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

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)