Get exit-ready, protect value, and negotiate the key terms that matter: price mechanics, warranties/indemnities, earn-outs, escrow and restrictive covenants.
Reach out to us at WhatsApp at +65 8079 0028 if you would like to book a confidential consultation.
Who This Page Is For
SME owners and founders planning a full or partial exit to competitors, strategic investors or private capital. We serve business owners who want clean execution and a seamless transaction.
What You Get From A Consultation With Sell-Side Advisors
- Exit-Ready Legal Advisory: We guide you on key considerations to get exit-ready. We guide you on key considerations such as: contract gaps, change-of-control clauses, IP ownership, employment/key-man, data & privacy posture, disputes.
- Deal Structure & Strategy: Share sale vs asset sale; price adjustment and consideration mix; earn-out/retention options.
- Data-Room Preparation: Checklists, document clean-up, disclosure planning to reduce retrade risk.
- Drafting & Negotiation: LOI/term sheet, SPA/APA, disclosure letter, warranties & indemnities, restrictive covenants, conditions to completion.
- Completion & Post-Completion: Funds flow, deliverables, filings/notices, handover obligations, restraint enforcement options.
Your Typical Sale Timeline
- Preparation: Audit, clean-up, advisor alignment, buyer list (if you’re running a process).
- Indicative Stage: LOI/term sheet, exclusivity, data room open.
- Diligence & Negotiation: Buyer Q&A, issues lists, SPA/APA negotiation, disclosure.
- Signing & Completion: Conditions satisfied, funds flow executed, announcements and filings.
Legal counsel coordinates closely with your financial/tax advisors and the buyer’s counsel to keep the timetable realistic and enforceable.
The Terms That Protect You
- Price Mechanics: Locked-box vs completion accounts; working capital and debt-like items; deferred consideration.
- Warranties & Indemnities: Scope, knowledge qualifiers, survival periods, caps/baskets, fundamental warranties.
- Risk Mitigants: Escrow, retentions, earn-outs with clear KPIs and dispute resolution mechanics.
- Restraints & Non-Solicit: Protect transition and buyer goodwill while keeping restraints reasonable and enforceable.
- Disclosure Strategy: Properly prepared disclosure to reduce warranty exposure.
Fixed-Fee Phases (Illustrative)
- Phase 1 — Exit-Ready Audit: Fixed fee.
- Phase 2 — Deal Blueprint & Data Room: Fixed/capped.
- Phase 3 — Drafting & Negotiation: Capped or blended.
- Phase 4 — Completion: Fixed fee for agreed deliverables.
(We’ll tailor scope and pricing to deal size and complexity.)
Why Choose Us for Your Exit
- Advice from experienced and business-oriented lawyers who routinely act across sell-side and buy-side — we know where value leaks.
- Singapore expertise with cross-border coordination when foreign buyers or holding structures are involved.
- Clarity and pace — practical drafting, fast issues resolution, and proactive disclosure planning.
Next Steps for Business Owners
Start with the Exit-Ready Legal Audit.
FAQs
Is share sale or asset sale better for me?
It depends on liabilities, licences, and commercial goals. We’ll model both and explain legal, tax and timing implications before you make a decision.
Will I need vendor due diligence (VDD)?
If you want to reduce price chips (i.e. attempts by a buyer to reduce the purchase price or worsen terms after giving a headline offer) and speed up closing, yes. We can scale VDD to your budget.
Can you align with my corporate finance advisor?
Yes. We frequently work alongside investment bankers and M&A advisors. We can also recommend you some of the M&A advisors we typically work with.
Reach out to us at WhatsApp at +65 8079 0028 if you would like to book a confidential consultation.
Disclaimer: Our articles are intended for your general information only. They are not intended to be nor should they be regarded as or relied upon as legal advice. These articles neither constitute nor substitute independent legal advice, and you should still seek independent legal advice for your legal matters. You should consult qualified legal professionals before taking any action or omitting to take action in relation to the matters discussed in our articles.
