{"id":137610,"date":"2026-04-08T11:29:09","date_gmt":"2026-04-08T11:29:09","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=137610"},"modified":"2026-04-08T11:29:09","modified_gmt":"2026-04-08T11:29:09","slug":"thailand-mergers-and-aquisitions","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/thailand-mergers-and-aquisitions\/","title":{"rendered":"Thailand: Mergers and Aquisitions"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-137610","comparative_guide","type-comparative_guide","status-publish","hentry","guides-mergers-acquisitions","jurisdictions-thailand"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Weerawong, Chinnavat &#038; Partners Ltd.<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2019\/08\/Weerawong-Chinnavat-Partners-200px.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Weerawong, Chinnavat &#038; Partners Ltd.<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2019\/08\/Weerawong-Chinnavat-Partners-200px.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Mergers and Aquisitions laws and regulations applicable in Thailand<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key rules\/laws relevant to M&A and who are the key regulatory authorities?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The primary Thai laws relevant to M&amp;A activities are as follows:<\/p>\n<ul>\n<li>The Civil and Commercial Code of Thailand, as amended (the \u201c<strong>CCC<\/strong>\u201d), governs the principles of corporate law and applies to M&amp;A deals, particularly in cases where the acquirer, seller, or target company is a private company. The regulatory authority overseeing this legislation is the Ministry of Commerce (the \u201c<strong>MOC<\/strong>\u201d).<\/li>\n<li>The Public Limited Company Act B.E. 2535 (1992), as amended (the \u201c<strong>PLC Act<\/strong>\u201d), regulates corporate governance for public companies and outlines the required corporate actions to be taken prior to engaging in significant transactions. The regulatory authority overseeing this legislation is also the MOC.<\/li>\n<li>The Securities and Exchange Act B.E. 2535 (1992), as amended (the \u201c<strong>SEC Act<\/strong>\u201d), including its sub-regulations such as disclosure requirements and takeover rules, establishes disclosure requirements, takeover rules, and corporate actions necessary before significant transactions involving listed companies. It also mandates filing and disclosure obligations for share acquisitions of public companies listed on the Stock Exchange of Thailand (the \u201c<strong>SET<\/strong>\u201d). The Securities and Exchange Commission (the \u201c<strong>SEC<\/strong>\u201d) is the regulatory authority.<\/li>\n<li>The Foreign Business Act B.E. 2542 (1999), as amended, outlines limitations and restrictions relevant to foreigners conducting business in Thailand. The MOC is the regulatory authority for this legislation as well.<\/li>\n<li>The Trade Competition Act B.E. 2560 (2017), as amended, serves as the primary framework governing the merger control regime in Thailand. The Trade Competition Commission of Thailand is the regulatory authority overseeing this legislation.<\/li>\n<li>The Investment Promotion Act B.E. 2520 (1977), as amended, governs investment promotion schemes aimed at encouraging valuable and innovative investments. In certain cases, changes in the shareholders of promoted entities due to an acquisition may trigger notification or approval requirement from the Board of Investment of Thailand, which is the regulatory authority.<\/li>\n<\/ul>\n<p>In addition, various business sectors are regulated by different authorities, including:<\/p>\n<ul>\n<li>The National Broadcasting and Telecommunications Commission, which regulates and supervises mergers among companies holding licenses in the telecommunications and broadcasting sectors.<\/li>\n<li>The Energy Regulatory Commission, which regulates and supervises mergers among companies holding licenses in the energy sector.<\/li>\n<li>The Bank of Thailand, which regulates and supervises mergers among financial institutions.<\/li>\n<li>The Office of the Insurance Commission, which regulates and supervises mergers among insurance companies.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the current state of the market?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Although in 2025 Thailand faced several economic uncertainties, including U.S. tariffs, armed conflicts, domestic political factors, and cautious lending by financial institutions, its M&amp;A market remained resilient. M&amp;A has continued to serve as a strategic tool for risk mitigation and financial restructuring. Several companies, particularly in the real estate and hospitality sectors, have entered into joint ventures to manage risks associated with new projects, divested subsidiaries to strengthen their financial positions, and expanded their business scope.<\/p>\n<p>In addition to the above, in line with the government\u2019s policy to position Thailand as a digital hub of Asia, M&amp;A has also played a significant role in digital infrastructure and related infrastructure sectors, including renewable energy and data center businesses. According to the Board of Investment\u2019s report, the digital industry recorded the highest investment value, with data center projects accounting for THB 728,448 million (USD22,000 million) and data hosting projects accounting for THB 8,110 million (USD245 million).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which market sectors have been particularly active recently?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In 2025, TMT and real estate remained leading sectors in dealmaking, while the energy sector emerged as a key player in the M&amp;A landscape. A notable transaction in the real estate and construction sector was Italian-Thai Development Public Company Limited\u2019s (ITD) divestment of its 46.64% stake in ITD Cementation India Limited, a publicly listed subsidiary, to RENEW EXIM DMCC, one of India\u2019s leading business conglomerates. The transaction was completed in May 2025, with the deal valued at approximately USD 351 million.<\/p>\n<p>As mentioned above, the energy sector emerged as a key player. A significant transaction was the acquisition of SPCG Public Company Limited (SPCG), a leading renewable energy company listed on the SET, through a big lot transaction valued at approximately THB 1,258 million (USD 36 million) by Ms. Wandee Khunchornyakong, following which her shareholding increased to approximately 46%. Additionally, a joint venture was established between Vas Energy Company Limited and SCX Corporation Co., Ltd., a subsidiary of SC Asset Corporation Public Company Limited, a leading real estate developer listed on the SET, for the development of rooftop solar projects in Thailand.<\/p>\n<p>In addition to the key sectors mentioned above, there was also a logistics-related transaction involving the establishment of a joint venture between DHL Supply Chain (Thailand) and Berli Jucker Logistics Co., Ltd. (BJL), a subsidiary of Berli Jucker Public Company Limited, aimed at elevating logistics operations to global standards and expanding into the healthcare sector, where logistics operations require specialized infrastructure and strict regulatory compliance.<\/p>\n<p>These high-profile transactions involving renowned Thai and international investors have generated extensive public attention and required thorough legal analysis due to their complex structures, significant valuations, and cross-border elements. Their successful execution reflects the evolving M&amp;A landscape in Thailand, as investors continue to navigate regulatory frameworks, sector-specific opportunities, and local market dynamics.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What do you believe will be the three most significant factors influencing M&A activity over the next 2 years?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Technological advancements, geopolitical and regulatory dynamics, and private equity (PE) influences continue to play a significant role in shaping the M&amp;A landscape in Thailand.<\/p>\n<ol>\n<li>Technological Advancements<\/li>\n<\/ol>\n<p>AI and machine learning are transforming, and will continue to transform, the M&amp;A landscape. Generative AI has become a key driver, enabling rapid data analysis, enhanced due diligence, and more efficient deal sourcing. AI-powered solutions streamline investment decision-making, allowing businesses to identify opportunities with greater speed and accuracy.<\/p>\n<p>In certain transactions, AI has also helped overcome language barriers by enabling the preparation of documents in local languages, thereby facilitating more effective communication with local companies. Moreover, some clients have used AI as a preliminary tool for sourcing overseas information for international investment; while such information may not always be fully accurate, it has nevertheless improved the speed and accessibility of initial research.<\/p>\n<p>Amid rapid technological advancements, business seeking to enhance efficiency, optimize operations, and gain a competitive edge are increasingly pursuing AI-driven assets and intellectual property. Concurrently, demand for technology-related sectors, including AI, data centers, and semiconductors, as well as adjacent sectors such as energy, has risen significantly, with M&amp;A activity playing a key role through both acquisitions and strategic joint ventures.<\/p>\n<ol start=\"2\">\n<li>2. Geopolitical and Regulatory Dynamics<\/li>\n<\/ol>\n<p>Geopolitical shifts, trade tensions, and heightened regulatory scrutiny will continue to shape cross-border M&amp;A activity. Conflicts in the Middle East, national conflicts, economic sanctions, and shifting trade policies could introduce additional complexities in deal structuring, compliance requirements, and foreign investment approvals. In addition, political transitions and protectionist policies may lead to a more stringent regulatory environment, influencing valuation metrics and investor sentiment.<\/p>\n<p>Within Thailand, evolving regulatory policies\u2014particularly in sectors such as finance, energy, and telecommunications\u2014may impact both inbound and outbound transactions. Conflicts in the Middle East and issues relating to Thailand\u2019s borders may influence Thailand\u2019s regulatory approach, particularly in energy-related infrastructure sectors, which may be subject to increased scrutiny. Due diligence and regulatory risk assessments will play an increasingly critical role in deal execution because of these geopolitical and regulatory uncertainties.<\/p>\n<ol start=\"3\">\n<li>Private Equity (PE) Influence and Capital Deployment<\/li>\n<\/ol>\n<p>Private equity firms remain a dominant force in the Thai M&amp;A market, with significant liquidity available for investment. While short-term volatility, fluctuations in interest and exchange rates, and valuation mismatches may present challenges, PE firms are expected to focus on strategic acquisitions, particularly in distressed assets and high-growth sectors such as technology, renewable energy, and infrastructure.<\/p>\n<p>Additionally, PE investors are increasingly prioritizing value creation through operational improvements rather than exclusively relying on financial engineering. As competition intensifies, firms with strong sector-specific expertise and an ability to navigate macroeconomic uncertainties will play a crucial role in shaping M&amp;A trends in Thailand over the next two years.<\/p>\n<p>These uncertainties will create both challenges and opportunities in the evolving market landscape, which will make technological innovation, geopolitical and regulatory shifts, and PE-driven investment strategies, the key factors that will significantly influence M&amp;A activity.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key means of effecting the acquisition of a publicly traded company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The primary method of acquiring a listed company is through the acquisition of its shares, either via on-market or off-market transactions. In the case of listed companies, acquisitions are often effected through a voluntary tender offer or, where applicable, a mandatory tender offer triggered upon reaching prescribed control thresholds under applicable securities laws. In addition, acquisitions may be structured through subscription for newly issued shares (e.g., via private placement), particularly in the context of strategic investments or capital restructuring.<\/p>\n<p>Although asset acquisitions, including entire business transfers and partial business transfers, are also common, they tend to be cumbersome. In the case of asset acquisitions by foreigners, it is common for the foreign entity to establish a company to acquire the assets rather than directly carrying out the acquisition itself.<\/p>\n<p>Listed companies may also opt for amalgamation, a consolidation where two or more companies are combined, which results in one new separate company being formed, however, this procedure is rarely used due to its time-consuming nature.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What information relating to a target company is publicly available and to what extent is a target company obliged to disclose diligence related information to a potential acquirer?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p><strong>Private Company<\/strong><\/p>\n<p>Certain corporate information concerning private companies is publicly accessible. This includes audited financial statements, constitutional corporate documents such as the affidavit, the memorandum and articles of association, including relevant details regarding shareholders, directors, the registered office(s) and the share capital. However, such publicly available information is generally limited in scope and may not reflect up-to-date operational or beneficial ownership details.<\/p>\n<p>Additionally, basic information regarding existing business security and registered intellectual property is also available to the public. Furthermore, most Thai courts provide a database that allows the public to search whether the target company is involved in any litigation proceedings.<\/p>\n<p>There is no regulatory requirement under Thai law for a target company to disclose any specific due diligence information to potential acquirers. Typically, such disclosures are subject to negotiation on a case-by-case basis. In practice, disclosure is commonly governed by confidentiality agreements and facilitated through data rooms, with the scope and extent of information determined on a negotiated basis.<\/p>\n<p><strong>Public <\/strong><strong>Company<\/strong><\/p>\n<p>Each year, public companies are required to submit financial statements that have been audited by the auditors and approved by the shareholders at the annual general meeting to the MOC within one month from the date approved by the shareholders\u2019 meeting.<\/p>\n<p>For listed companies, in addition to the requirements mentioned above, they are statutorily obligated to disclose the following information, making it accessible to the public:<\/p>\n<ul>\n<li>quarterly reviewed and annually audited financial statements in both Thai and English;<\/li>\n<li>annual registration statements (Form 56-1 One Report) containing updated business information of the company in Thai and English; and<\/li>\n<li>public disclosure upon the occurrence of certain material events in both Thai and English.<\/li>\n<\/ul>\n<p>Similar to private companies, a target company that is a listed company is not obligated to disclose due diligence-related information to a potential acquirer. More detailed information can be obtained, but this is typically subject to negotiation on a case-by-case basis. Additionally, to secure the best possible offer for the shares, the target company&#8217;s board of directors may be willing to provide confidential information to the bidder and any competing bidders, in alignment with the directors&#8217; general obligations under the PLC Act to act in the best interests of the company.<\/p>\n<p>Such disclosures may occur despite the constraints outlined in both the SEC Act and its sub-regulations regarding the disclosure of price-sensitive or \u2018insider\u2019 information. However, careful consideration would be given to the following factors when determining what information is to be disclosed:<\/p>\n<ul>\n<li>whether the information is market-sensitive to the extent that its disclosure may constitute a criminal offense under Thailand\u2019s insider trading laws if the bidder subsequently buys shares or makes an offer based on such information;<\/li>\n<li>whether the information is commercially sensitive; and<\/li>\n<li>whether such information would typically only be disclosed on a confidential basis to persons with whom the target is negotiating and who have signed confidentiality undertakings.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">To what level of detail is due diligence customarily undertaken?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Due diligence in M&amp;A transactions is typically extensive, covering financial, legal, and, in certain transactions, tax aspects of the target company. The level of scrutiny required depends on various factors, including the nature of the target\u2019s business, industrial sector, operational complexity, and transaction value.<\/p>\n<p>In most cases, a high-level due diligence review is conducted to identify material risks, red-flag issues, and potential deal-breakers that could impact the transaction\u2019s viability. This process commonly includes an examination of the target\u2019s financial statements, corporate structure, material contracts, regulatory compliance, tax obligations, and potential liabilities.<\/p>\n<p>When publicly listed companies are target companies of an acquisition, due diligence follows a similar framework as private M&amp;A transactions but the depth of review may be more limited due to regulations restricting disclosure and practical constraints, such as competitive auction processes with short timelines. The degree of due diligence also depends on the level of control the selling shareholder retains over the company.<\/p>\n<p>In certain large-scale public M&amp;A transactions, buyers or investors may rely primarily on publicly available information, particularly when they are already familiar with the target company and the content of disclosures. While this approach carries some inherent risk, it reflects market practices where deal dynamics, regulatory constraints, and commercial considerations influence the extent of the due diligence undertaken.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key decision-making bodies within a target company and what approval rights do shareholders have?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The primary decision-making bodies of a target company are its board of directors and shareholders\u2019 meetings. Below is an overview of the approval procedures for both private and public companies:<\/p>\n<p><strong>Private Company<\/strong><\/p>\n<ul>\n<li>For the sale of shares, unless otherwise specifically stipulated in the target company\u2019s articles of association, approval by a board of directors\u2019 resolution or a shareholders\u2019 meeting is not required.<\/li>\n<li>For a capital increase through the issuance of new shares, a special resolution passed by the shareholders\u2019 meeting, requiring approval of not less than 75% of the total number of votes from attending shareholders who have the right to vote, is required by law.<\/li>\n<li>It is important to note that a private company can only issue and offer new shares to its existing shareholders. Therefore, an acquirer must obtain at least one existing share from the existing shareholder in the target company before the target company can issue new shares to them.<\/li>\n<\/ul>\n<p><strong>Public and Listed Company<\/strong><\/p>\n<ul>\n<li>Under Section 107 of the PLC Act, the acquisition by a public company of another company\u2019s business (which includes the acquisition of shares in a target company that results in the target company becoming its subsidiary) requires the approval of not less than 75% of the total number of votes from attending shareholders who have the right to vote.<\/li>\n<li>In addition, for an acquisition by a listed company, if the transaction is deemed to be an acquisition of assets and, upon calculating the transaction size in accordance with the relevant rules, constitutes a material transaction, entry into such transaction must be approved by a shareholders\u2019 meeting by a vote of not less than 75% of the total voting rights of shareholders entitled to vote, excluding interested shareholders.<\/li>\n<li>Separately, under the new regulations on material transactions (MT), which are applicable to listed companies and will become effective from 1 July 2026, listed companies will be required to obtain prior shareholders\u2019 approval for any transaction with a transaction size of 25% or more, as calculated in accordance with the prescribed criteria.<\/li>\n<li>In the case of an acquisition of primary shares (i.e., newly-issued shares) of a listed company, the issuer will require its shareholders\u2019 approval for the increase of capital (approval of not less than 75% of the total number of votes from attending shareholders who have the right to vote) and the allotment of new shares (by a simple majority vote).<\/li>\n<\/ul>\n<p>However, in the case of the allotment of new shares by way of private placement, shareholders\u2019 approval must be obtained by a vote of not less than 75% of the total votes of shareholders present and entitled to vote. In addition, where the offering price is set below the market price, shareholders holding, in aggregate, not less than 10% of the total voting rights of shareholders present and entitled to vote may effectively block the offering.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the duties of the directors and controlling shareholders of a target company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>All companies (whether public or private) are generally governed by their shareholders and managed by their board of directors. The board of directors is obligated to oversee the management and conduct of business operations of public companies in accordance with its objectives, articles of association, and shareholder resolutions.<\/p>\n<p><strong>Private Company<\/strong><\/p>\n<p>The controlling shareholders of a target company are not bound by specific legal duties in the event of a potential acquisition. However, their conduct may still be subject to general legal principles, including the prohibition of abuse of rights and the requirement not to act in a manner that unfairly prejudices the company or other shareholders.<\/p>\n<p>However, directors of a company, irrespective of whether there is a potential acquisition, are bound by general fiduciary duties, including the duty of care and the duty of loyalty. These duties require directors to act honestly, in good faith, and in the best interests of the company. Directors are also obliged to comply with the company\u2019s objectives and articles of association, as well as resolutions passed at both board of directors\u2019 meetings and shareholders\u2019 meetings, as stipulated under Thai law.<\/p>\n<p><strong>Public and listed Company<\/strong><\/p>\n<p>Under Thai law, directors of a public company are generally required to provide their views on each agenda item to be submitted to the shareholders\u2019 meeting for consideration.<\/p>\n<p>In the context of a tender offer, the directors of a listed target company are required to approve and provide their opinion on the tender offer, as well as appoint an independent financial adviser to provide an opinion on the offer. These opinions must be distributed to the shareholders (see also item 25). Directors are required to perform their duties with duty of care and with honesty duty of loyalty. They must act in good faith and in the best interests of the company, pursue lawful and proper purposes, and refrain from any act that materially conflicts with, or is contrary to, the interests of the company.<\/p>\n<p>Further, the listed target company is subject to certain statutory duties in the event of a potential acquisition. From the formal announcement of the tender offer until its completion, there are general restrictions in place with regard to the target company, preventing it from undertaking the following activities unless prior approval is obtained from the specified majority of its shareholders\u2019 meeting (this varies according to the type of transaction), or such undertaking meets specified criteria or necessary consent or waiver from specific parties is obtained:<\/p>\n<ul>\n<li>offering of newly issued shares or convertible securities;<\/li>\n<li>acquisition or disposal of assets that are material to the company\u2019s business operations, including intellectual property or key machinery used in production;<\/li>\n<li>incurrence of debt or the entry into, amendment, or termination of material contracts, other than in the ordinary course of the company\u2019s business;<\/li>\n<li>conducting a share buyback (treasury stock) or supporting or influencing its subsidiary or affiliate company in the purchase of its own shares; and<\/li>\n<li>declaring and paying interim dividends to the shareholders other than in the ordinary course of the company\u2019s business.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do employees\/other stakeholders have any specific approval, consultation or other rights?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There are no statutory requirements to consult with unions or work councils concerning acquisitions, disposals, or mergers. However, in some cases involving asset acquisition or partial or entire business transfer, employee consent becomes necessary when the transaction involves transferring employees from their existing employer to a new employer. In such case, the consent of each transferring employee is required.<\/p>\n<p>Whether the consent of other stakeholders is necessary hinges on the presence of any change of control provision in a contract or permit of the target company. Such provisions may require consent from stakeholders such as lenders, major suppliers, concessionaires, or joint venture partners before the acquisition of a specified number of shares in the target company.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">To what degree is conditionality an accepted market feature on acquisitions?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In private M&amp;A transactions, conditionality is a common feature between the parties. The Buyer commonly incorporates several conditions precedent that must be satisfied before completion occurs, such as, material adverse change (MAC) clauses, requisite regulatory approvals to ensure all necessary governmental authorizations are secured, and the obtaining of third party\u2019s prior written consent under the relevant agreements to which the target company is a party (if required). Additionally, merger control clearance has become increasingly significant at the deal structuring stage, as market participants become more accustomed to the legal requirements following the full implementation of the merger control regime in Thailand.<\/p>\n<p>In public M&amp;A transactions, while parties may set conditions for a voluntary tender offer, a mandatory tender offer is typically unconditional. Where the offeror announces conditions precedent to making a tender offer, the offeror is not required to comply with the tender offer rules until such conditions precedent have been satisfied. If the conditions are not satisfied, or if one year has elapsed from the date on which the offeror publicly announces its intention to acquire securities for the purpose of obtaining control of the target company, the offeror must publicly announce that it will not proceed with the tender offer. Conditions for launching a voluntary tender offer usually include approval from relevant regulatory authorities, the offeror&#8217;s board of directors or shareholders, securing relevant third-party consents, and\/or obtaining financing from the bank. Additionally, a condition relating to the minimum number of shares tendered may also be imposed as a condition to the offer. Following the full implementation of the merger control regime and the increase in high-profile public M&amp;A transactions in Thailand, merger clearance in voluntary tender offers has received more attention. Provisions related to a material adverse change (MAC) clause may also be included as a condition to the acquisition.<\/p>\n<p>Moreover, under Thai public takeover rules, a tender offer may be withdrawn if:<\/p>\n<ul>\n<li>any event or action occurs after the tender offer has been filed with the SEC but before the end of the offer period, which has caused or may cause significant damage to the financial position or assets of the target business, and such event or action is not caused by, or attributable to, the offeror.; or<\/li>\n<li>the target company undertakes any action after the tender offer has been filed with the SEC but before the expiry of the offer period, which results in a significant decrease in the value of its shares.<\/li>\n<\/ul>\n<p>The right to withdraw the tender offer may be exercised only if such actions are stated in the tender documents and no objection is raised by the SEC.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What steps can an acquirer of a target company take to secure deal exclusivity?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>An acquirer can secure a deal exclusivity through a memorandum of understanding or letter of intent, which typically includes \u00a0an exclusivity period. This exclusivity provision is generally provided by either the major selling shareholder (in the case of a share acquisition transaction) or the target company (in case where the transaction involves issuing new shares). The exclusivity arrangement effectively prevents the seller from pursuing competing offers during a specified timeframe, allowing the acquirer to conduct due diligence or negotiate transaction terms without competitive interference.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What other deal protection and costs coverage mechanisms are most frequently used by acquirers?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Exclusivity undertakings are typically employed to protect the interests of offerors. However, in instances where break fees are utilized, Thai courts may view break fees as damages and use their discretion to award damages based on actual loss, allowing the quantum of the break fee to be adjusted.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which forms of consideration are most commonly used?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In M&amp;A transactions in Thailand, the forms of consideration are typically determined by the structure of the transaction and any commercially agreed terms involved. Cash is the commonly used form of consideration, although share swaps may also be used, depending on the configuration of the transaction.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">At what ownership levels by an acquirer is public disclosure required (whether acquiring a target company as a whole or a minority stake)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There is no statutory obligation requiring private companies or public companies to publicly disclose information when acquiring a target company.<\/p>\n<p>However, the acquisition of shares at every 5% threshold of the total voting rights in a listed company must be publicly disclosed. The acquirer is required to report the acquisition of shares by submitting an acquisition form (Report of the Acquisition or Disposition of Securities (Form 246-2)) to notify the public via the SEC online system within the period prescribed by relevant regulation. This excludes certain types of acquisitions, such as rights offerings, securities borrowing and lending, and Non-Voting Depository Receipt, etc.<\/p>\n<p>An acquisition of shares that reaches or exceeds 25%, 50%, or 75% of the total voting rights in a listed company triggers tender offer obligations and requires the disclosure of relevant information in accordance with the prescribed forms for a takeover, such as the Announcement of Intention to Make a Tender Offer (Form 247-3) and the Tender Offer (Form 247-4), to the public via both the SEC online system and the SET portal.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">At what stage of negotiation is public disclosure required or customary?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>For private companies, public disclosure is not required.<\/p>\n<p>For listed companies, in cases where a target company has been contacted by an offeror, the SET requires the board of directors of such company, notwithstanding whether an agreement has been reached on making a tender offer, to strictly keep information that has not been disclosed to the public confidential. This is to ensure that persons involved in negotiations, representatives, intermediaries, or financial advisors perform their duties responsibly and maintain confidentiality. The SET must be immediately informed if there is any suspicion of unauthorized disclosure of negotiation information that has not yet been officially announced. If any information related to the takeover is leaked, the target company is required to immediately disclose such information to the SET.<\/p>\n<p>When the acquisition involves a minority stake or a secondary share sale, public disclosure by the target company is required if there is a direct or indirect change of its major shareholders (defined as a shareholder holding more than 10% of the paid-up capital of the listed company) which results in a change of control in the target company. This is normally done upon completion of the acquisition.<\/p>\n<p>In addition, when an acquirer conducts transactions that result in the ownership reaching or surpassing 5% or a multiple of 5% of the target company\u2019s shares (including complicated rules for convertible securities or warrants), the acquirer is required to report the transaction to the SEC. This includes:<\/p>\n<ul>\n<li>direct acquisition or disposal of shares or convertible securities of the target company;<\/li>\n<li>becoming or ceasing to be a person according to Section 258 of the SEC Act; or<\/li>\n<li>becoming or ceasing to be a concert party.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there any maximum time period for negotiations or due diligence?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There are no specific requirements under Thai law regarding the time for negotiations or due diligence. However, in practice, the typical duration for conducting due diligence is approximately one to two months. As for negotiations, the time frame may vary depending on the complexity of the transactions and the number of parties involved.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there any maximum time period between announcement of a transaction and completion of a transaction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>For private companies, there is no requirement to publicly announce a transaction, and no maximum time limit applies between any voluntary disclosure of the transaction and its completion.<\/p>\n<p>Similarly, for public companies, no public announcement is required, and there is no prescribed timeframe for completing a transaction once it has been approved. For listed companies, there is likewise no maximum period between the announcement and the completion of a transaction.<\/p>\n<p>However, listed companies are required to promptly and publicly disclose material information necessary for investors\u2019 decision-making upon entering into a transaction (i.e., when the board of directors resolves to approve the transaction), in accordance with applicable disclosure regulations, while the announcement of completion of the transaction is optional.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any circumstances where a minimum price may be set for the shares in a target company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>If the target company is a private company or a public company, there is no minimum price requirement.<\/p>\n<p>If the target company is a listed company, there is no minimum price requirement except in the following cases:<\/p>\n<ul>\n<li>In the case that the acquirer acquires shares in the target company resulting in its shareholding reaching or exceeding 25%, 50%, or 75% of the total voting rights in the target company, the acquirer is required to make a tender offer for all securities of the target company. In such a case, the tender offer price must not be lower than the highest price paid by the acquirer or any of its related persons, concert parties, or related persons of the concert parties of the acquirer for the shares of the target company during the period of 90 days prior to the date on which the tender offer documents are submitted to the SEC.<\/li>\n<li>In the case of a delisting tender offer, the offer price must not be less than the highest price calculated on the following criteria:<\/li>\n<\/ul>\n<p>o the highest price paid for the shares that have been acquired by the acquirer or any of its related persons, concert parties, or related persons of the concert parties during the period of 90 days prior to the date on which the tender offer documents are submitted to the SEC;<\/p>\n<p>o the weighted average market price of the shares during the period of 5 business days prior to the date on which the board of directors of the target company passes a resolution to propose the shareholders\u2019 meeting to consider delisting the shares from the SET, or the date on which the shareholders\u2019 meeting passes a resolution to delist the shares from the SET, whichever is earlier;<\/p>\n<p>o the net asset value of the target company calculated based on the book value which has been adjusted to reflect the latest market value of the assets and liabilities of the target company; and<br \/>\no the fair value of ordinary or preference shares of the target company as appraised by an independent financial advisor.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is it possible for target companies to provide financial assistance?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There are generally no restrictions on financial assistance except in the case of a listed target company where financial assistance constitutes a connected transaction due to the fact that it is a transaction between the target company and its connected persons.<\/p>\n<p>In such cases, approval by shareholders of not less than 75% of the total votes of the shareholders \u00a0attending the meeting and entitled to vote (excluding the votes of interested shareholders), is required if the amount of financial assistance equals or exceeds THB 100 million or 3% of the net tangible asset value, whichever is lower.<\/p>\n<p>In addition, the new regulation on Material Transactions (MT) will broaden the scope of transactions qualifying as MT under the SEC Act. In particular, it will include financial assistance transactions such as the provision of loans or credit, guarantees, or the entry into any arrangement that gives rise to increased financial obligations, especially where the counterparty is experiencing liquidity constraints or has concerns regarding its ability to repay. Such transactions will be treated as MT and must be included in the calculation of the transaction size. This new regulation will come into effect on 1 July 2026.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which governing law is customarily used on acquisitions?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Thai law continues to remain the preferred governing law for domestic M&amp;A transactions. However, in cross-border M&amp;A transactions, it is common practice to adopt foreign governing laws in the sale and purchase agreements, particularly in share sale and purchase agreements. Thai courts typically recognize and enforce the contractual choice of foreign law, particularly when one of the parties is a foreign entity or individual. This is subject to the general reservation that it is not contrary to public order or the good morals of the people of Thailand, and the foreign law must be proven to the Thai courts as appropriate. Recognition of the foreign governing law may be easily achieved if a sale and purchase agreement governed by foreign law is enforced outside Thailand, such as through foreign arbitration or a foreign court. Thailand is a signatory to the New York Convention.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What public-facing documentation must a buyer produce in connection with the acquisition of a listed company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The key public-facing documentation that a buyer must produce in connection with the acquisition of a listed company comprises the following:<\/p>\n<ul>\n<li>Report of the Acquisition or Disposition of Securities (Form 246-2);<\/li>\n<li>Declaration of Intention to Acquire Securities for the Purpose of a Business Takeover (Form 247-3);<\/li>\n<li>Tender Offer for Securities (Form 247-4);<\/li>\n<li>Form for Amending or Adding Information in a Tender Offer Statement (in the case of revising the offer period or proposal of tender offer) (Form 247-6 Kor); and<\/li>\n<li>Report on the Result of the Securities Acquisition (Form 256-2).<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What formalities are required in order to document a transfer of shares, including any local transfer taxes or duties?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p><strong>Private Company<\/strong><\/p>\n<p>As stipulated under the CCC, the transferor and transferee are obligated to execute a share transfer instrument, which must be certified by at least one witness for each transferor and transferee.<\/p>\n<p>Additionally, stamp duty payment is required on the share transfer instrument if brought into Thailand. Under the Revenue Code of Thailand, calculated at the rate of 0.1% of the greater of the sale price or the paid-up value of the shares being transferred. While the legal obligation to pay this duty falls on the seller of the shares, the parties may contractually agree to allocate this responsibility differently.<\/p>\n<p><strong>Public and Listed Company<\/strong><\/p>\n<p>For the transfer of shares with a physical share certificate (scrip), a transfer of shares becomes valid upon the endorsement of the original share certificate by both the transferor and transferee, with an indication of the name of the transferee, and upon the delivery of the share certificate to the transferee. The transfer of shares becomes effective against third parties after the company registers the said transfer in its share register book.<\/p>\n<p>For the transfer of securities in a scripless system, a securities holder wishing to transfer securities deposited with a depository participant can do so by contacting the participant directly.<\/p>\n<p>According to the Revenue Code of Thailand, stamp duty for the transfer of listed securities, for which Thailand Securities Depository Co., Ltd. is the registrar, and capital gains taxes resulting from trading by natural person investors on the SET are exempted.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are hostile acquisitions a common feature?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Hostile acquisitions, including hostile tender offers, are permitted in Thailand but are rare, with only a few cases occurring in the past decade. Thai law does not distinguish between procedures for recommended and hostile offers. However, due to the prevalence of large family-controlled or insider-controlled shareholdings in most Thai listed companies, the success of a hostile tender offer is unlikely.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What protections do directors of a target company have against a hostile approach?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Directors are not specifically protected in the event of a hostile takeover. In fact, directors of a public company are restricted from undertaking certain activities during a takeover, as outlined above in item 9.<\/p>\n<p>Nonetheless, directors are required to offer their opinions on each tender offer document from acquirers and must also procure the opinion of an independent financial adviser on these documents.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there circumstances where a buyer may have to make a mandatory or compulsory offer for a target company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>If the target company is a private company, a compulsory offer for a target company is generally not required by Thai law. Such obligations arise if they are stipulated in the shareholders\u2019 agreement governing such target company.<\/p>\n<p>If the target company is a listed company, in the case where the shareholding reaches or exceeds 25%, 50%, or 75% of the total voting rights in the target company, the acquirer is required to make a tender offer for all securities of the target company.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">If an acquirer does not obtain full control of a target company, what rights do minority shareholders enjoy?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p><strong>Private Company<\/strong><\/p>\n<p>\u2022\u00a0Minority shareholders in private companies generally receive limited statutory protection. However, several customary protections exist, including:<\/p>\n<ul>\n<li>Right to Vote on Special Resolutions: Special resolutions require at least 75% approval of the total number of votes of the shareholders attending the meeting and entitled to vote, which cover material corporate matters, such as capital reductions or increases and amendments to constitutional documents.<\/li>\n<li>Right to Call Shareholders\u2019 Meetings: Shareholders holding at least 20% of the company\u2019s total shares may request a shareholders\u2019 meeting be convened.<\/li>\n<li>Preemptive Rights: Minority shareholders have the right to subscribe pro-rata to newly issued shares, preventing dilution of their ownership.<\/li>\n<li>Right to Inspect Corporate Records: Minority shareholders are entitled to review the company\u2019s books and records, ensuring transparency and accountability.<\/li>\n<li>Right to Initiate Legal Action Against Directors: If directors cause damage to the company and the company itself fails to take action, minority shareholders may initiate legal proceedings to hold them accountable.<\/li>\n<\/ul>\n<p>Further protection can be granted if explicitly stated in the company&#8217;s articles of association.<\/p>\n<p><strong>Public and Listed Company<\/strong><\/p>\n<p>The statutory rights of shareholders depend on their level of shareholding, as outlined below:<\/p>\n<p>Minority shareholders holding less than 25% ownership<\/p>\n<p>o Public Company<\/p>\n<ul>\n<li>Right to Request a Shareholders&#8217; Meeting: Shareholders holding at least 10% of total paid-up shares may request that the board of directors convene a shareholders\u2019 meeting.<\/li>\n<li>Right to Initiate Legal Proceedings Against Directors: Shareholders holding at least 5% of total paid-up shares may take legal action against directors for breach of fiduciary duties and violations of the articles of association, shareholders&#8217; resolutions, or applicable laws.<\/li>\n<li>Right to Challenge Shareholders\u2019 Resolutions: Shareholders holding at least 20% of total paid-up shares may file for the cancellation of resolutions adopted at shareholders&#8217; meetings if they violate the articles of association or applicable laws.<\/li>\n<li>Right to Inspect Business Operations: Shareholders holding at least 5% of total paid-up shares may submit an application to the MOC to request an inspection of the company\u2019s business operations, financial standing, and board conduct.<\/li>\n<li>Right to Access Financial Statements: Any shareholder may inspect the company\u2019s balance sheet, profit and loss account, and auditor\u2019s report during office hours and request that the company send a certified copy of such documents.<\/li>\n<\/ul>\n<p>o Listed Company<\/p>\n<p>Minority shareholders in a listed company have additional rights beyond those in a public company, including:<\/p>\n<ul>\n<li>Right to Block the Issuance of Shares Below Market Price: Shareholders holding at least 10% of the total votes of the shareholders attending the meeting and entitled to vote, may block the issuance of shares through private placement if the offer price is below the market price.<\/li>\n<li>Right to Block Delisting Resolutions: Shareholders holding at least 10% of total paid-up shares may block resolutions delisting the company from the Stock Exchange of Thailand.<\/li>\n<li>Right to Block the Issuance of Securities to Directors and Employees (ESOP): Shareholders holding at least 5% or 10%, as applicable, may block the issuance and sale of securities to directors and employees under ESOP.<\/li>\n<li>Right to Block the Material Transaction (MT) : Shareholders holding at least 10% of the total votes of the shareholders attending the meeting and entitled to vote, may block the approval of the Material Transaction (MT) where the audit committee or the independent financial adviser (IFA) opines that the transaction should not be approved. The Right to Block the Material Transaction (MT) is a newly introduced requirement under the revised Material Transaction (MT) regulations. This new regulation will come into effect on 1 July 2026<\/li>\n<\/ul>\n<p>\u2022 Minority shareholders with more than 25% but below 50% ownership<\/p>\n<p>o Public Company<\/p>\n<p>Minority shareholders holding more than 25% of a public company\u2019s voting rights can veto transactions requiring at least 75% shareholder approval, including:<\/p>\n<ul>\n<li>increasing or decreasing the registered capital;<\/li>\n<li>selling or transferring all or significant parts of the business to others;<\/li>\n<li>purchasing or accepting the transfer of the business of others;<\/li>\n<li>execution, amendment, or termination of any agreement relating to the lease of all or a significant part of the Company\u2019s business; the delegation of the management of the Company\u2019s business to any other person; or the amalgamation of the Company\u2019s business with another person for the purpose of sharing profits and losses;<\/li>\n<li>amending the memorandum of association or articles of association;<\/li>\n<li>issuing debentures;<\/li>\n<li>amalgamating with another company or entity; and<\/li>\n<li>dissolving the company.<\/li>\n<\/ul>\n<p>o Listed Company<\/p>\n<p>In addition to the above requirements for public companies, shareholders of a listed company holding more than 25% can veto specific matters, including:<\/p>\n<ul>\n<li>\u00a0\u201cwhitewash\u201d approval (used to waive mandatory tender offer requirements);<\/li>\n<li>class transactions; and<\/li>\n<li>connected transactions.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is a mechanism available to compulsorily acquire minority stakes?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No, Thailand does not have a legal mechanism for the compulsory acquisition (squeeze-out) of minority stakes.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">7302<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/137610","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=137610"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}