Insights

Insights

Our team is dedicated to finding solutions to every challenge. That is the THINC way.

Share Sale vs Asset Sale

Why a seller or buyer prefers share sale vs asset sale is crucial to making informed decisions in an M&A deal. Introduction Merger and acquisition

Brown M&Ms. Not a diva demand — a life-saving compliance test. Today’s topic is the clauses that look ridiculous on their face… and the real reasons lawyers let them live in contracts.” Most listeners know the story: Van Halen’s tour rider required a bowl of M&Ms — but with no brown ones. Sound petty? David Lee Roth and the band used that line item as a spot check: if their technical rider (pages of heavy-equipment, electrical and pyrotechnic specs) had been read carefully by venue crews, minor items like candy would be handled correctly. If brown M&Ms showed up, it signalled the promoter hadn’t checked the rest — and the band had a contractual basis to insist on an inspection or even cancel for safety non-compliance. - Musician & celebrity riders — often have demands for specific brands, furniture, food, or even toilet paper brands. - “No-risky-hobby” clauses in athlete contracts — contracts commonly restrict high-risk activities (motorcycling, skydiving, hang-gliding, boxing) to protect the team’s investment and avoid lost-player risk. - Quirky showbiz clauses — anti-death clauses (actor can’t have his/her character die), “no kissing” clauses, or wardrobe/weight specs. These are negotiated tradeoffs to protect an actor’s brand or sequel value. THINC Tank’s reality check: what you can actually put in a contract Rule-of-thumb: you may write almost anything in a contract — but whether a court will enforce it is a different question. For an unusual clause to be enforceable, it generally must: - Be lawful (not require illegal conduct or an illegal result). - Be sufficiently certain/clear (so a court can interpret it). - Not be unconscionable (so one court won’t void it for gross unfairness). - If it’s damages language, must not be an impermissible penalty (many jurisdictions scrutinise “penalty” vs. “liquidated damages” clauses). So the brown-M&Ms trick works because it’s not illegal or unconscionable; it’s a demonstrable compliance check written into a rider attached to the main deal. Clever, yeah?
Brown M&Ms Compliance Test
Family disputes in business cut deeper than most. You’re not just losing a partner, you’re risking a lifelong relationship. A recent case shared by my former colleague, Greg McNab, shows how quickly trust can unravel without a strong written agreement. Two brothers. One oral promise. One written contract. The written agreement prevailed; and the fallout was personal, emotional, and costly. In family businesses, shared history doesn’t replace legal clarity. Put it in writing. Protect the relationship. More about the Ang vs Ang Case here: https://lnkd.in/dgBrs4_H Family Business Podcast with me: https://lnkd.in/d4f6AAVn
Family Times, Legal Lines: The Ang Brothers Case
Family disputes in business cut deeper than most. You’re not just losing a partner, you’re risking a lifelong relationship. A recent case shared by my former colleague, Greg McNab, shows how quickly trust can unravel without a strong written agreement. Two brothers. One oral promise. One written contract. The written agreement prevailed; and the fallout was personal, emotional, and costly. In family businesses, shared history doesn’t replace legal clarity. Put it in writing. Protect the relationship. More about the Ang vs Ang Case here: https://www.linkedin.com/posts/gmcnab_ang-v-ang-activity-7361007310325895168-xAeE/ Family Business Podcast with me: https://youtu.be/bM7lNA8qUO8
Family Ties, Legal Lines
I’m honored to be featured in the latest episode of Untold Journey by #EMIRATI, where I share my story as a founding partner of The In-House Company. From navigating the legal landscape to building a firm rooted in trust, strategy, and cultural intelligence. This journey has been anything but ordinary. Thank you to the team at #EMARATI for spotlighting stories that often go untold. #untoldjourney #WomenInLaw #LeadershipInDubai #TheInHouseCompany #FounderStories #LegalAdvisory #BusinessLeadership
#EMARATI: Untold Journeys featuring Jayshree Gupta
While the internet buzzes over the engagement of the century, I’m thinking about something less glamorous. How high-net-worth individuals protect their futures through legal foresight. In this episode of THINC Tank, I unpack the real value of prenuptial agreements; not as a sign of mistrust, but as a tool for clarity, confidentiality, and long-term protection. From safeguarding premarital assets to managing future earnings and family dynamics, prenups are especially relevant in today’s global, multicultural landscape. I also explore how the UAE opened new doors for expatriates and non-Muslims to formalize marriage contracts and attach prenup-style protections, an important shift for anyone building a life (and legacy) in the region.
Love, Legacy & Legal Strategy: feat. Taylor Swift & Travis Kelce's Engagement
In this episode of THINC Tank, we sit down with David Phillips, the Anglo-Indian Goan visionary behind Freight Systems, one of the most respected logistics companies in the region. From humble beginnings in Dubai to building a global freight empire, David shares the real story: his early struggles, the turning points, and the values that shaped his journey. Now joined by his son John and daughter Amanda, Freight Systems has evolved into a true family business. David opens up about the delicate balance of leading and being led, how innovation fuels their growth, and why trust and communication are the cornerstones of a legacy that’s built to last. This is more than a business story. It’s a masterclass in generational leadership, resilience, and the art of building something that outlives you.
Family Business in Dubai with David Phillips
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