Corporate Finance

"Seven essential entrepreneurial traits and skills in setting up businesses" – an Asian perspective

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By KC Chia, KC Chia & Noor

Over 130 participants attended the Second Mutiara Community Forum conducted in Mandarin, which was held at the Menara Mutiara, Kuala Lumpur, Malaysia. The topic of the forum was "Seven essential entrepreneurial traits and skills in setting up businesses – small companies can also achieve considerable success". The speaker was Lin Gu Ye, a renowned Taiwanese consultant who graduated from Hosei University, Tokyo, Japan. His speech can be summarised as follows: Against the backdrop of the current global economic downturn as well as continuing deterioration of the European sovereign debt crisis and resultant market retraction, there has been a significant dip in export demand coupled with an escalating rate of unemployment. As a result many who have started to risk venturing into businesses opt for new business opportunities and pursue lifetime goals with a view to achieving prosperity in the future.

Anatomy of an M&A Transaction (I): The Importance of Pre-transaction Planning Before Selling Your Business

By Michael Mercurio Esq., Offit Kurman

The decision to sell your business is typically one of the most important inflection points in the lifecycle of your business. Chances are that when you arrive at this decision point, either because you have affirmatively decided to go to market to sell or you have been presented with a viable offer from a third party purchaser that:

  • You have never sold a business before.
  • You do not know where to start the process.

You are not alone as most sellers identify with the points above. But remember the golden rule that applies to all closely held businesses — you will leave your business one day, voluntarily or involuntarily. It is the only absolute truth in business.

Anatomy of an M&A Transaction (II): 3 Key Provisions in a Mergers and Acquisitions Letter of Intent

By Michael Mercurio Esq., Offit Kurman

Most mergers and acquisitions (“M&A”) transactions commence in earnest with a letter of intent (AKA a term sheet). As the name implies, a letter of intent (“LOI”) is a written document that outlines the intentions of the buyer and the seller during a transaction.  Simply put, the LOI is the roadmap to the transaction.  Among other matters, the LOI will include the purchase price for the subject business (and the associated payment terms) as well as the other key considerations and conditions to the transaction.  In the end, the LOI is a written expression of the buyer’s intentions to purchase your business and with its submission to the seller indicates the buyer’s intentions for the deal.  The LOI is a very important document.  It should be in writing and it should be carefully crafted.

Anatomy of an M&A Transaction (III): 8 Line Items to Expect in Any Due Diligence Checklist

By Michael Mercurio Esq., Offit Kurman
For buyers and sellers alike, due diligence is often what makes or breaks a mergers and acquisitions (“M&A”) transaction.  Now that you have agreed to the prospective buyer’s expectations, as outlined in a letter of intent (“LOI”) or term sheet, it is time for both parties to get serious about pursuing the deal.  For your buyer, this means a rigorous investigation of your business.  For you, this means accommodating your buyers’ requests, and preparing your records as thoroughly as possible (which hopefully are in good order, as you have ideally performed a self-audit of your business prior to going to market).

Anatomy of an M&A Transaction (IV): Top Considerations for M&A Negotiations

By Michael Mercurio Esq., Offit Kurman

If a mergers and acquisitions (M&A) transaction is analogized to a baseball game, negotiations are the seventh-inning stretch. For seller and buyer alike, this process is a potentially thorny and grueling one, as both sides are often pursuing opposite agendas: You want to sell your business at the highest price along with the best terms possible, while your buyer aims to bring purchase your business for the fewest dollars possible and achieve their ideal purchasing terms.

Anatomy of an M&A Transaction (V): Factors To Consider When Closing M&A Deals

By Michael Mercurio Esq., Offit Kurman

No matter how thoroughly you prepare to sell your business, closing a mergers and acquisitions (M&A) deal requires a great deal of patience and commitment from the seller’s vantage point. Chances are you will need to wait longer than you would otherwise prefer to receive your payout, as there are many I’s to dot and t’s to cross by the buyer. Keep focused and be mindful of seller fatigue (that uncanny sensation to just give in to the buyer’s demands in order to get the deal finished)

Anatomy of an M&A Transaction (VI): Post-closing Matters in M&A Transactions

By Michael Mercurio Esq., Offit Kurman

The day you sign away ownership of your business is a major milestone in the M&A process, but it is not the end of the deal. Both parties—buyer and seller alike—still face obligations to each other, as well as to the business in question.

Anatomy of an M&A Transaction (VII): A Done Deal: Post-Transaction Planning

By Michael Mercurio Esq., Offit Kurman
What should a seller do after a completed M&A transaction? First, make sure the deal is in fact, done. Have you:

  • …verified the purchase price?
  • …fulfilled your restrictive covenant obligations?
  • …resolved any lingering disputes?
  • …tied up every loose end relating to your prior role in the organization?

Brazil: New Rules to Improve the Investment Environment

By Thiago Hohl, WFaria Advogados

Brazilian maestro Tom Jobim once said, “Brazil is not for beginners.” The last decade proves that the maestro was right. During this period, Brazil moved from 10th to 6th place among the world’s largest economies and then fell back to the 8th position. It faced a period with an annual growth rate of 8% and then lived with negative figures, while hosting a World Cup and the Olympic Games.

Cybercrime and GDPR within the M&A market

By Jeroen Kruithof, Virtual Vaults

Cybercrime is a rapidly growing threat that is impacting more and more companies. It is generally known that cybercrime can cause reputational damage due to the loss of intellectual property. On the other hand, cybercrime can cause personal data breaches, which could result in serious fines for the company.

Due Diligence in Business Acquisitions: Thriller, Drama or Happy Ending?

By Bart Steenmeijer, Marktlink Fusies & Overnames B.V.

Due diligence is a much-feared subject in business acquisitions. Many entrepreneurs believe that buyers are looking for a pretext to considerably lower the purchase price or wriggle out of the deal. Marktlink has investigated whether they are right. The result? Of 25 reviewed acquisitions in 2016, 24 were continued after signing the letter of intent. In 38% of these cases, the purchase price was slightly adjusted.

End of life decisions in Canada

By Holly LeValliant, Basman Smith LLP

An area of considerable public debate in Canada recently is the withdrawal of life support from terminally ill patients. This topic touches deep emotions and conflicting cultural and religious values for many. The legal justice system in Canada has been the primary battleground as our society attempts to wrestle with this issue.

Gujarat – growth engine of India

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By Vijesh Zinzuwadia, Zinzuwadia & Co. CA

Strategically located on the west coast of India, Gujarat is a gateway to rich, land-locked northern and central areas of the country. Business is a of life in those areas, with which they are spearheading the Indian effort become a global economic super power. India is a country with a unity in diversity where numerous traditions, cultures and lifestyles exist but business culture is the concept that unites of them in the sub-continent.

India’s civil aviation sector: can the ECB and FDI help it take off?

By Rajas Kasbekar, Little & Co.

India is currently the ninth-largest civil aviation market in the world and is expected to climb to number three by the year 2020, with only the USA and China ahead. Unfortunately, India’s aviation sector has faced turbulent times over the past few years. The sector suffered severe financial woes as a result of the sharp escalation in the price of aviation turbine fuel (ATF), devaluation of the rupee, global slowdown, high operational costs, intense competition, steep taxes and climbing interest rates.

Investing in wine: a sustainable choice

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By Prof. Robert Anthony, Anthony & Cie

Who can boast of having had an average annual growth of 15% for the last 25 years? Those who have decided to invest in wine.

M&A Aren’t the Only Letters Business Owners Need to Know When the Time Comes to Sell

By Christopher Helmrath and Greg Hogan, SC&H Capital

Business owners considering the sale of their privately held companies might want to bone up on their ABCs in advance of the potential economic downturn. While the M&A market is still active, business should get educated on all of their transition options in pursuit of the very best deal. They need to learn — and understand — four more letters: E-S-O-P.

M&A deals involving Brazilian distressed companies

By Vitor dos Santos Henriques & Thiago Jun Machado, Santos Neto Advogados

Certain sectors of the Brazilian economy are facing deep losses due to inefficient management or lack of alternative financing. In some cases, such as sugaralcohol and industrial equipment supply areas, the companies are demanding judicial recovery, a procedure set forth in Brazilian Bankruptcy Law that is similar to the Chapter 11 in the US.

Material adverse change in Dutch M&A transactions

By Rudolph A. I. Snethlage, TeekensKarstens advocaten notarissen

Over the past 15 years, there have been several serious events which had a negative economic impact on a global scale. A few examples include 9/11, the bankruptcy of Lehman Brothers and the subsequent credit crunch and recession, not to mention the more recent threat of a Grexit. Imagine being absorbed in closing an important deal and pending completion when, quite suddenly, Greece announces it is leaving the European Monetary Union. Fortunately, your client, who is the purchaser, stipulated that the sale and purchase agreement (SPA) should contain a “MAC-clause”.  Does the Grexit qualify as material adverse change (MAC), allowing your client to step back or modify the deal?

Saudi Arabia: Economy heading for robust growth

By Faisal Alsayrafi, fth Financial Transaction House

Saudi Arabia's economy is heading for a robust growth this year as it has embarked on various development projects to keep its economic momentum going. Despite unrest in the region, Saudi Arabia maintained its economic projects intact and continued ist economic policies uninterrupted.

Starting a Business in Finland

By Sabrina Kaleva, Rantalainen Oy

Finland might be one of the best countries in the world to set up a company – with its clean environment and stable economic and political conditions the country sets the perfect surrounding for developing your business.

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