A Merger refers to when two or more businesses join to operate as a single entity or joint venture. An Acquisition is slightly different and refers to when one business purchases and subsumes another. It is important to have the right documentation in place and undertake sufficient investigations when a business is considering acquiring or merging with another entity. Mergers and Acquisitions come with a degree of uncertainty than can sometimes turn into liability, so it is important for a business to sufficiently protect its rights.
Each and every transaction is unique, but a typical merger or acquisition of a business would mean that you would absorb the assets, debts and employees of that particular business. They are generally carried out in a high pressure environment that requires a quick turnaround for the transactional work. M&A Lawyers can act for both purchasers and vendors across a wide range of industries including financial services, transport, technology and media. There are a number of factors to be taken into account with any merger or acquisition including intellectual property, competition, regulation and corporate finance.
We can advise on a wide range of merger and acquisition matters including:
- Executing and defending takeover bids, including advising investors on takeover developments and strategies
- Asset acquisitions and disposals, drafting and negotiating share and asset sales agreements
- Drafting letters of offer, heads of agreement, terms sheets, and other legal relationship agreements
- Complex share or asset acquisitions and divestitures, including cross-border transactions and complex private equity structuring, and leveraged buy-outs
- Shareholders agreements relating to director remuneration and indemnity, director appointment and removal, shareholder responsibilities and roles, funding of the company, loans and guarantees, and dispute resolution procedures
- Business succession planning including buy/sell option agreements
- Business incorporation and restructuring for asset protection
- Corporate governance and tax advice
- Ensuring compliance with the requirements of regulatory bodies such as the Australian Competition and Consumer Commission (ACCC), Australian Securities and Investment Commission (ASIC), Australian Securities Exchange (ASX) and the Foreign Investment Review Board (FIRDB)