THAILAND Law and Practice Contributed by: John Formichella, Naytiwut Jamallsawat, Onnicha Khongthon and Supitchaya Akeyati, Formichella & Sritawat Attorneys at Law
11. Duties of Directors 11.1 Principal Directors’ Duties
10.2 Prospectus Requirements IPOs and rights issues require a full registration state- ment and prospectus approved by the SEC. 10.3 Producing Financial Statements The Thai Financial Reporting Standards (TFRS) apply, and are aligned with the International Financial Report- ing Standards (IFRS). Public companies must provide audited annual and reviewed quarterly financials. 10.4 Disclosure of Transaction Documents IPO prospectuses disclose material contracts. Ten- der offer documents summarise key terms, but full sale and purchase agreements (SPAs) are not publicly released unless required by the SEC.
Directors owe duties of care, loyalty and good faith. In M&A transactions, they must act in the best interests of the company and all shareholders, supported by a defensible process (independent valuations, proper board minutes and informed deliberation). 11.2 Special or Ad Hoc Committees Independent committees are used for related-party transactions and take-private scenarios to manage conflicts and support fairness opinions. 11.3 Board’s Role Boards must approve major acquisitions, assess ten- der offer proposals and oversee independent advis- ers. 11.4 Independent Outside Advice Directors often retain independent legal and financial advisers in public M&A to demonstrate fulfilment of their duties and mitigate litigation risk.
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