Mergers, acquisitions and commercial transactions
Our experience and deep understanding of commercial transactions guides our services in mergers and acquisitions.
We recognise the need to provide clear and accurate commercial and taxation advice in relation to all aspects of mergers and acquisitions. We work with our clients at the outset to map out all of the issues that may need to be addresed throughout the whole transaction, rather than merely addressing problems as they arise. We look towards the future operation of the business.
At the start of a matter, we set up a plan to consider and address issues including confidentiality, structuring, acquisition of the business or of shares, tax and stamp duty implications, employment arrangements, contracts and property. Often, there will be issues arising which are outside of our clients' initial expectations, but which need to be dealt with professionally and effectively.
Buying and Selling Businesses and Assets
We provide clear, accurate and timely advice in relation to buying or selling businesses, whether through transfer of assets or of the underlying ownership. We prepare confidentiality deeds, business sale agreements, deeds of restraint, deeds of assignment, executive employment agreements and other related documents. We advise on transactions in relation to shares in companies and units in unit trusts. We prepare share purchase agreements and the necessary documentation for disposal of shares, share cancellations, share buybacks and new share issues. We regularly negotiate and prepare business sale and share purchase agreements in relation to a variety of commercial undertakings.
Any merger or an acquisition requires a comprehensive research of the target company. Diligently gathering information is critical to identifying areas that need protection or potential risk areas in an acquisition. We assist with all aspects of due diligence, including reviewing key contracts and leases, undertaking trade mark and business name searches, undertaking court searches and advising on potential tax implications of past transactions.
We plan and implement internal restructures of businesses and companies, whether through share restructures or transferring assets. Restructuring involves many of the same considerations as an arms-length transaction, and will often be undertaken in anticipation of a merger or acquisition, or in conjunction with succession planning advice.
We advise in relation to capital raisings for both public and private companies. We also provide advice in relation to potential breaches of competition laws and industry specific laws, as well as directors' duties and corporate governance.
We advise on tax issues including income tax, GST, State taxes including stamp duty, and employment taxes including FBT and payroll tax. We also advise on superannuation for businesses and individuals.