Mergers and Acquisitions in Singapore: Law and Practice (Second Edition) [eBook]

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Mergers and Acquisitions in Singapore: Law and Practice (Second Edition) [eBook]

Author Wan Wai Yee & Umakanth Varottil
ISBN 9789815019704
Publisher LexisNexis


The second edition of Mergers and Acquisitions in Singapore: Law and Practise (M&A) lays out the law and explores the complexities, concerns, and controversies that have dominated the M&A industry. It attempts to meet the demands of both the academic and professional sectors. This book is meant to serve as a resource for professionals engaged in the planning and execution of M&A transactions. It is also directed at legal experts whose expertise is needed when an M&A deal necessitates an ex ante sanction of a court of law or presents itself before a court due to conflict resolution issues. In addition to discussing the law and its effects on transactions, the authors made a deliberate effort to condense the history, justification, and development of particular rules and principles. This will be helpful to students and professionals looking to get started in the M&A field. This Second Edition covers:

  • Since the First Edition, the Singapore Code on Takeovers and Mergers has undergone revisions (including dual class share requirements and competing offer provisions).
  • major M&A deals that have recently occurred in Singapore since the first edition.
  • impact of the modifications made in accordance with the Companies (Amendment) Acts of 2014, 2017, and 2018.
  • effects of the 2017 Securities and Futures (Amendment) Act amendments.

    Table of Contents of Mergers and Acquisitions in Singapore: Law and Practice (Second Edition)

    1. Rationale for Mergers and Acquisitions
    2. Structuring M&A Transactions
    3. Regulatory Framework, Securities Industry Council and the Takeover Code
    4. Preparatory Work for M&A Transactions
    5. Conditions, Pre-conditions, Consideration, Terms and Offer Time-table
    6. Deal Documentation and Informational Requirements
    7. Restrictions on Dealings in Shares; Disclosure Requirements
    8. Duties of Directors in Takeovers, Deal Protections and Takeover Defences
    9. Mandatory Offers
    10. Duties of Professional Advisors in M&A Transactions
    11. Equality of Treatment and Special Deals
    12. Asset Valuations and Profit Forecasts
    13. Schemes of Arrangement and Amalgamations
    14. Compulsory Acquisitions and Squeeze Out of Minority Shareholders
    15. Financing Takeovers, Leveraged Buy-outs and Management Buy-outs
    16. Enforcement of the Takeover Code and Market Misconduct in the Course of Takeovers
    17. Special Purpose Acquisition Companies

    About The Author(s) of Mergers and Acquisitions in Singapore: Law and Practice (Second Edition)

    Wan Wai Yee
    Professor Wan Wai Yee teaches at City University of Hong Kong's School of Law. She formerly held the position of Professor at Singapore Management University's School of Law. She practised mergers and acquisitions as well as equity capital markets while a partner at a small law firm just before entering academia in 2005. She is the author or editor of several books, including Comparative Takeover Regulation: Global and Asian Perspectives (Cambridge University Press, 2017), Principles and Practise of Securities Regulation in Singapore (LexisNexis, 2017, 3rd Edition), and Court-Supervised Restructuring of Large Distressed Companies in Asia: Law and Policy (Hart, 2022).

    Umakanth Varottil
    Associate Professor Umakanth Varottil teaches at the National University of Singapore's Faculty of Law. He is an expert in company law, corporate governance, M&A, and corporate finance. Although the majority of his work is comparative in nature, Singapore and India are his two main areas of interest. He has written articles for international publications and co-edited or co-authored seven books. Additionally, he has provided guest instruction at law schools in Australia, India, Italy, New Zealand, and the US. Umakanth was a partner in a renowned law firm in India before entering academia. At that time, the Chambers Global Guide listed him as one of India's top corporate/mergers & acquisitions lawyers.
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