Private M&A—Australia—Q&A guide
Private M&A—Australia—Q&A guide

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Private M&A—Australia—Q&A guide
  • 1. How are acquisitions and disposals of privately owned companies, businesses or assets structured in your jurisdiction? What might a typical transaction process involve and how long does it usually take?
  • 2. Which laws regulate private acquisitions and disposals in your jurisdiction? Must the acquisition of shares in a company, a business or assets be governed by local law?
  • 3. What legal title to shares in a company, a business or assets does a buyer acquire? Is this legal title prescribed by law or can the level of assurance be negotiated by a buyer? Does legal title to shares in a company, a business or assets transfer automatically by operation of law? Is there a difference between legal and beneficial title?
  • 4. Specifically in relation to the acquisition or disposal of shares in a company, where there are multiple sellers, must everyone agree to sell for the buyer to acquire all shares? If not, how can minority sellers that refuse to sell be squeezed out or dragged along by a buyer?
  • 5. Specifically in relation to the acquisition or disposal of a business, are there any assets or liabilities that cannot be excluded from the transaction by agreement between the parties? Are there any consents commonly required to be obtained or notifications to be made in order to effect the transfer of assets or liabilities in a business transfer?
  • 6. Are there any legal, regulatory or governmental restrictions on the transfer of shares in a company, a business or assets in your jurisdiction? Do transactions in particular industries require consent from specific regulators or a governmental body? Are transactions commonly subject to any public or national interest considerations?
  • 7. Are any other third-party consents commonly required?
  • 8. Must regulatory filings be made or registration (or other official) fees paid to acquire shares in a company, a business or assets in your jurisdiction?
  • 9. In addition to external lawyers, which advisers might a buyer or a seller customarily appoint to assist with a transaction? Are there any typical terms of appointment of such advisers?
  • More...

Private M&A—Australia—Q&A guide

This Practice Note contains a jurisdiction-specific Q&A guide to Private M&A in Australia published as part of the Lexology Getting the Deal Through series by Law Business Research (published: July 2020).

Authors: MinterEllison—Michael Wallin; Jessica Perry; Andrew Jiang

1. How are acquisitions and disposals of privately owned companies, businesses or assets structured in your jurisdiction? What might a typical transaction process involve and how long does it usually take?

The duration and complexity of the sale process differs depending on whether the seller is running a competitive sale process and on the size and nature of the transaction. A common deal timetable for a competitive process would be as follows:

  1. seller’s due diligence and transaction documents: preparation of an information memorandum, legal and financial due diligence reports, relevant financial modelling and sale agreement (up to eight weeks);

  2. indicative proposals: after the negotiation of the relevant confidentiality agreements, interested buyers are provided access to certain of the due diligence materials and invited to submit an indicative first offer (three weeks);

  3. binding proposals: bidders who are invited into the second round are provided a shorter period in which to undertake confirmatory due diligence, and may be offered meetings with management and the seller’s legal and financial advisers. Bidders are then invited to submit their binding offer, which will usually annex a marked-up version of the sale agreement

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