Provision of End-to-End Legal Counsel for Mergers & Acquisitions of Businesses

Case Summary

• Sale of Companies: Farallon Law represented the owner of a Pilates studio in the successful sale of her business to a private buyer. By drafting a robust Sale and Purchase Agreement (SPA) with clear, forward-looking terms, we successfully protected our client from potential post-completion claims.
• Acquisition of Companies: Farallon Law advised an overseas client on their acquisition of a Singapore-based company. Our thorough due diligence uncovered potential risks (e.g. pending lawsuits, asset-ownership disputes, regulatory breaches), allowing us to restructure transaction documents and adjust key provisions for warranty, payment terms, and timelines to safeguard our client’s interests.
• Our strategies give clients peace of mind when pursuing M&A transactions as they know that their interests are well protected.

Our Approach

Farallon Law recognises that Mergers & Acquisitions (M&A) are not merely legal transactions but pivotal business events with significant and potentially far-reaching financial and personal implications for all stakeholders involved.

We see our role as to provide expert guidance that is both legally sound and commercially astute, prioritising the interests of our clients and their business entities. Our aim is not just to provide legal advice, but to help our clients identify win-win solutions for all parties.

Solution, Strategy & Challenges

Our M&A team is able to execute a wide range of services including sale and acquisition of companies and review of acquisition offers. Our initial process involves a meticulous review of all transaction documents (e.g. SPA, warranties, indemnities, acquisition offers) to assess their robustness and clearly define the assets, liabilities, and post-sale obligations. We assess the fairness of the valuation and key commercial terms to examine if our client’s interests are well considered.

We then conduct due diligence exercises on the target company to identify risks, including outstanding asset liabilities and third-party contracts that may require cancellation or novation. In addition, we perform background checks on the prospective buyer to ensure they have the financial capacity to complete the transaction. These checks may involve reviewing bankruptcy records, prior company directorships and incorporations, and litigation history; if necessary, we also work with other law firms to check for red flags in financial conduct.

For cross-border acquisitions spanning multiple jurisdictions, Farallon Law serves as the central point of contact while coordinating with trusted law firms across Asia. We advise clients about misunderstandings of local legal restrictions, regulatory hurdles, or jurisdiction-specific compliance requirements that could derail the transaction. We are also able to advise clients against underestimating the efficiency, cost, and transparency of foreign dispute resolution systems which may differ from their home country. By working closely with our regional partners to identify these risks early, we help clients effectively manage jurisdiction-specific challenges and structure transactions with confidence.

Outcome

The core challenge in M&A transactions is balancing speed and commercial viability with meticulous risk management. Farallon Law’s strategy is to provide a comprehensive, multi-layered, and proactive solution that protects our client’s interest at every stage of the transaction process.

When representing a Seller, we assist our clients in drafting SPAs with explicit, forward-looking terms that clearly define all aspects of the transaction. By anticipating potential disputes, we integrate protections and safeguards for our client into the contract, ensuring they are well protected even after the transaction has concluded. These may include Transitional Services Agreements to define post-deal responsibilities and minimise the risk of disputes over issues such as drops in company value, servicing of existing clients, or profit margins. Our team can also review the list of employees to assess whether any restructuring or downsizing is anticipated and, if so, clarify the party that will bear the cost of any retrenchment or operational exercises.

Whereas in acquisition scenarios, our strategy centres primarily on proactive due diligence. We analyse deal proposals from prospective buyers to ensure they are not linked to money laundering, terrorism financing, or the use of illicit funds disguised as legitimate investment. This has been a critical concern in recent years alongside a global rise in financial crime and suspicious transactions. By thoroughly scrutinising the terms laid out in proposals we’re able to advise our clients on the veracity of such contracts and protect clients from being unknowingly drawn into unlawful activity.

Farallon Law’s goal is always to ensure that our clients’ legal interests are well looked after and they remain protected, before, even or after the sale. We always work to identify win-win solutions and negotiate favourable terms for our clients, offering solutions that consider both legal and holistic perspectives.

Key Takeaways:

• Legal guidance in M&A doesn’t just stop at a simple document review.
• Proactive due diligence on both the buyer and target company are crucial for uncovering hidden risks and preventing fraudulent transactions.
• For cross-border M&A, working with a firm that can coordinate with trusted regional partners is vital for navigating jurisdiction-specific challenges.
• Comprehensive legal advice goes beyond the transaction, with a focus on post-completion safeguards to minimise the risk of future disputes.

About Farallon Law

Farallon Law is a boutique Singapore law firm known for delivering best-in-class legal solutions to leading businesses and individuals. With a focus on simplicity and clarity, the firm transforms complex legal challenges into practical, actionable outcomes.