP, plus litigation and regulatory history. Findings become one of three things — a price adjustment, a condition or a warranty.

You can, and you will then own whatever is there. Warranties help only if the seller is still solvent and reachable when the problem surfaces, which is often years later. Due diligence costs a fraction of the purchase price and is the only part of the deal that can still be undone cheaply.

In a share purchase the employer does not change, so employment simply continues. In an asset purchase employees do not move automatically and Thai labour law protects their accrued rights and consent in ways that must be planned for — this is one of the most commonly underestimated costs of an asset deal, and we bring in our Employment practice on it.

The pacing items are due diligence, any regulatory or licence consent, and how quickly the seller can produce documents — rarely the drafting. Deals slip most often because a licence needs a regulator’s approval nobody scheduled, so we identify those consents in the first week. FEE_STRUCTURE

Lawyers for this matter

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