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Mergers and Acquisitions in Singapore: Law and Practice (Second Edition) [Book]
Mergers and Acquisitions in Singapore: Law and Practice, Second Edition provides an outline of the regulatory framework on M&A in Singapore.
Publication Date: June 2023
Publisher: LexisNexis
Mergers and Acquisitions in Singapore: Law and Practice (Second Edition) sets out the law and discusses the nuances, issues and controversies that have dominated the field of mergers and acquisitions (M&A). It aims to address the needs of both the professional and academic communities. This book is intended to operate as an aid to practitioners who are involved in the structuring and implementation of M&A transactions. In addition, it is also aimed at litigation professionals whose services are drawn upon when an M&A deal is one that requires an ex ante sanction of a court of law or one that presents itself before a court due to disputes that require resolution. Apart from discussing the law and its implications on transactions, the authors have made a conscious effort to distill the background and rationale to specific rules and principles and their evolution, which will be of benefit to students and professionals seeking an initiation into the field of M&A. This Second Edition covers:
- changes to the Singapore Code on Takeovers and mergers since the First Edition (including provisions on dual class shares and competing offers)
- recent key M&A transactions in Singapore since the first edition
- impact of the changes pursuant to the Companies (Amendment) Acts 2014, 2017 and 2018
- impact of the changes to the Securities and Futures (Amendment) Act 2017.
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