There is an opportunity for one trainee, having completed the Solicitors Qualifying Examination (SQE), to join the Corporate Transactions team.
Some examples of typical trainee work are set out below:
- Legal research - Company searches are regularly requested, but more detailed or complicated research may also be required. The corporate team in Singapore and/or the PSL team in the UK can guide you if you cannot answer the question yourself or need some direction.
- Due Diligence – Diligencing corporate and other documentation (e.g. share purchase agreements, shareholders’ agreements, constitutive documents, corporate resolutions), drafting relevant sections of a due diligence report, liaising with other departments and external legal advisers, and coordinating the production of the report generally. Setting up and maintaining data rooms, including liaising with the client, corporate finance advisers and counterparties.
- Q&A – Raising queries with (or answering queries from) the counterparty in an M&A transaction in conjunction with input from the client where necessary.
- Drafting and negotiating documents - Drafting ancillary documents such as director resolutions, shareholder resolutions, completion certificates, share transfer forms, resignation letters, powers of attorney and non-disclosure agreements. The Singapore Corporate Precedents Index is a good place to start as it includes links to relevant documents. As well as drafting documents, you may review and comment on documents that have already been drafted by the counterparty’s lawyers or from other CMS offices.
Work Streams & Sectors
The Corporate Transactions team is involved in a large variety of work, including advising clients on the following:
1. Mergers & Acquisitions (M&A) – Private mergers and acquisitions, disposals, joint ventures, restructurings and strategic alliances.
2. Fundraisings and Venture Capital – Advising individual and/or institutional investors, and investee companies on and negotiating the terms of early stage seed investment rounds through to late stage (pre-IPO/exit) investment rounds.
3. Venture Capital (VC) – A range of transactions in which an investor (usually a fund) will invest money in a privately owned business with the aim of growing the business and making a return on their investment when they exit (typically 3-5 years). The team regularly advises the investee company on such transactions, so the level of exposure at a commercial level can also be significant.
4. Warranty and Indemnity (W&I) – From time to time, advising on and negotiating W&I policies in the context of M&A (buy or sell-side) transactions.
5. Corporate Governance and Advisory – Appropriate corporate governance matters, directors’ duties (executive and non-executive), appointment and removal of directors, legal aspects of indemnity and insurance protection of directors.
6. Miscellaneous – Group reorganisations, supporting company incorporations, constitutional documents (e.g. constitutions), shareholders’ agreements, employee share option schemes, warrant instruments, and token issuances.
Corporate work stretches across many different sectors such as Consumer Products, Energy and Resources, Financial Services & Digital Assets, Insurance, Life Sciences & Healthcare, FoodTech & AgriTech, Infrastructure, Industrial, Real Estate and TMT.
