Commercial Transactions

Mergers and Acquisitions

From initial due diligence and negotiation of heads of terms, through to documentation and completion, we have the expertise to work with you through the entire merger / acquisition process. Particularly, we are able to advise in relation to:

• sale and purchase of businesses and companies;
• due diligence, contract negotiation and documentation;
• seeking regulatory approval where required (including Foreign Investment Review Board and Australian Competition and Consumer Commission approvals);
• attending to the completion / settlement of a transaction; and
• all ancillary aspects of a transaction including lease assignments, financing, releases of security, intellectual property, transfer of employment and regulatory approvals.

Commercial Contracting

We are able to efficiently assist with the documentation of any agreement or commercial arrangement that may be relevant to your business.

Structure and Governance

We provide tailored advice on the most effective business structure for your business or investment. We closely consider your circumstances such as the size and nature of the business, the number of key stakeholders, succession and asset protection considerations and any specific plans for the future.

Particularly, we are able to advise in relation to:

• companies;
• incorporated and unincorporated joint ventures;
• partnerships;
• start-ups, venture capital and private equity; and
• fixed and discretionary trusts.

We can also assist with preparing and negotiating documents required to govern the chosen business structure including shareholders’ agreements, partnership agreements, unit holders’ agreements and joint venture agreements.

Corporate Law

Company law compliance

The Corporations Act regulates the way in which companies must operate in Australia. It contains specific provisions regulating a range of matters impacting upon public and private companies including:

• governance of a company;
• capital reorganisation;
• dividend distribution;
• share restructures (issuing, cancelling, buying back, splitting and varying rights in respect of, shares);
• private and public capital raising;
• directors’ duties;
• shareholders’ rights; and
• company secretarial requirements.

We can advise on whether a particular transaction or commercial objective will be regulated by company law considerations and if so, develop strategies with you to comply and maintain compliance over time.

Listed companies

We are able to assist publicly listed companies on compliance with relevant stock exchange rules whether arising as a result of a contemplated transaction or on an ongoing / day to day basis.

Property and Construction

We provide advice in relation to a range of ‘front end’ building and construction related matters including:

• site acquisition and due diligence;
• Foreign Investment Review Board approvals for foreign developers;
• negotiating, reviewing and preparing building contracts for a range of applications; and
• advice on related documentation including development management agreements, contractor agreements, design and construct contracts and joint venture development arrangements.

We have the expertise to also assist with a range of ancillary considerations when undertaking a development project such as:

• preparing project governance agreements as between project funders;
• taxation (including goods and services tax, capital gains tax and stamp duty);
• financing (ensuring that the project is ‘bankable’); and
• project completion and sale.

We can also assist with a range of property related matters including sales and purchases of residential and commercial real estate and commercial leasing.

Financial Services

We provide advice to assist business operating in the financial services sector, including:

• Australian financial services licence (AFSL) applications;
• authorised representative arrangements;
• ongoing regulatory compliance;
• AFSL variations, ASIC relief applications and class orders;
• managed fund establishment (either registered or unregistered); and
• investment manager arrangements.