The will involve countless contracts and contracting parties. Moreover,

The law I would change is the Merger
and Acquisition(“M&A”) law under the Thai Civil and Commercial Code(“TCCC”)
because although M&A is a crucial tool for Thai economic development, the
current law is simply outdated, complicated and inconsistent with the modern
business practice. I will focus on M&A by asset acquisition and
amalgamation to illustrate and emphasize the incompetency of the TCCC.

Under asset acquisition, it is
crucial that claims under essential contracts of the targeted company are all
transferred to the acquiring company in order for the acquiring company to
carry on the business of the targeted company. Under TCCC Section 306, for the
transfer of claim to be valid, notice must be given to the debtor. This is a
very cumbersome process in practice as large-scale companies will involve
countless contracts and contracting parties. Moreover, asset acquisition often
requires novation to change the contracting party. Under Section 349 of TCCC,
all the parties concerned must enter into an agreement to novate. This is very
cost and time-consuming due to the high-volume contracts and that TCCC does not
regulate the issue of advance consent to novate.

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Amalgamation is the least sought
after process among the 3 M&A structures due to its troublesome legal
requirements. For instance, the lengthy creditor objection period of 60 days
under Section 1240; during such time if any creditor objects to the
amalgamation, the company may not proceed unless it had satisfied the claim or
gave security thereof.  Another issue is a
lack of minority shareholders protection. Unlike Thai Public Company Act, after
the special resolution approving the amalgamation has been passed, TCCC does
not require the company to purchase shares from dissenting minority
shareholders. This is unfair to the minority shareholders as they should be
provided with a fair exit opportunity

Transfer of licenses and other
privileges is also a main obstacle to Thai M&A as licenses are vital for
the continuity of business. However, certain licenses prohibit transfer due to
the specific qualification of the licensees. TCCC should facilitate such
transfer by allowing the change of licensee if after the transfer the qualifications
are still met; yet TCCC remains silent regard such matter.

Due to the above-mentioned reasons,
if given a free choice, I would change Thai M&A law under TCCC due to it
incompleteness and impracticality.