Private mergers and acquisitions: Country Q&A tool

Search the Country Q&A in the Private Mergers and Acquisitions Global Guide by question and jurisdiction.

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Step 3: Scroll down to view answers and check law stated dates for each jurisdiction.

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Corporate entities and acquisition methods

1. What are the main corporate entities commonly involved in private acquisitions?
 
2. Are there any restrictions under corporate law on the transfer of shares in a private company? Are there any restrictions on acquisitions by foreign buyers?
 
3. What are the most common ways to acquire a private company? What are the main advantages and disadvantages of a share purchase (as opposed to an asset purchase)?
 
4. Are sales of companies by auction common? Briefly outline the procedure and regulations that apply.
 

Preliminary agreements

5. What preliminary agreements are commonly made between the buyer and the seller before contract?
 

Asset sales

6. Are any assets or liabilities automatically transferred in an asset sale that cannot be excluded from the purchase?
 
7. Do creditors have to be notified or their consent obtained to the transfer in an asset sale?
 

Share sales

8. What common conditions precedent are typically included in a share sale agreement?
 

Seller's title and liability

9. Are there any terms implied by law as to the seller's title to the shares in a share sale? Is any specific wording necessary and do buyers normally impose a higher standard than is implied by law?
 
10. Can a seller and its advisers be liable for pre-contractual misrepresentation, misleading statements or similar matters?
 

Main documents

11. What are the main documents in an acquisition and who generally prepares the first draft?
 

Acquisition agreements

12. What are the main substantive clauses in an acquisition agreement?
 
13. Can a share purchase agreement provide for a foreign governing law? If so, are there any provisions of national law that would still automatically apply?
 

Warranties and indemnities

14. Are seller warranties/indemnities typically included in acquisition agreements and what main areas do they cover?
 
15. What are the main limitations on warranties?
 
16. What are the remedies for breach of a warranty? What are the time limits for bringing claims under warranties?
 

Consideration and acquisition financing

17. What forms of consideration are commonly offered in a share sale?
 
18. If a buyer listed in your jurisdiction raises cash to fund an acquisition by an issue of shares, how is the issue typically structured? What consents and regulatory approvals are likely to be required?
 
19. Can a company give financial assistance to a potential buyer of shares in that company?
 

Signing and closing

20. What documents are commonly produced and executed at signing and closing meetings in a private company share sale?
 
21. Do different types of document have different legal formalities? What are the formalities for the execution of documents by companies incorporated in your jurisdiction?
 
22. What are the formalities for the execution of documents by foreign companies?
 
23. Are digital signatures binding and enforceable as evidence of execution?
 
24. What formalities are required to transfer title to shares in a private limited company?
 

Tax

25. What transfer taxes are payable on a share sale and an asset sale? What are the applicable rates?
 
26. What are the main transfer tax exemptions and reliefs in a share sale and an asset sale? Are there any common ways used to mitigate tax liability?
 
27. What corporate taxes are payable on a share sale and an asset sale? What are the applicable rates?
 
28. What are the main corporate tax exemptions and reliefs in a share sale and an asset sale? Are there any common ways used to mitigate tax liability?
 
29. Are other taxes potentially payable on a share sale and an asset sale?
 
30. Are companies in the same group able to surrender losses to each other for tax purposes? For example, can interest expenses incurred by a bid vehicle incorporated in your country be set off against profits of the target before tax?
 

Employees

31. Are there obligations to inform or consult employees or their representatives or obtain employee consent to a share sale or asset sale?
 
32. What protection do employees have against dismissal in the context of a share or asset sale? Are employees automatically transferred to the buyer in a business sale?
 

Pensions

33. Do employees commonly participate in private pension schemes established by their employer? If an employee is transferred as part of a business acquisition, is the transferee obliged to honour existing pension rights or provide equivalent rights?
 

Competition/anti-trust issues

34. Outline the regulatory competition law framework that can apply to private acquisitions.
 

Environment

35. Who is liable for clean-up of contaminated land? In what circumstances can a buyer inherit and a seller retain liability in an asset sale and a share sale?
 
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