Navigating Representations and Warranties in Share Purchase Agreements

By Leon Yee and Sally Kim

When buying or selling a company or part of its shares, the intricacies of representations and warranties within a Sale and Purchase Agreement (“SPA”) play a pivotal role. Representations and warranties serve as assurances provided by the seller to the buyer regarding the condition, status, and other relevant aspects of the target company. These provisions not only influence the negotiations but also significantly impact post-closing responsibilities and liabilities. Understanding the nuances of representations and warranties in SPA is crucial for both parties involved in the transaction. In this article, we explore the nuances of representations and warranties in an SPA, including drafting considerations, breach remedies, and indemnification provisions. Continue reading “Navigating Representations and Warranties in Share Purchase Agreements”

Duane Morris & Selvam Welcomes Intellectual Property Director Li Zheng in the Shanghai Office

Shanghai, 13 May 2024 ― Dr. Li Zheng has joined Duane Morris & Selvam LLP as a Director in the firm’s Intellectual Property Practice Group at its Shanghai office. Prior to joining the firm, he was with King & Wood Mallesons, one of China’s top tier law firms.

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Claimants Banding Together: Is There Always Strength in Numbers?

joined hands

By Leonard Loh

Key Takeaway: While there are obvious advantages for potential claimants to band together, there are issues which must be fully considered in order for all potential claimants to make a considered decision. Independent legal advice is recommended, prudent and necessary before committing to a group litigation.

Potential claimants are now, more often and more effectively, harnessing the power of messaging apps, internet forums and social media to seek out others who have suffered similar plights under the hands of the same defendant(s), to organise themselves and to launch actions. However, it is important to ask: is there always strength in numbers?
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Duane Morris & Selvam Advises on the Sale of INR 6,000 million (US$72 million) of Equity Shares in Gokaldas Exports Limited in a Qualified Institutions Placement

SINGAPORE, 30 April 2024 — Duane Morris & Selvam LLP acted as the special international counsel to IIFL Securities Limited in its role as the book running lead manager on the recent sale of INR 6,000 million (US$72 million) of equity shares in Gokaldas Exports Limited in a qualified institutions placement. Continue reading “Duane Morris & Selvam Advises on the Sale of INR 6,000 million (US$72 million) of Equity Shares in Gokaldas Exports Limited in a Qualified Institutions Placement”

Singapore Payment Services Act Amendments Aim to Expand Regulatory Scope and User Protections

SINGAPORE, 12 April 2024 — On 2 April 2024, MAS introduced amendments to the Payment Services Act 2019 of Singapore (PS Act) and its subsidiary legislation. Generally, these amendments seek to (1) expand the scope of payment services regulated by MAS which will take effect from 4 April 2024 and (2) impose user protection requirements on digital payment token (DPT) service providers which will take effect from 4 October 2024.

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Asia Pacific Business Awards 2023-2024

In a recent announcement, Asia Pacific Business revealed the winners of their Asia Pacific Business Awards 2023-2024. Gerard A. Hekker, Partner of Duane Morris & Selvam LLP and Dr Nguyen Thi Lang, Chairperson of Duane Morris Vietnam were both awarded Asia Pacific Legal Advisor of the Year. This recognition celebrates their exceptional contributions and commitment to the region’s business landscape. Continue reading “Asia Pacific Business Awards 2023-2024”

Duane Morris & Selvam Advises on the QIP of The Karnataka Bank Limited

SINGAPORE, 10 April 2024 – Duane Morris & Selvam LLP acted as special international legal counsel to Ambit Private Limited and Avendus Capital Private Limited in their role as the book running lead managers on the recent qualified institutions placement of ₹6,000 million (USD 72 million) of equity shares of The Karnataka Bank Limited.

The Karnataka Bank Limited, with over 100 years of existence, is one of the well-established private sector banks in India, offering wide range of banking products and services to approximately 12.93 million customers as of December 31, 2023, including corporate, retail, agriculture and MSME customers.

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Duane Morris & Selvam Advises on the QIP of Wockhardt Limited

SINGAPORE, 8 April 2024 – Duane Morris & Selvam LLP acted as special international legal counsel to DAM Capital Advisors Limited in its role as the book running lead manager on the recent qualified institutions placement of ₹4,800.40 million (USD 58 million) of equity shares of Wockhardt Limited.
Wockhardt Limited is engaged in the research and development, manufacture and distribution of pure and branded generics, vaccines, biosimilars, active pharmaceutical ingredients as well as new chemical entity antibiotics targeting antimicrobial resistance.

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Duane Morris & Selvam Appoints Clement Tan Head of White Collar and Investigations Practice

SINGAPORE, 4 March 2024 – Duane Morris & Selvam LLP is pleased to announce the appointment of director Clement Tan as the Head of its White Collar and Investigations practice.

Clement is a dispute resolution lawyer and he brings a wealth of experience to the role, having served as a distinguished District Judge in the State Courts of Singapore where he presided over an extensive range of civil and criminal cases. He has experience navigating high-stakes litigation, corporate commercial disputes, and has represented clients at all levels of the Singapore judicial system and arbitrations. His experience encompasses matters including white collar crime, employment disputes, minority oppression cases, contractual disputes, defamation claims and construction cases.

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Duane Morris & Selvam Advises on Offer and Sale of approximately INR 5,700 million (US$69 million) of Equity Shares in Jana Small Finance Bank Limited


SINGAPORE, 27 February 2024 — Duane Morris & Selvam LLP acted as international legal counsel to Axis Capital Ltd., ICICI Securities Limited, and SBI Capital Markets, the book running lead managers, on the offer and sale of approximately INR 5,700 million (US$ 69 million) of equity shares in Jana Small Finance Bank Limited in an initial public offering in India and concurrent private placements outside India.

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The opinions expressed on this blog are those of the author and are not to be construed as legal advice.

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