Private M&A—Myanmar—Q&A guide
Private M&A—Myanmar—Q&A guide

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

  • Private M&A—Myanmar—Q&A guide
  • 1. How are acquisitions and disposals of privately owned companies, businesses or assets structured in your jurisdiction? What might a typical transaction process involve and how long does it usually take?
  • 2. Which laws regulate private acquisitions and disposals in your jurisdiction? Must the acquisition of shares in a company, a business or assets be governed by local law?
  • 3. What legal title to shares in a company, a business or assets does a buyer acquire? Is this legal title prescribed by law or can the level of assurance be negotiated by a buyer? Does legal title to shares in a company, a business or assets transfer automatically by operation of law? Is there a difference between legal and beneficial title?
  • 4. Specifically in relation to the acquisition or disposal of shares in a company, where there are multiple sellers, must everyone agree to sell for the buyer to acquire all shares? If not, how can minority sellers that refuse to sell be squeezed out or dragged along by a buyer?
  • 5. Specifically in relation to the acquisition or disposal of a business, are there any assets or liabilities that cannot be excluded from the transaction by agreement between the parties? Are there any consents commonly required to be obtained or notifications to be made in order to effect the transfer of assets or liabilities in a business transfer?
  • 6. Are there any legal, regulatory or governmental restrictions on the transfer of shares in a company, a business or assets in your jurisdiction? Do transactions in particular industries require consent from specific regulators or a governmental body? Are transactions commonly subject to any public or national interest considerations?
  • 7. Are any other third-party consents commonly required?
  • 8. Must regulatory filings be made or registration (or other official) fees paid to acquire shares in a company, a business or assets in your jurisdiction?
  • 9. In addition to external lawyers, which advisers might a buyer or a seller customarily appoint to assist with a transaction? Are there any typical terms of appointment of such advisers?
  • More...

Private M&A—Myanmar—Q&A guide

This Practice Note contains a jurisdiction-specific Q&A guide to Private M&A in Myanmar published as part of the Lexology Getting the Deal Through series by Law Business Research (published: July 2020).

Authors: Myanmar Legal MHM Limited—Takeshi Mukawa; Win Naing; Julian Barendse; Nirmalan Amirthanesan

1. How are acquisitions and disposals of privately owned companies, businesses or assets structured in your jurisdiction? What might a typical transaction process involve and how long does it usually take?

Private acquisitions in Myanmar are typically undertaken by way of:

  1. acquisition of shares in the target; or

  2. acquisition by way of transfer of business or assets.

As with other jurisdictions, the process would typically include the following steps:

  1. preliminary documentation such as a term sheet or memorandum of understanding;

  2. a due diligence process (including legal, financial and tax due diligence);

  3. negotiation and execution of transaction documents (such as a share purchase agreement, asset or business acquisition agreement);

  4. closing of the transaction through satisfaction of conditions precedent (such as obtaining required regulatory approvals); and

  5. regulatory filings.

The time to complete acquisitions and disposals will vary depending on the necessary governmental approvals and the sector of the target company or business. In some sectors, the need to obtain governmental approvals and liaise with applicable authorities has the potential to cause significant delay to complete a transaction.

Structure of transaction

Share acquisition

A significant corporate reform was undertaken through

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