What are mergers and acquisitions (M&A)?
Mergers and acquisitions (M&A) is a broad term used to describe the consolidation, amalgamation, or purchasing of one organisation by another. The term can also be used to describe the consolidation of assets through various financial transactions such as tender offers and management acquisitions.
Understanding the difference between a merger and an acquisition
While the terms merger and acquisition are often used interchangeably, both are actually quite different in terms of meaning.
A merger is the combination of two corporations, which subsequently forms a new legal entity under a new corporate name. Both companies are often of the same size that join forces to form a new single entity.
An acquisition, on the other hand, is when one corporation purchases another corporation in a public deal. In instances where the target companies are unwilling to be purchased, this is often referred to as a hostile or unfriendly deal and can be considered as an acquisition as well.
What are the types of corporate transactions that fall under M&A?
Here are some of the common transactions that fall under the broad M&A umbrella:
Mergers
In a merger transaction, the board of directors for both companies will come together and discuss before approving the combination. They will also seek the shareholder’s approval.
The driving force behind corporate mergers could be for companies to broaden their market reach, expand into new industry segments, or gain a larger pie of the market share.
The five major types of mergers are conglomerate, congeneric, market extension, and horizontal.
Acquisitions
Acquisitions, unlike mergers, are generally not on a voluntary basis. It involves one company actively purchasing the other.
In the most straightforward type of acquisition, the acquiring company gains the majority stake in the acquired company. The acquiring company also does not change its legal entity name or alter its organisation structure.
Consolidations
Consolidation creates a new company by combining both organisations’ core business and abandoning the old corporate structure. In a consolidation, the shareholders of both companies need to approve the transaction.
Tender Offers
A tender offer is when a company offers to purchase the outstanding stock of that particular company at a mutually agreed price instead of market price. The acquiring company typically offers the proposition directly to the other company’s stakeholders. They do not need to go through the other company’s management or board of directors. Most of the time, such tender offers eventually result in mergers.
Asset Acquisition
Asset acquisition is when company A directly acquires the assets of company B. The company whose assets are being acquired need to obtain their stakeholders’ approval before proceeding with the transaction. Purchase of assets typically occurs during bankruptcy proceedings, where other companies bid for various assets of the company that is filling for bankruptcy.
Management Acquisition
In a management acquisition, also referred to as a management-led buyout, company A’s executives purchase a controlling stake in company B, privatising the company. These executives often partner with a financier or a former corporate officer to help fund the transaction. In such M&A transactions, the majority of the shareholders in both company A and B need to approve the deal.
When does a M&A lawyer come into the picture?
A M&A lawyer comes into the picture whenever there are any of the above types of M&A transactions. M&A lawyers often wear multiple hats during the entire merger or acquisition process.
In a law firm, the M&A practice area is often filled with lawyers that are dedicated to a certain field rather than a M&A generalist. Reason being that M&As are complex processes and it involves a great deal of meticulous and detailed work over months or even years to ensure a smooth transaction. It is also critical to ensure that the outcomes of the M&As are beneficial to all parties that are involved.
What are the various hats that a M&A lawyer wears?
Advisor
At the very start of the M&A process, M&A lawyers play an advisory role. They are required to conduct in-depth research about the involved parties, both the acquirer and the target companies. Some of the research includes historical financial statements and identifying assets and liabilities.
At this stage, they are looking for potential red flags that may impact the M&A process in the early stages.
Mediator
Lawyers are just one part of the equation when it comes to closing M&A deals. There are often other teams and parties involved such as accountants, bankers, auditors, and other professionals with specialised expertise to get the M&A processes going.
While every party is integral in ensuring things go smoothly in the M&A transaction, it is the M&A counsel that typically acts as the key point of contact. Almost every aspect of the M&A deal will go through the M&A counsel for their review and approval. In that sense, M&A lawyers often act as the intermediary between clients and other professionals that are involved in the M&A deal.
Negotiator
A huge component of any lawyer’s job scope is effective negotiation. And this rings true for M&A lawyers as well. While most people have the perception that it means arguing to state their point, it is quite different in the M&A context.
M&A lawyers have the responsibility to ensure that the M&A deal closes in the way that it is supposed to be, within stipulated timelines and ensuring that all client parties involved benefit from the M&A transaction. In order to ensure this, M&A lawyers will need to negotiate and compromise along the way in terms of deliverables, outcomes and timelines with all involved parties.
Drafter
Any M&A deal requires a lot of documentation, essentially ensuring that every opinion, steps taken, contracts, registrations and so on, are accurately recorded down. This is to prevent any misunderstanding and disputes along the way. Given that these documentations can eventually be presented as evidence in the event of a lawsuit, these documentations often go through multiple rounds of reviews before being finalised.
Where can companies engage a M&A lawyer in Singapore?
If your corporation needs to engage a M&A lawyer in Singapore, here are some of the top law firms to consider:
Law Firm |
CNP Law |
Speciality |
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Website | https://www.cnplaw.com/ |
Address | 600 North Bridge Road #13-01, Parkview Square (Parkview 2), Singapore 188778 |
Contact | contact@cnplaw.com +65 6323 8383 |
Operating Hours | Mon – Fri, 9am – 6pm |
Law Firm |
Allen & Gledhill LLP |
Speciality |
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Website | https://www.allenandgledhill.com/ |
Address | 1 Marina Blvd, #28-00, Singapore 018989 |
Contact | 65 6890 7188 enquiries@allenandgledhill.com |
Opening Hours | Weekdays: 9am – 6pm |
Law Firm |
WongPartnership LLP |
Speciality |
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Website | https://www.wongpartnership.com/ |
Address | 12 Marina Boulevard Level 28 Marina Bay Financial Centre Tower 3 Singapore 018982 |
Contact | 65 6416 8000 |
Operating Hours | Mon – Fri, 9am – 6pm |
Law Firm |
Bird & Bird ATMP |
Speciality |
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Website | https://www.twobirds.com/ |
Address | 2 Shenton Way #18-01, SGX Centre 1, Singapore 068804 |
Contact | +65 6534 5266Singapore@twobirds.com |
Law Firm |
Dentons Rodyk & Davidson LLP |
Speciality |
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Website | https://www.dentons.com/en |
Address | 80 Raffles Place, #33-00 UOB Plaza 1, Singapore 048624 |
Contact | Contact via form here |
Opening Hours | Weekdays, 8.45am – 5.45pm |
Law Firm |
Drew & Napier LLC |
Speciality |
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Website | https://www.drewnapier.com/ |
Address | 10 Collyer Quay, 10th Floor Ocean Financial Centre, Singapore 049315 |
Contact | 6535 0733mail@drewnapier.com |
Opening Hours | Weekdays, 9am – 5pm |
Law Firm |
Pinsent Masons |
Speciality |
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Website | https://www.pinsentmasons.com/ |
Address | 182 Cecil St, #32-01 Frasers Tower, Singapore 069547 |
Contact |
65 6305 0901
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Law Firm |
Shook Lin & Bok LLP |
Speciality |
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Website | https://www.shooklin.com/en/ |
Address | 1 Robinson Road, #18-00 AIA Tower, Singapore 048542 |
Contact | 65 6535 1944slb@shooklin.com |
Law Firm |
Duane Morris & Selvam LLP |
Speciality |
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Website | https://www.duanemorris.com/offices/singapore.html |
Address | 16 Collyer Quay #17-00, Singapore 049318 |
Contact | 65 6311 0030 |
Law Firm |
Rajah & Tann Singapore LLP |
Speciality |
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Website | https://www.rajahtannasia.com/ |
Address | 9 Straits View #06-07 Marina One West Tower, 018937 |
Contact | 6535 3600info@rajahtannasia.com |
Opening Hours | Weekdays: 9am – 6pm |
Law Firm |
Lee & Lee |
Speciality |
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Website | https://www.leenlee.com.sg/practice-areas/corporate/ |
Address | 50 Raffles Place, #06-00 Singapore Land Tower Singapore 048623 |
Contact | +6562200666leenlee@leenlee.com.sg |
Opening Hours | Weekdays: 9am – 6pm |
Law Firm |
Quahe Woo & Palmer LLC |
Speciality |
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Website | https://www.quahewoo.com/ |
Address | 180 Clemenceau Avenue, Haw Par Centre #02-02, Singapore 239922 |
Contact | +65 6622 0366enquiry@quahewoo.com |
Opening Hours | Weekdays: 9am – 6pm |
Law Firm |
Harry Elias Partnership LLP |
Speciality |
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Website | https://www.harryelias.com/people |
Address | 4 Shenton Way, #17-01 SGX Centre, Singapore 068807 |
Contact | 65 6535 0550enquiries@harryelias.com |
Opening Hours | Weekdays: 9am – 6pm |
Law Firm |
Virtus Law LLP |
Speciality |
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Website | https://www.virtus-law.com/ |
Address | 1 Raffles Place #18-61 Tower 2, Singapore 048616 |
Contact | 65 6737 1234 |
Law Firm |
Baker & McKenzie.Wong & Leow |
Speciality |
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Website | https://www.bakermckenzie.com/en/locations/asia-pacific/singapore |
Address | 8 Marina Boulevard, #05-01 Marina Bay Financial Centre Tower 1, Singapore 018981 |
Contact | 65 6338 1888 |
Opening Hours | Weekdays: 9am – 6pm |
Law Firm |
TSMP Law Corporation |
Speciality |
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Website | https://www.tsmplaw.com/ |
Address | 6 Battery Rd, Singapore 049909 |
Contact | 65 6534 4877 |
Law Firm |
RHTLaw Asia LLP |
Speciality |
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Website | https://www.rhtlawasia |
Address | 1 Paya Lebar Link #06-08PLQ 2 Paya Lebar QuarterSingapore 408533 |
Contact | +65 6381 6868 enquiries@rhtlawasia.com |
Operating Hours | Weekdays, 9 AM – 6 PM |
Law Firm |
Advocatus Law LLP |
Speciality |
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Website | https://www.advocatus.sg/Mergers-&-Acquisitions |
Address | 25 North Bridge Road, #08-01 EFG Bank Building, Singapore 179104 |
Contact | 65 6603 9200
enquiry@advocatus.sg |
Law Firm |
Farallon Law Corporation |
Speciality |
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Website | https://fl.sg/expertise/mergers-acquisitions-lawyers-singapore/ |
Address | 6A Shenton Way, #04-01 OUE Downtown Gallery, Singapore 068815 |
Contact | 65 6690 2482
info@fl.sg |
Law Firm |
PDLegal LLC Advocates and Solicitors |
Speciality |
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Website | https://www.pdlegal.com.sg/expertise/corporate-commercial-law/ |
Address | 1 Coleman Street #08-02, The Adelphi, Singapore 179803 |
Contact | (65) 6220 0325
enquiry@pdlegal.com.sg |
Operating Hours | Weekdays, 9am – 6pm |
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