M+A law

A key part of any M+A transaction, our team helps purchasers by conducting thorough due diligence investigations on the target company to identify potential legal issues and liabilities.  

As with any commercial transaction, the terms of the  documents are key.   Our team are experts in reviewing, drafting and negotiating the key documents involved in M+A transactions, with a view to getting the deal right.  

These documents typically can include:  

• Letters of intent   
• Heads of agreement/Memoranda of understanding   
• Confidentiality agreements   
• Share sale/Asset sale agreements and transfers   
• Loan/Vendor finance agreements  
• General/Specific security agreements  
• Earn out agreement  
• Executive employment agreements   
• Intellectual property licence agreements.  

The process of acquiring an interest in a company or business will be subject to suite of laws and regulations.  These can vary greatly depending upon:  

• The size of the company or business in question;  
• The nationality of the parties involved;  
• Rules relevant to particular industries;  
• The jurisdiction in which the parties are operating. 

Our team is here to guide you through this complex web of compliance, and can help ensure compliance with all applicable laws and regulations governing mergers and acquisitions, including foreign acquisition,  antitrust and competition laws.  

One of the most important aspects of a merger or an acquisition is understanding how it will be run once the transaction has been completed.  This may be similar to the existing governance arrangement, or, may be entirely different depending on the expectations of the parties.  In either case, it is essential that the transaction creates clarity and certainty on issues such as decision making,  board composition, director duties, and fiduciary obligations.    

Our team is able to assist in the review and preparation of a full suite of relevant documents, including:  

• Company constitutions,
• Shareholder agreements,
• Trust deeds,
• Director indemnification deeds,
• Buy/sell agreements.

With a long list of both State and Commonwealth taxes applying to M+A  transactions, tax planning is a key component deal.  It can be easy to overlook the impact and application of taxes, which can lead to the use of suboptimal deal structures.  

Some of the taxes that parties encounter include:  

• Income tax; 
• Capital gGains tax; 
• Stamp duty; 
• Additional foreign acquirer duty; 
• Payroll tax; and 
• GST  

Our team of experts can assist with providing  tax advice on the structure of the transaction and potential tax consequences, to ensure that the transaction does not result in any unanticipated tax liabilities.  

Identifying and protecting Intellectual property assets plays a crucial role in M+A transactions as it often represents a significant component of the overall value of the businesses. IP assets like patents, trademarks, and trade secrets can be key drivers of a company’s competitive advantage and future growth potential.   

Proper valuation and protection of IP are essential for accurate deal pricing, risk assessment, and post-merger integration success.   

Our team is well placed to help with thorough IP due diligence to help identify potential liabilities and to ensure the seamless transfer of valuable intellectual property assets. 

Helping with post-closing integration, including the transfer of assets and employees, and the implementation of post-closing restructuring plans .