TLA INVESTMENT AND M&A PRACTICE
TLA’s investment and M&A practice is a growing area and has a strong focus on seed, angel and early stage investments. TLA currently works with several incubation centres, accelerators and seed funds in relation to their legal requirements, including structuring their seed investments and related transaction documentation. TLA also acts for several start-ups in relation to their investment needs and business legal requirements including venture capital financing, debt financing, employment structuring, and intellectual property.
- Preparatory audits of investee companies, to prime for investments. Focus on key business/investment drivers such as founder legal legacies from previous employments, incorporation process and shareholding structure, IP ownership stream and capture, key compliance areas, etc.
- Drafting of terms sheets, aligned with investor objective and investee comfort. TLA’s experience in supporting investee companies enables a better understanding of investee concerns.
- Extensive and limited due diligences aligned with investor objectives, funding size and stage. Identification of legal red flags that have an impact on valuation, earning potential of investee company and future investor exit.
- Drafting of share purchase, share subscription and shareholder agreements, with investor/investee rights aligned with investor objectives, findings of due diligence and related conditions precedent (CP)/subsequent, extent of investor control, with focus on anti-dilution and exit points. Also drafting of related keyman employment agreements.
- Monitoring of CP (conditions precedent) fulfilment, drawing up of related closing documentation (including board resolutions, shareholder resolutions (if necessary)) and assistance in closing formalities including related company law filings and foreign investments compliances, if applicable.
- Monitoring and reporting fulfilment of conditions subsequent.
- Assistance in addressing breaches of investment terms.