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Lawyers & Deal Breakers

LAWYERS & DEAL BREAKERS

Lawyers have often been branded as “spoilers” and the “deal breakers”; they cause business deals to be aborted by letting legal issues cloud business goals and commercial imperatives.

Being your lawyer, our responsibility is to protect your legal position.

When business imperatives prevent us from fully protecting your interests, we bring awareness of the risks to the forefront so that your business decisions are always INFORMED decisions; made with full knowledge of the risks involved.

Our approach: Better to go in with your Eyes Wide Open than to Plunge in Blindly, Hoping for the Best.

While we cannot insure you against business risks, we always have your best interest at heart.

Here is a cautionary tale – believe us when we tell you that it happens more often than we like, to the best and worst of our clients.

Our client was very excited about the prospect of new business through a joint venture with another company. The joint venture company was owned and operated by friends they knew well. Negotiations were conducted cordially over lunch and dinner. 

Being a lawyer (as always) looking out for our client, we proposed to draw up a simple “joint venture contract”, setting out the agreement reached by our client and their friends on the scope of each party’s contributions, responsibilities and share of profits.

When presented with the contract, their friends were livid; they called our client to say that the contract was inaccurate and that the lawyer was misinformed, misleading and missing the point.

Further, they claimed to have been insulted that our client even consulted a lawyer for what was, essentially, a venture between good friends based on mutual trust and friendship. They were, in short, not prepared to sign any contract.

Our client wanted the new business enough to forgo “the legalities” – which was how his new joint venture partners had belittled our efforts.

Barely six months into the new business, the client was back in our office. Not because he wanted to sue his joint venture partners for not making good on their verbal promises (this came later), but because he was now facing court action by third parties seeking compensation for failure to deliver on services which were the responsibility of his joint venture partners.

Contrary to popular perception, a lawyer is more valuable to you BEFORE a lawsuit arises. Speak to us over video consultation via Lawyer Anywhere.

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When Partnerships Go Wrong

WHEN PARTNERSHIPS GO WRONG

Good relations can sour with disastrous results when you choose business partners unwisely.

 

We persuaded one of our valued clients to share the lessons he learnt from a bitter experience—

 

“I was not thrilled when my father asked me to work for him. However, I understood that he was getting on in years and needed me to take on some of the responsibilities in running the business. This was the driving force behind my decision to leave my previous job and join the company.

 

I asked for shares as I felt his business partner never honestly shared my father’s business philosophy or values. Unfortunately, my father died of a heart attack only 2 years after I joined him in the business. Even though I was now the majority shareholder, things went awry very quickly after my father’s death.

 

On the day of my father’s funeral, his partner had a secret meeting with our competitor to try to sell the company from under me. When I found out about the meeting, I refused to cooperate in the sale discussions. Instead, the partner tried to force the sale through legal action using every trick in the book, from mismanagement and abuse of power to shareholder oppression.

 

On the day of my father’s funeral, his partner met with our competitor in secret to try to sell the company out from under me. When I learned about the meeting, I refused to participate in the sale negotiations. Instead, the partner tried to force the sale through legal action using every trick in the book, from mismanagement and abuse of power to shareholder oppression.

 

Because of this, I was forced to spend time and money becoming entangled in a litigation that lasted well over three years when I should have been concentrating on growing the firm instead.

In retrospect, there are a few things I could have done, or should have known, to save me grief –

  1. You can never be sufficiently prepared to deal with a shareholder who maliciously asserts their shareholder rights in order to cause problems. Knowing your existing shareholders’ rights will enable you to stand firm in the face of allegations of wrongdoing.
  2.  You can give key employees ownership interests in the company to enable them to participate in the growth of the company without giving them potentially abusive rights to complete legal ownership of the company.
  3.  Avoid engaging in counter-offensive action as much as possible. Your restraint will earn you the respect of key employees and other corporate directors (if any); their support and assistance will be invaluable during these trying times.
  4.  Be prepared. More than any other time, you need sound and trusted legal counsel on your side.”

Contrary to popular perception, a lawyer is more valuable to you BEFORE a lawsuit arises. Speak to us over video consultation via Lawyer Anywhere.

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Too Good To Be True

TOO GOOD TO BE TRUE

Over an informal lunch, a client informed us that he had been granted an exciting, not-to-be-missed, one-time-only opportunity to buy over a rival company. Our client considered this an excellent offer as it would enable him to acquire the rival’s clientele and expand his business. He had already negotiated the price and was on the verge of inking the deal.

 

Being lawyers, we offered to “check out” the target company; and advised that a routine risk management measure would entail conducting a due diligence checks on the company’s liabilities and contracts.

 

Our client assured us that there was absolutely no need to waste money on due diligence checks as the target company had already made frank disclosure of debts amounting to $800k, which both parties had mutually agreed to take into account in the purchase price. In divulging such information, he felt that the owner had proven himself a man of integrity – or else why disclose the enormity of its liabilities?

 

We suggested to my client that the due diligence exercise would be part of our services when representing him in the purchase; in any case, it would not delay the sale or cost much money. The client reluctantly agreed (and only because he wanted to prove that I was being paranoid!)

 

Our due diligence showed that the target company owed creditors total debts of over $2.3 million! Additionally, foreign workers employed by a “sister” company were being deployed in their workshops and being paid an hourly wage, putting the company in breach of strict MOM regulations concerning the employment of foreign workers. So our “man of integrity” turned out to be a “man of straw” after all.

 

Our client was very grateful (and humbled) that we had saved him from a “rotten” deal.

Need help in checking out your “not-to-be-missed” deal? Speak to us over video consultation via Lawyer Anywhere.

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From Brink of Bankruptcy

FROM THE BRINK OF BANKRUPTCY … AN UNEXPECTED TURN AROUND

THE BACKGROUND

The client runs a small family business importing and exporting goods from the neighbouring ASEAN countries and has been doing it for 35 years. Being old school, he runs his business based on relationships and personal ties. He has used the same bank for all his financial needs over the last 45 years. Conservative in his borrowing, he has one commercial loan secured by a mortgage over his shop house; and a renovation loan (surprisingly, this was in the form of an overdraft facility) secured by his home.

 

THE PROBLEM

During the economic slowdown, his business took a hit, and cash flow became a problem. The client started to miss loan repayment instalments which amounted to $15,000 per month, paying them intermittently whenever he could. Each month he struggled to raise the funds required to pay the loan instalments which were overdue. Snowballing default interest became an insurmountable burden, overshadowing even his anxiety over his failing business.

 

WHY HE CAME TO SEE US

By the time he came to see us, he had received a letter of demand from his bank. They had threatened to foreclose on both loans. In addition, the bank’s employee who had served as his relationship manager over the last twenty years had recently left the bank. The new relationship manager taking over his account was not sympathetic – “new brooms sweeps client,” as the saying goes – the new manager’s prevailing concern was to reduce the bank’s exposure in a recession.

Having been backed into a corner and feeling overwhelmed, the client came to see us, not expecting any more in terms of legal services than to help him “buy” some time with the bank. Yet, at the same time, he was desperately looking for ways to raise the funds to stave off the repossession of his family home.

 

WHAT WE ACHIEVED

A quick investigation of our client’s borrowing history and current property valuations showed that –

  1. his residential property is valued at $2.3 million, and his shop house at $1.1 million (current valuations).
  2. that the client’s total debt to the bank is $900k, a mere fraction of the total worth of the mortgaged properties – our client was over-securitized!

We called our bankers, and within a few days, they offered to refinance his loan by giving him a NEW term loan secured by his residential property only.

As residential term loans bear much lower interest rates than an overdraft loan, the client’s liability to his new bankers was now reduced to a manageable $2,500 per month.

Our client was so relieved and heartened by his change of status that he could now focus his attention on his business. To help him ride out the recession, he was able to sub-let his shophouse for $7,000 per month.

As a result, from the brink of a bankruptcy action, our client now enjoys a fixed monthly income of $4,500!

Refinancing will help you reduce your monthly repayments and improve your quality of life. Speak to us over video consultation via Lawyer Anywhere for advice on refinancing your housing loan today!

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Myth of the Perfect 2-Page Agreement

MYTH OF THE PERFECT 2-PAGE AGREEMENT

In this technological age, you can find absolutely anything online, including free legal agreements.

Having been in the corporate practice for more than 20 years and having drafted and reviewed countless contracts, we know that many of Singapore’s Small & Medium Enterprises have turned to the internet for self-help measures to deal with the nitty-gritty day-to-day aspects of starting, running, and protecting their business as a cost-saving measure,

Like many business owners, you have probably used or are using an agreement downloaded from the internet.

Or perhaps you were a little more diligent and had searched for a few similar legal agreements and combined them all into one agreement.

Many business owners come to us, flaunting their “simple 2-page but near-perfect” agreements and requesting minor “touch-ups”.

We often had to break the bad news to these clients that their agreements required a significant overhaul as they did not provide for many common situations.

One of our clients, a training consultant, recently came to us with his “perfect” 2-page agreement. He said he had been using his consultant agreement for the last 6 years without problems. But recently, he learned that the company he had worked with took his materials and circulated them to all its staff members.

A quick review of his consultant agreement showed that it lacked terms relating to the use of his materials, particularly the right to compensation for the unlawful use of his materials.

Our client told us that, being a “one-man show,” he didn’t want to “scare off” his clients with a 20-page legal agreement.

Having learnt a valuable lesson, our client’s consultant agreement is now 8 pages long.

Companies in different industries have different specific needs. Very often, the various issues faced by businesses require a variety of specific legal wordings. If you feel that these issues are important to you, make sure your agreements are reviewed by a lawyer. Speak to us over video consultation via Lawyer Anywhere.

Susan Tan

Senior Legal Executive

Qualifications:

With more than 10 years of experience in the financial industry, Susan Tan, who joined us from one of the leading corporate and investment banks in Singapore, provides invaluable expertise and knowledge in corporate secretarial.

She is conversant and familiar with the local regulations and requirements for business entities in Singapore.

As a member of our team, Susan is responsible for maintaining and updating the Company’s statutory registers and records, filing all necessary documents and forms with the Accounting & Corporate Regulatory Authority (ACRA), Ad-hoc assignments such as allotment and transfer of shares, amendment of Company’s Constitution and submission of Annual Return to ACRA.

Apart from corporate secretarial work, Susan has considerable experience and expertise in compliance advisory matters, making her a valuable member of our firm.