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Our lawyers have many years' experience in mergers and acquistions

Our extensive experience allows Laird Lawyers to assist with Mergers and Acquisitions. Mergers and Acquisitions fall into one or more of these 3 broad areas:

  • Share sales;
  • Asset sales; and
  • The sale of a business as a going concern

 

 

Mergers & Acquisitions Lawyer

Are you looking at purchasing shares or assets in a business or an entire business as a going concern? Our team of merger and acquisition lawyers at Laird Lawyers have many years of experience in this broad area of law and can assist with matters relating to the complexities of business sales and acquisitions.

  • Mergers and acquisitions fall into one or more of these 3 broad areas:
  • Share sales;
  • Asset sales; and
  • The sale of a business as a going concern.

 

Get In Touch With Our Merger & Acquisition Lawyers In Perth Today

If you require legal assistance to resolve any matters relating to business mergers and acquisitions, get in touch with the team of merger and acquisition lawyers at Laird Lawyers by calling (08) 6147 0865 today.


Business Mergers & Acquisitions

At Laird Lawyers, we do more than just draft a sale agreement. Our team of mergers and acquisition lawyers will walk you through the entire acquisition process to ensure the transaction is completed successfully. This process can be lengthy as it involves initial negotiations, structuring the transaction, drafting and reviewing sale agreements, performing due diligence, ensuring the sale settles and attending to various registrations and tax/duty assessments.

Business Acquisition Transactions

Before engaging in a business acquisition, it is important to take the following considerations into account:
– Business Value
– Operating Structure
– Regulatory Compliance
– Exit Strategies
– Tax/Duty implications
– General due diligence including the general risk profile of the business

The team of business acquisition lawyers at Laird Lawyers can assist you in ensuring the business transaction is right for you from a legal perspective.

Share Sales

Share sales can be a complex transaction. Factors impacting the complexity of share sale transactions include:
• Business value
• Size of a company
• Amount of shares being sold
• If a company is public or private
• Share classes and more

Shares Sales Involving a Public Company

If one of the parties is a publicly listed company, there is the added complexity of complying with the Corporations Act and ASX listing rules, which includes complying with continuous disclosure provisions, insider trading provisions, confidentiality prior to executing the agreement and if purchasing a significant portion of a public company, you must consider the 20% rule, which prevents you buying 20% of the voting power shares unless you satisfy an exemption.

Buying Shares in a Private Company

When buying or selling shares in a private company, there are still several considerations that need to be taken into account. A merger and acquisitions lawyer can help you navigate through these potentially complex factors and assist with the transaction itself.

Recently, our team of business acquisition lawyers were involved in the acquisition of 30% of a publicly listed company’s subsidiary (the sole asset of which being a mining tenement) with a further farm in option to acquire a larger interest in the company as the mine is developed.

On a much smaller scale, Laird Lawyers advised a small property management company with 2 shareholders/directors (both who worked in the company) on various clauses regarding one of the shareholders exiting the business, particularly around potential restraint of trade clauses impacting their ability to compete with the company.

Asset Sales

Sometimes a seller only wants to dispose of one side of the business or particular assets that are no longer needed. In these circumstances, it may not make sense to sell an interest in the company or the business as a going concern.

In addition to the acquisition of new assets, it may also be beneficial to restructure for risk minimisation by transferring assets from the operating business to an asset holding company to protect the assets from business creditors.

Our team of acquisition lawyers have advised a number of capital intensive companies on their structuring such that a company sells its assets to a related entity which then leases back the equipment to the business. Whilst it seems a simple strategy, there are additional considerations such as tax and PPSR registration to be taken into account.

Additionally, our lawyers have acted for a company that was “buying out” a competitor so had no need for their goodwill and decided just to purchase business’ assets to expand its own operation whilst the seller wound up.

Business Sales

Selling a business as a going concern means that all the business assets which are required to keep the business operating (such as intellectual property and goodwill) are transferred to the buyer. Business sales and purchases can be a stressful time for both parties. To minimise the stresses and the complexities of the business acquisition process, it’s important to seek advice from a merger and acquisition lawyer.

The benefit to selling a business as a going concern is that the purchase is not subject to GST, provided various conditions are met. Therefore, it is vital that the business sale agreement contains the required GST promises required by the tax law and states clearly it is a sale as a going concern.

Things to Consider When Acquiring or Selling a Business

An important consideration when acquiring a business is to ensure the proper protections are in place to ensure that the seller continues to operate the business from the contract date to the settlement date.

To ensure the business acquisition is successful, there are also many other considerations for a purchaser to take into account, including adequate due diligence clauses whether there needs to be a novation or transfer of other agreements, such as supply agreements, leases, employment contracts, etc.

For example, the acquisition lawyers at Laird Lawyers acted in a matter where a person purchased a hire business as a going concern but did not perform a detailed due diligence. There were various representations about the number of items being purchased but it did not come to light until a year later (and a year after significant losses) that the business actually owned significantly less assets than represented and it would be impossible to make the profit the seller claimed to be making.