Mergers and Acquisitions
Successful mergers and acquisitions involve navigating a complex landscape of strategic, commercial and legal issues. We will find the best way to achieve your deal objectives.
Our mergers and acquisitions (M&A) lawyers have decades of experience in domestic and international transactions. We simplify the complex and provide advice that’s clear, comprehensive and commercial.
We also support our clients in other key areas relevant to the transaction, such as competition, employment, real estate, IP and data protection. We can scale resources based on need and use leading technology to facilitate seamless and efficient collaboration with our clients.
Our M&A lawyers act for clients in a variety of sectors – including engineering, retail, telecommunications, banking and insurance.
Acquisitions and Divestments
The purchase or sale of a business or shares warrants specialised legal support. Our M&A lawyers have a holistic and commercial perspective grounded in lengthy experience working for both buyers and sellers. We carefully manage transactions with your goals in mind, whether it’s to grow, exit or restructure.
Our expertise and services include:
- Advising on appropriate deal structure
- Facilitating digital document management and due diligence solutions
- Preparing and negotiating transaction documents
- Implementing warranty and indemnity insurance
- Regulatory issues such as competition law and foreign investment regulations
- Transaction management and completion
Takeovers and Schemes of Arrangement
Takeovers are vitally important transactions which are often complex, time critical and publicly scrutinised. Our highly-experienced team can navigate competing issues while dealing efficiently and effectively with the unexpected. We work closely with our clients to recommend the best strategy, manage stakeholders and ensure the process runs smoothly.
Our expertise includes:
- Strategic advice on takeover strategies
- Executing takeover bids/schemes of arrangement
- Advising on takeover defences
- Managing regulators
- Undertaking takeovers panel proceedings
The M&A Journey
Our team along with our firm’s financial advisors will assist the client with performing a due diligence on the compliance of the company to be acquired or merged with. This includes determining the actual value of the assets, business and the goodwill of the company.
We will assist our client to restructure their company or group of companies to achieve the minimum tax implication and to ensure the client’s rights are adequately protected in the merger or acquisition.
We shall draft and negotiate the necessary agreements to give effect to the merger and acquisition including but not limited to:
- The sale of shares agreement/s;
- The on-sell of shares agreements;
- The sale of business agreement;
- The sale of assets agreement; and
- The sale of property agreement (if applicable).
Our tax law attorneys will provide detailed tax opinions on the effect of the merger or acquisition. They will advise if there is any legal mechanism to minimise the tax consequences of the merger and acquisition and shall advise accordingly.
Our competition law attorneys will advise if any merger or acquisition may be anti-competitive and will further advise and assist in the drafting of the proposal to the competition commission should it be necessary for the client to obtain the consent of the competition commission to proceed.
Joint Ownership Arrangements
Collaborating with likeminded owners can take a business to the next level. Our M&A lawyers can assist by creating an ownership structure that promotes certainty and clarity between the owners. We focus on the most pressing issues and risks and help facilitate the consensus needed to formalise your arrangements.
Our expertise includes:
- Negotiation and drafting of agreements
- Advising on equity and debt arrangements