Transactions (sale of business or assets)

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Transactions can be exciting, but it can be easy to fall into legal traps. We help you to navigate the transaction and achieve the best possible commercial outcome.

Business transactions come in different shapes and sizes. Some of the variables include:

  • transaction type – sale of shares, sale of units, sale of a business, sale of assets, joint venture or merger;
  • price structure – as one example, the price may be paid after settlement based on the post-settlement performance of the business (i.e. an ‘earn out’ arrangement); and
  • commercial teams – the commercial terms of the deal can give a transaction its own unique flavour. The possibilities are endless, as the precise intentions of the parties will dictate the boundaries of the legal rights and obligations of the parties. 

We offer the full suite of support for business transactions. This includes:

  • pre-transaction preparation;
  • initial negotiations and due diligence support;
  • contract preparation, refinement and execution; and
  • support with the pathway to Completion. 

Approach

We have an enviable track record with business transactions.

Our usual approach is to:

  • provide a clear and transparent quote;
  • collaborate with you to understand your objectives and pressure points for the transaction;
  • develop a transaction strategy based on your objectives; and
  • implement the transaction strategy (including preparing or reviewing transaction contracts), and adapt when necessary.

Our approach is unashamedly pragmatic and commercially minded. We view the legal issues with the commercial backdrop in mind. We don’t let irrelevant technicalities (or our ego) get in the way of securing your desired outcome.

Our advice is clear, simple and actionable. Legal jargon can impair your ability to make good decisions. So, we focus on cutting through the complexity and allowing you to see the full picture.

We tailor our approach depending on the deal. Some transactions require open and transparent collaboration with the other side. Others require tenacious and robust negotiations. We appreciate that a carefully tailored approach can make the difference between a deal proceeding or falling over.

Whatever the nature of the deal, you will want us in your corner and not on the other side.

Lead Contact

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FAQ

What are common Seller objectives?

Objectives vary considerably, and each transaction is unique. However, Sellers are usually keen to maximise the amount of money they walk away with, and simultaneously reduce the prospects of a claim being made against them after completion of the transaction.

What are common Buyer objectives?

Objectives vary considerably, and each transaction is unique. However, Buyers commonly seek to ensure that they will receive exactly what was promised, and that they have an avenue to make a legal claim if they identify issues with the business after completion of the transaction.

How long do transactions usually take?

Transactions come in all shapes and sizes. Some are completed within weeks of the initial discussions taking place. Others take several months to even get to the stage of signing a contract. The variables that impact time frames include:

  • the extensiveness of the due diligence process undertaken by the Buyer;
  • the risk profile of the relevant business;
  • the number of third party consents required (e.g. landlord, supplier, franchisor and customer consents to the transaction);
  • the nature of the workforce for the business and the related
  • employment transfer considerations; and
  • the risk appetite of the parties.

What size deals do you advise on?

We advise on transactions of all shapes and sizes.

We take pride in ensuring that our clients receive prompt service and the highest quality of work irrespective of whether the deal value is $100,000,000 or $100,000.

What are common traps that people fall into?

There are too many to list. Some of the common ones include:- getting advice too late in the piece (e.g. after a Term Sheet has been signed which locks in the key commercial terms);

  • overlooking third party aspects (e.g. the need to get consent from a landlord or franchisor);
  • not being careful with contract wording – the devil is in the detail;
  • focusing just on what is in the contract and overlooking what is missing;
  • losing perspective – it is important to keep the big picture in mind, as smaller insignificant details should not get in the way of achieving your more important commercial objectives; and
  • poor negotiation tactics – usually by either being too forceful or not strong enough during negotiations.

How do you charge?

Trust is one of our core values. We pride ourselves on not causing 'bill shock'. Our usual approach is to provide you with a clear and transparent fee quote to ensure that there are no surprises. You can then make an informed decision about whether you want to proceed or not.

What is an "earn out"?

An earn out involves the seller receiving an amount of money, with the amount determined based on financial performance after completion / settlement. These arrangements are complex and we recommend obtaining legal advice about them.

What happens at Settlement / Completion?

Settlement / Completion is when the parties complete the various completion obligations in the contract and legal ownership of the business or asset is transferred to the Buyer. The complexity and nature of the completion obligations depends on the specific transaction, but can include things such as: payment of the purchase price, transfer of a business name, finalisation of a lease transfer, and release of security interests.

Nowadays, settlements commonly take place remotely by way of email correspondence between solicitors. This is usually our preference as it can enable our clients to save time and money without compromising on the outcome.

Transactions (sale of business or assets)

Jess Hill

Director

Greg Thomas

Director

Daniel Darling-Filby

Senior Associate

Edward Hart

Associate

Lauren Gross

Associate

Fill in the form and someone from our team will be in contact shortly. Find our addresses below

PO Box 13255, Law Courts VIC 8010

Level 49, 360 Elizabeth Street, Melbourne VIC 3000

Level 10, 580 George Street,
Sydney NSW 2000

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