As a publicly listed company, a company is under a stricter compliance than a private company given larger stakeholders. The Office of the Securities and Exchange Commission (the "SEC"), the Capital Market Supervisory Board and the Stock Exchange of Thailand (the "SET') have prescribed specific regulations to monitor activities of listed companies, in particular, concerning an acquisition and deposition of material assets pursuant to (i) the Notification of the Capital Market Supervisory Board Notification No. TorJor. 20/2551 entitled Rules on the Entering into Material Transactions Deemed as the Acquisition or Disposition of Assets (as amended) and (ii) the Notification of the Board of Governors of the Stock Exchange of Thailand entitled Disclosure of Information and Other Acts of the Listed Company Concerning the Acquisition and Disposition of Assets, 2547 (2004) (as amended) (the "Major Transaction Rules").

Businesses may be incorporated and operated in many forms in Thailand depending on the business owner’s purposes. For instance, they could be operated in a form of an ordinary partnership, limited partnership, limited company, branch office, representative office and reginal office. However, the principal forms of business entity which are most commonly adopted in Thailand comprise a private limited company and a public limited company with further details as set out below.

This memorandum sets out key regulatory considerations concerning takeovers of companies (the “Target Co”) listed on the Stock Exchange of Thailand (the “SET”), with a focus on a mandatory tender offer under the Notification of the Capital Market Supervisory Board No. TorJor. 12/2554 entitled Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (as amended) (the “Notification”), the Securities and Exchange Act B.E. 2535 (as amended) (the “SEC Act”) and relevant notifications issued thereunder.

Under the business reorganisation scheme, the debtor will be able to continue its business operation and preserve its enterprise value which might otherwise be lost should its assets were separately distributed to each creditor who pursues individual claim against the debtor, while the creditors’ interests will concurrently be protected, allowing them to receive the repayment of outstanding debts fairly and equally and not less than the amount they would otherwise have received in a liquidation process..

An electronic signature, or e-signature, is legally recognised under Thai laws, whereby a wet ink signature is not strictly required for a valid contract. In this connection, an e-signature may be a letter, character, number, sound or any other symbol created in electronic form to identify and establish acceptance of the signatory of contents of an electronic document.

The Trade Competition Act (B.E. 2560) (2017) (the “TCA”) came into force on 5 October 2017 replacing its predecessorpredecessor, the Trade Competition Act B.E. 2542 (1999), which had been in effect for almost 20 years with questionable enforcement and effectiveness. In particular, merger control provisions under the 1999 Act have never been put into real effect due to the lack of sub-regulations to set out necessary criteria.