Phua Jin Key
Partner
You are buying the liabilities as well as the assets. Disciplined legal due diligence is what turns a risky acquisition into a confident one.
An acquisition transfers not just a target's assets and revenue, but its history — its contracts, disputes, debts and compliance record. Legal due diligence is the structured investigation that reveals what you are really buying, and shapes the price, warranties and structure of the deal.
Corporate and ownership
Confirm the target is validly incorporated, that the seller owns the shares free of encumbrances, and that the share capital and group structure are as represented.
Material contracts
- Change-of-control clauses that let counterparties terminate on a sale.
- Onerous or below-market commitments and exclusivity arrangements.
- Key customer and supplier dependencies.
Assets, IP and property
Verify title to real estate, plant and — critically — intellectual property. Many deals are driven by IP that, on inspection, is unregistered, jointly owned, or licensed rather than owned.
Litigation, employment and compliance
Identify pending or threatened disputes, employment liabilities, and regulatory or licensing issues. These often translate directly into indemnities and price adjustments.
From findings to deal terms
Diligence findings flow into the sale and purchase agreement as warranties, indemnities, conditions precedent and, where risk is material, a price reduction or a portion of the price held in escrow.
Price is what you negotiate. Due diligence is what tells you whether that price is a bargain or a trap.
Our corporate team runs focused, risk-based diligence and translates it into protections that survive completion.
This article is general information, not legal advice. For guidance on your specific situation, please speak to our team.
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