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managing members, such as chief financial officer (CFO) or chief

operating officer (COO) of the portfolio company. To ensure such
management power, these commitments are typically addressed

in the SPA and/or the SHA, and reflected in the portfolio companyû

articles of association as much as possible.

In this regard, some of the management and employees of the

portfolio company may be offered an opportunity to continue

their duties and may be granted an equity stake in the portfolio
company (generally, through issuing an employee stock option

plan (ESOP)) to align their interests with the private equity fund.

In the case where the portfolio company is listed on the SET,

the private equity firm should take note on the SET and SEC

regulations regarding board of directors of a listed company,

especially the regulation concerning a related-party transaction.
Under the Notification of the Capital Market Supervisory

Board No. 21/2551 and the SET Notification Re: Disclosure of

Information and Other Acts of Listed Companies Concerning the
Related-party Transactions 2003, directors of a listed company

are deemed to be çrelated personsé of such company. Any

transaction entered into between the listed company and its

director is, therefore, considered a çrelated-party transactioné

which may require prior approval of the board of directors and
the shareholdersû meeting, and may need to be reported to the

SET. For example, a related party transaction which is a normal

business transaction without general trading conditions with
the transaction value of more than Baht 1 million but less than

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