By Wan Wai Yee & Umakanth Varottil
Mergers and Acquisitions in Singapore: Law and Practice sets out the law and discusses the nuances, issues and controversies that have dominated the field of mergers and acquisitions. 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 we believe will be of benefit to students and professionals seeking an initiation into the field of M&A.
Chapter 1 - Rationale for Mergers and Acquisitions
Chapter 2 - Structuring M&A Transactions
Chapter 3 - Regulatory Framework, Securities Industry Council and the Takeover Code
Chapter 4 - Preparatory Work for M&A Transactions
Chapter 5 - Conditions, Pre-conditions, Consideration, Terms and Offer Time-table
Chapter 6 - Deal Documentation and Informational Requirements
Chapter 7 - Restrictions on Dealings in Shares; Disclosure Requirements
Chapter 8 - Duties of Directors in Takeovers, Deal Protections and Takeover Defences
Chapter 9 - Mandatory Offers
Chapter 10 - Duties of Professional Advisors in M&A Transactions
Chapter 11 - Equality of Treatment and Special Deals
Chapter 12 - Asset Valuations and Profit Forecasts
Chapter 13 - Schemes of Arrangement and Amalgamations
Chapter 14 - Compulsory Acquisitions and Squeeze Out of Minority Shareholders
Chapter 15 - Financing Takeovers, Leveraged Buy-outs and Management Buy-outs
Chapter 16 - Enforcement of the Takeover Code and Market Misconduct in the Course of Takeovers