Mergers and acquisitions involve complex commercial decisions that can reshape ownership, control, and the future direction of a business. Clear legal guidance helps manage risk, structure transactions effectively, and support confident decision making throughout the deal process.
We help:
Advise on the legal and commercial implications of a proposed merger or acquisition
Navigate transaction structure, risk allocation, and control and governance considerations with clarity
Progress the transaction toward completion with confidence and control
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Mergers and acquisitions often involve heightened expectations, time pressure, and competing priorities between parties. You may be balancing growth opportunities, valuation concerns, and risk exposure, while also managing relationships with shareholders, management, and external advisers.
The transaction process can feel complex, particularly where negotiations evolve, due diligence uncovers issues, or deal structures change over time. It is not always clear which issues require immediate attention and which can be managed pragmatically as the transaction progresses.
We understand the commercial pressures that come with M&A transactions. We help you work through the legal and strategic considerations in a calm and practical way, so decisions are made with clarity and confidence as the transaction unfolds.
Our Services Include
Advising on the legal and commercial aspects of private mergers and acquisitions
Supporting transaction structuring, including share and asset acquisitions
Assisting with negotiations, due diligence, and information exchange
Preparing, reviewing, and negotiating transaction documentation
Advising on governance, shareholder, and control considerations
Guiding transactions through completion and post-completion arrangements
Our Difference
Accountability & Expertise
Every matter we handle comes with full accountability. You’ll deal directly with an expert – every time, no exceptions.
In Your Shoes
Understanding your unique circumstances and goals - so our advice is practical, personal, and never given in a vacuum.
Transparency & Communication
We speak your language. That means plain, clear advice - what’s happening, why it matters, and what comes next.
50+
Australian Based Team
4,000+
Matters Expertly Handled
10+
Awards & Industry Recognition
Our Process
Book Meeting Fill in the contact form below or call our office to book an initial consult. You can choose between an in-person or video conference.
Get Advice You’ll discuss your situation in depth with a senior lawyer. This includes exploring your requirements, goals, and desired outcomes. You’ll walk away from this meeting with a clear understanding of the next steps.
Achieve Outcomes Our legal team will work tirelessly to achieve your desired objectives. We work hard, communicate regularly, and pride ourselves on delivering results.
Book a Consult
Take the First Step Today
You don’t have to figure this out alone. Book an initial consult with our expert legal team and get clear answers about your situation.
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Andrew Henshaw
Managing Director
Award Winning Law Firm – Top Specialist Firm & Top Boutique Firm (Australasian Lawyer)
Mergers and Acquisitions: Keeping Value, Control and Risk in View
An acquisition can feel settled once the price has been agreed. In practice, whether the deal preserves its value often depends on details that are still unresolved: what is being acquired, which consents are needed, what liabilities stay with the business and who controls key decisions before and after completion.
Involving mergers and acquisitions lawyers before key terms are finalised can help buyers and sellers resolve the legal and commercial issues while there is still room to negotiate. The transaction structure, due diligence process and transaction documents can all shape price, timing, leverage and risk.
Before the term sheet narrows your options
A term sheet or heads of agreement can lock in more than the parties intend. Even where it is mostly non-binding, it often sets the commercial tone for price, exclusivity, timing, confidentiality and how particular risks will be allocated.
The first question is usually whether the deal should be structured around shares, assets or another arrangement. A share acquisition and an asset acquisition can produce very different outcomes.
In a share acquisition, the buyer usually acquires shares in a company that already carries its contracts, employees, liabilities, records, tax history and commercial relationships. In an asset acquisition, the buyer usually chooses which assets and liabilities it will acquire or assume, but contracts, leases, licences, employees and customer arrangements may need to be transferred separately.
Before signing, the parties should usually be clear on:
What is included and excluded from the deal
Whether shareholder, financier, landlord, franchisor or key customer consent is needed
How working capital, debt, cash, stock or completion accounts affect the price
Whether any earn-out or deferred payment can be measured objectively
What warranties, indemnities, liability caps and time limits are being negotiated
Which obligations will continue after completion.
A mergers and acquisitions lawyer can help identify which points should be dealt with before signing or made conditions to completion, rather than left as loose “commercial issues” to resolve later.
Due diligence should change the deal where needed
Due diligence should do more than collect documents for review. It should test whether the buyer is getting what it thinks it is buying, and whether the documents need to change because of what has been found.
A buyer may need to review financial records, material contracts, leases, intellectual property, employee issues, PPSR registrations, disputes, tax, insurance, customer concentration and related-party dealings. If the review uncovers a risk, the answer might be a price adjustment, specific indemnity, retention, condition precedent or disclosure note.
Sellers should also treat disclosure as part of the negotiation, not an administrative task. If disclosure is late, incomplete or disorganised, the M&A transaction can slow down and the buyer may push for broader warranties than the seller expected to give. A well-prepared disclosure letter can also reduce later arguments about what the buyer knew before completion.
Post-completion control can affect the price
Many private mergers and acquisitions do not end neatly at completion. A founder may stay involved for six months, existing management may remain in place, and part of the price may depend on future revenue, profit or client retention.
Those arrangements need careful drafting because the person controlling the business after completion may also control the information and decisions that determine whether more money is paid. Earn-out provisions should deal with access to information, accounting methods, ordinary-course decisions, customer handover, spending controls and what happens if the parties disagree.
Completion should also be planned as a handover process, not treated as a single payment step. Depending on the structure, it may involve share or asset transfers, board approvals, ASIC and company register updates, lease or contract consents, release of security, payment steps, handover arrangements and access to systems, records and bank accounts.
How Velocity Legal can help
Velocity Legal’s commercial lawyers assist buyers, sellers, business owners and advisers with mergers and acquisitions, including transaction structure, due diligence, negotiation, transaction documents, risk allocation, shareholder and governance issues, completion planning and post-completion obligations.
If you need a business acquisition lawyer or acquisition lawyer for a transaction, contact Velocity Legal before signing a heads of agreement, agreeing to key terms, or finalising any completion conditions. Read Less
Frequently Asked Questions
What is the difference between a merger and an acquisition?
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A merger generally involves combining businesses or operations, while an acquisition involves one party acquiring ownership or control of another. The structure and legal implications can vary depending on the transaction structure, the commercial objectives of the parties, and whether the transaction involves private entities.
When should legal advice be obtained during an M&A transaction?
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It is often helpful to obtain legal advice at an early stage, particularly before terms are agreed or documents are signed. Early advice can help identify risks, clarify appropriate transaction structure, and support smoother negotiations as the transaction progresses.
What role does due diligence play in mergers and acquisitions?
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Due diligence helps identify legal, financial, and operational issues that may affect the transaction or its value. Understanding these issues early allows parties to assess risk, adjust terms, inform pricing or structure, or plan how issues will be managed post-completion.
Do all mergers and acquisitions follow the same process?
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No. M&A transactions can vary significantly depending on the size of the deal, the parties involved, and the transaction structure. Each transaction requires a tailored approach to reflect its specific commercial and legal context and the objectives of the private parties involved.
What happens after completion of an M&A transaction?
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After completion, there may be ongoing obligations such as transitional arrangements, governance changes, or post-completion adjustments. Understanding these obligations helps ensure the transaction delivers the intended commercial outcome for the parties involved.
Take the First Step Today
You don’t have to figure this out alone. Book an initial consult with our expert legal team and get clear answers about your situation.
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