Private equity (transactions)—Thailand—Q&A guide

The following Financial Services practice note provides comprehensive and up to date legal information covering:

  • Private equity (transactions)—Thailand—Q&A guide
  • 1. What different types of private equity transactions occur in your jurisdiction? What structures are commonly used in private equity investments and acquisitions?
  • 2. What are the implications of corporate governance rules for private equity transactions? Are there any advantages to going private in leveraged buyout or similar transactions? What are the effects of corporate governance rules on companies that, following a private equity transaction, remain or later become public companies?
  • 3. What are some of the issues facing boards of directors of public companies considering entering into a going-private or other private equity transaction? What procedural safeguards, if any, may boards of directors of public companies use when considering such a transaction? What is the role of a special committee in such a transaction where senior management, members of the board or significant shareholders are participating or have an interest in the transaction?
  • 4. Are there heightened disclosure issues in connection with going-private transactions or other private equity transactions?
  • 5. What are the timing considerations for negotiating and completing a going-private or other private equity transaction?
  • 6. What rights do shareholders of a target have to dissent or object to a going-private transaction? How do acquirers address the risks associated with shareholder dissent?
  • 7. What notable purchase agreement provisions are specific to private equity transactions?
  • 8. How can management of the target company participate in a going-private transaction? What are the principal executive compensation issues? Are there timing considerations for when a private equity acquirer should discuss management participation following the completion of a going-private transaction?
  • 9. What are some of the basic tax issues involved in private equity transactions? Give details regarding the tax status of a target, deductibility of interest based on the form of financing and tax issues related to executive compensation. Can share acquisitions be classified as asset acquisitions for tax purposes?
  • More...

Private equity (transactions)—Thailand—Q&A guide

This Practice Note contains a jurisdiction-specific Q&A guide to private equity (transactions) in Thailand published as part of the Lexology Getting the Deal Through series by Law Business Research (published: December 2020).

Authors: Nishimura & Asahi—Apinya Sarntikasem; Jirapong Sriwat

1. What different types of private equity transactions occur in your jurisdiction? What structures are commonly used in private equity investments and acquisitions?

We have seen various types of private equity transactions in the Thai market, ranging from venture capital, distressed funding, seed capital, growth capital, mezzanine financing to leveraged buyouts. However, unlike in other jurisdictions, going-private transactions are not common in Thai market practice, owing to the stringent requirements for delisting a listed company from the Stock Exchange of Thailand (SET) and the fact that Thai corporate law does not provide for the squeeze-out rule. In addition, even after delisting, the delisted company will retain its legal status as a non-listed public limited company, which cannot be converted into a private limited company. Thereby, the delisted company would still be subject to the obligations under Chapter 3/1 of the Securities and Exchange Act of Thailand (eg, corporate governance requirements), unless after the delisting tender offer, the percentage of shares held by the remaining shareholders (other than the tender offeror, its concert parties and related parties of the foregoing) does not exceed 5 per cent

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