Covenants | Philippines | Global Private M&A Guide - Limited External Content

Is a noncompete common?

Frequency/market practice: Fairly common; this depends on the industry.

Is it common to use waterfall or blue pencil methods to interpret contractual provisions?

Frequency/market practice: Waterfall provisions are rarely used.

Are nonsolicitation provisions (of employees) common?

Frequency/market practice: Fairly common (in conjunction with a noncompete).

Are nonsolicitation provisions (of customers) common?

Frequency/market practice: Fairly common (in conjunction with a noncompete).

Are seller restrictions usually imposed on the target business between signing the purchase agreement and closing?

Frequency/market practice: Very common.

Is there broad access to books, records and management between signing and closing?

Frequency/market practice: Fairly common; we generally get this for private deals.

Is it common to update warranty disclosure or notify of possible breach?

Frequency/market practice: It is rare to update warranty disclosure. Notification of possible breach is more common. In the case of a material breach, a right to terminate is fairly common.

Global Private M&A Guide - Limited External Content

Philippines

Select a topic