mergers + acquisitions

Our lawyers and accountants have a thorough understanding of the deal process and will complete a thorough analysis for sellers or buyers that gives you advanced knowledge of any key issues, ensuring your deal achieves its full potential.

So you have had preliminary discussions with the other party, executed non-disclosure agreements, entered into a Heads of Agreement or term sheet, completed all your pre-signing investigations and due diligence enquiries, and are now ready to proceed to executing the final documentation and finalise the deal.
It might be at this point that you feel like the deal is ‘won and done’ but there are probably still some closing deliverables and conditions that both parties need to attend to or that need to be satisfied before the deal is really ‘done’. Things such as obtaining government approvals, third-party consents, key employees signing new employment agreements are just some of the closing conditions that will need to be satisfied in order to finalise the deal. This is where our expert legal/advisory team can help – as closing big deals is their jam.

In merger + acquisitions, it is vital for both the buyer and seller to have an experienced M+A lawyer due to the extremely arduous and complex process.

Our expert advisors will negotiate on your behalf to ensure the terms of the sale purchase, or merge in your best interests and will then carefully either prepare or review the formal documentation on your behalf to make sure the documents reflect the deal as you understand it.

When entering a business deal, whether it be a sale or acquisition, parties will commonly use a Heads of Agreement, term sheet, or letter of intent to concisely record key terms between the parties and guide the documentation process.

Our legal team have experience in assisting hundreds of businesses draft and review pre-contractual documents and Heads of Agreement, and are highly skilled to negotiate the deal on your behalf.

When raising capital for your business an information memorandum’s [or IM] purpose is to motivate potential investors to funnel capital into your business. This can be done by sharing critical information about your business and providing investors with a comprehensive way of assessing the operation and profitability of your company. It is, however, important to ensure you keep the key company information that you provide to investors confidential. Our legal team can assist in preparing or reviewing a non-disclosure agreement that accompanies your IM and ensures your information is protected.

An M+A strategy will use the process of mergers and acquisitions to expand and grow your business and should be part of all business growth strategies. When there is no clear connection between an M+A strategy and growth strategy, deals may falter. That’s where our Legal team can help. We provide practical advice on your disposal or acquisition strategy, due diligence queries and requirements, appropriate structures for selling, purchasing or merging, integration of your business transfer, exiting founders, joint ventures, corporate finance and much more.

The sale of a business starts well before a contract is entered. Preparing a business for sale and ‘investor ready’ can involve a significant rethink of many facets of your business, from organising financials to streamlining processes.

Our expert advisory team can help get your business ‘sale and/or investor ready’ by providing reviews as well as restructuring advice.

Having a secure online data room is essential for any successful M+A transaction. An online data room will not only make accessing, organising and reviewing documents seamless, but it will also implement the best practices for safe file-keeping, provide a convenient centralised location for file access, communications and task-planning as well assist in streamlining the due diligence process for all parties involved. Our team’s in-depth legal insight is required to create and manage data rooms that are fit for purpose.

Under Australia’s foreign investment laws, investors may need to apply to the Foreign Investment Review Board [FIRB] before making investments in Australia. Our legal team can assess whether this applies to you and if applicable, assist in preparing your application.

Many buyers choose to cover their business for financial loss arising from a breach of warranties or indemnities given by the seller. Our team will advise on warranties and indemnities and where necessary, implement warranty and engagement insurance.