SIAMBRIDGE INTERNATIONAL

Practical Notes

Practical questions about investing, building and operating in Thailand.

8 results for your search

01
Corporate & M&A

Does the end of a right-of-first-refusal period mean a shareholder is free to sell?

Not necessarily. A right of first refusal is a transfer restriction that gives an existing shareholder the opportunity to take a proposed sale before the shares are sold to an…

02
Private Capital, Finance & Shareholder Arrangements

How should acquisition funding, security release and asset transfer be sequenced at closing?

A financed acquisition should be planned as one connected closing sequence. If the asset is already mortgaged, the buyer may need the new lender’s money to repay the old lender;…

03
Corporate & M&A

How do you sell a business when key assets and contracts sit across different group companies?

Do not assume that a sale agreement signed by one group company can transfer the whole business. Before signing or closing, map who owns each material asset, who is party to each…

04
Corporate & M&A

Can a business acquisition close before all operating licences transfer?

Sometimes the ownership transaction can close before every operational licence is reissued or transferred—but that does not mean the buyer can lawfully operate every regulated…

05
Corporate & M&A

How should a Letter of Intent be drafted if the parties do not want the acquisition itself to be binding?

State the position expressly. A Letter of Intent is a preliminary deal document used to record the main commercial understanding before the final acquisition agreement is signed.…

06
Commercial Contracts & Procurement

What should a hotel owner check before terminating a franchise or brand agreement when the hotel is sold or rebranded?

Do not assume that paying an “early termination fee” ends the hotel’s relationship with the brand. A hotel franchise or brand agreement can create several separate exit…

07
Corporate & M&A

Can a buyer keep the existing hotel brand on the seller’s terms after acquiring the hotel?

Not necessarily. A hotel sale does not automatically transfer the seller’s franchise or brand bargain to the buyer. The existing agreement may require brand approval of the…

08
Private Capital, Finance & Shareholder Arrangements

How should an asset sale price be allocated when tax relief applies only to part of the transaction?

Do not assume that the headline purchase price is the tax-relief base. A business sale can include land, buildings, equipment, inventory and other rights under one price. If the…

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