《SINGAPORE Negotiated Mamp;A Guide 2016》.pdf

Singapore Negotiated MA Guide Corporate and MA Law Committee Contact Richard Young Allen Gledhill LLP Singapore richard.young@ 2 1. Introduction Private MA transactions in Singapore are largely unregulated by statutory law, and parties are generally free to negotiate the terms and conditions of the sale and purchase. As we shall see, the contractual provisions for the acquisition of a Singapore company are often dictated by commercial considerations, but they nevertheless share the same basic components and features of acquisition agreements in other jurisdictions. This article seeks to examine and discuss some of the more common legal practices and requirements in relation to private MA transactions in Singapore. 2. Legal Framework Notwithstanding that private MA transactions are generally unregulated, the following statutory provisions may be applicable or relevant in certain acquisitions and should be taken note of. 2.1 Companies Act The Companies Act, Chapter 50 of Singapore (the “Companies Act”) contains general corporate legislation including provisions relating to the incorporation, management, administration and winding up of companies. Issues relevant to acquisitions suc h as the fiduciary duties of directors, the prohibition against financial assistance by a company for the acquisition of its shares, as well as the procedural requirements for the disposal of a company’s business which may arise as part of an acquisition, are covered under the Companies Act. For instance, wher