M&A Advisory

We advise buyers and sellers on acquisitions, share and asset deals, joint ventures and restructurings in Thailand and across the region. Our focus is on mid-sized and smaller transactions, where the value of our one stop service lies in getting to the relevant issues quickly rather than in producing volume.

Most firms split due diligence between a law firm and a tax advisor. That means two engagement letters, two teams, two sets of questions to the target, and a client left to reconcile findings that were never written to fit together. We do both. Legal and tax specialists work in one team under one responsible partner, on one document request list, and report in one integrated document. Tax exposures are assessed against the legal structure that creates them, and the legal risk allocation in the SPA reflects what the tax review actually found.

Our M&A services include:

• Red-flag and full-scope legal due diligence: corporate, contracts, employment, real estate, licences, IP, litigation, and Foreign Business Act and other foreign ownership restrictions
• Tax due diligence: corporate income tax, withholding tax, VAT, specific business tax, stamp duty, transfer pricing and historic exposure
• Transaction structuring, including holding structures, treaty positions and repatriation of proceeds
• Drafting and negotiation of SPAs, shareholders’ agreements, escrow and security arrangements
• Merger control and regulatory clearances
• Signing, closing and post-completion integration