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Areas of  Practice

Practice Areas

Mergers and Acquisitions

Shareholders/
Members Disputes

Venture Capital

Strategic Alliances and Joint Ventures 

Fund Formation

Reorganization, Winding-up and Liquidation

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 –   Mergers and Acquisitions   –
  • What are the specific business obstacles you wish to address through this acquisition or divestment?

  • What are the terms and conditions necessary to achieve that?

  • What are the uncertainties? How can the parties address them?

  • If the unanticipated happens, do you have an exit strategy?

  • Are you familiar with all legal and regulatory procedures required to complete your sale or purchase?​

 

–   Strategic Alliances and Joint Ventures   –
  • Specifically, how will the day-to-day operation be run?

  • Are the decision-making procedures tailored to this operation?

  • Would the minority be promptly and sufficiently notified of any irregularity?

  • What would you consider as reasonable protections for the minority under all anticipated scenarios?

  • Would a pre-arranged, mutual buy-or-sell agreement be needed to break up a dead-lock?

–  Shareholders/Members Disputes   –
  • Have you been receiving fair and equitable treatment?

  • If not, can you document your treatments?

  • Assuming your opponent is not acting in good faith or even reasonably, what do you think is the next step? What are the issues that kept you up at night?

  • Ultimately, how would you like to see fairness be restored?

 

–   Fund Formation   –
  • Are you up-to-date on current fund terms?

  • Can you confidentially protect your investment strategy and deal sourcing?

  • If your investment strategy fails, would your disclosure still be deemed sufficient by the disgruntled investors, after-the-fact?

  • What resources do you have against an unethical fund manager or business partner?

–   Venture Capital   –
  • Have the founders fully identified the risks and strategies of the business?

  • Have you articulated to the founders how the funds you contributed should be used?

  • Have you allocated additional time, money and energy before the exit event?

  • What protections do you need against the encroachment of the management and other co-investors?

–   Reorganization, Winding-up and Liquidation  –
  • What are the different strategical effects between (i) shareholders’ voluntary wind-up, (ii) creditors’ voluntary wind-up, (iii) compulsory wind-up by the High Court, and (iv) any other schemes of arrangement?

  • What are my duties as a director and how can I ensure I would not personally be subject to further claims or prosecution?

  • How can I preserve or improve my rights as a creditor?

  • How would a liquidator’s avoidance power over unfair preference and fraudulent conveyance affect past transactions between our group affiliates?

  • How do I terminate my offshore obligations such as my international franchise or licensing agreements?

  • How should I handle my officers and employees during this period? 

In addition to assisting you with major transactions, we also provide day-to-day corporate commercial advice on governmental and regulatory compliance, legal due diligence and investigations, various corporate and reorganization matters, review of commercial contracts and documentation, as well as resolving officer and employee matters.

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