DD of M&A Transactions in Singapore

By conducting DD in Singapore potential purchasers can assess target companies’ legal & commercial status, including its readiness to sign an M&A agreement in the Republic of Singapore.

DD is performed by duly qualified financial & legal consultants. Its extent can vary & depend on the purchaser's budgetary & time constraints. By conducting DD, potential investors seek to obtain information pertaining to:

• ownership of stakes & share capital structure;
• licenses or permits limiting or forbidding a change in control of target companies & their subsidiaries, including setting thresholds for ownership of shares 
• agreements with clients, suppliers, customers & personnel;
• assets & liabilities;
• banking & finance;
• personnel-related issues;
• insurance;
• lawsuits target companies are or might be facing;
• whether a change in control may result in having to make a M&A offer in the Republic of Singapore.

DD’s scope can change to take into consideration potential purchasers’ interests with regard to target companies’ assets or business. Prior to conducting a private M&A transaction in the Republic of Singapore, sellers rarely provide potential purchasers with DD reports. 

Publicly Accessible Information

Registering companies in the Republic of Singapore requires filing an application with the ACRA. Potential purchasers can get free access to the following Information on Singapore-incorporated companies:

• share capital (including any operations with it);
• information about BoD & stakeholders;
• annual reports;
• AoA;
• BoD;
• name;
• assets;
• stakeholders.

More information on IP, includings TMs & designs, can be found on the website of the IP Office. It’s worth pointing out that it’s the purchaser’s job to search for such information prior to signing an M&A deal in Singapore.