Sale and Purchase of Company or Business Assets

Many buyers and sellers of small companies and businesses typically do not engage lawyers to act for them in the sale due to cost concerns, and simply do a transfer of the shares to the buyer. This is very dangerous and unwise for the following reasons:-

  • From a buyer's perspective, he will not have any legal protection or recourse in the event he takes over the business and subsequently discovers that there are legal liabilities or issues. In such a situation, since there was no "proper" sale and purchase agreement covering all the potential issues and problems that can arise, the maxim caveat emptor applies and the buyer will not be able to recover damages from the seller; and
  • From a seller's perspective, if the buyer decides to engage a lawyer for the purchase of the company or business, the sale and purchase agreement (prepared by the buyer's lawyer per industry practice) will invariably contain one-sided and unfavourable terms that a seller without a lawyer would not be aware of. Without any technical legal knowledge, a seller of a company or business without a lawyer will at a disadvantage and will expose himself to unlimited liability and potential lawsuits in the event of any unintentional breaches of the terms or warranties in the sale and purchase agreement.

By introducing a low fixed-price legal fee for a sale or purchase of a company or business transaction, we hope that buyers and sellers of small businesses will be more inclined to involve a lawyer in their mergers and acquisition transactions, because they do not need to worry about the high-cost of unknown legal bills which can typically run into the tens of thousands or hundreds of thousands of dollars.

Cost: From S$5,000 onwards

Scope of work

  • Drafting of term sheet and non-disclosure agreement (if any)
  • Preparation of draft sale and purchase agreement
  • Negotiate essential terms for clients and the representations and warranties
  • Review comments from opposing counsel and provide advice
  • Propose drafting amendments
  • Advise on issues relating to the transaction
  • Drafting ancillary documentation e.g. undertakings, shareholders' agreement, board resolutions
  • Email and phone advice on issues relating to the transaction
  • Preparation of disclosure letter (if acting for seller)
  • Completion of transaction to occur no later than twelve months from date of engagement. Additional charges apply for transactions exceeding twelve months