Selling or buying a business is always a significant commercial decision. The legal work underpinning the transaction needs to protect your interests, identify and manage risk, and most importantly, close the deal.

We act for both sellers and buyers across a range of transaction structures, including share sales, asset sales, and management buyouts. Our role typically covers structuring the transaction, conducting or responding to due diligence, drafting and negotiating the sale agreement, and managing the legal process through to completion.

We have advised on business sales and transitions across a range of sectors, including natural resources, higher education, construction, technology, and consumer goods. Every transaction is different, but our approach is consistent: understand the commercial objectives first, then build the legal framework around them.

Recent matters our Principal Lawyer, Pippin Barry, has advised on include the purchase of a significant quarry for a resources business in Victoria and the sale of a client’s long-held IT advisory firm.

Read more about buying a business in Australia or selling a business in Australia.

We regularly act for the buy side of transactions. If you are a private investor, family office, or corporate acquirer looking to acquire a business or take a strategic stake, we can help you evaluate the opportunity from a legal perspective and to execute the deal.

Our work for investors typically includes conducting legal due diligence on target companies, structuring and negotiating the acquisition, drafting shareholder agreements and governance frameworks for the acquired business, and advising on post-acquisition integration and ongoing portfolio management.

We also advise investors who hold interests across multiple businesses. This includes structuring holding company arrangements, managing shareholder relationships across portfolio companies, and advising on entry and exit strategies.

Recently, most of our work on this front has focussed on assisting newly formed PE funds who are looking to invest and aggregate B2C businesses in Australia.

A well-drafted shareholder agreement is one of the most important documents a business can have. It sets out how decisions are made, how disputes are resolved, and what happens when a shareholder wants to leave or a new one wants to join.

We draft and negotiate shareholder agreements for businesses at every stage, from two co-founders starting out to established companies bringing on investors or restructuring their ownership. We also advise when existing shareholder arrangements need to be updated, whether because the business has grown, the relationship between shareholders has changed, or a new investor is coming on board.

Where shareholder relationships become strained, we help our clients find practical resolutions. Our preference is always to resolve these matters commercially rather than through litigation, and a good shareholder agreement makes that significantly easier.

Recent matters we have been involved with include a major shareholder renegotiation during a Series A fundraise for a green tech startup, assisting management of a construction firm establish a new shareholder agreement with a key investor, and helping three co-founders of a tech company implement a light-touch agreement prior to their seed raise.

Raising capital can be long and stressful road for founders.  The right legal support removes obstacles and keeps your raise on track.  

We advise companies across the full spectrum of capital raising, from pre-seed rounds using SAFEs and convertible notes through to Series A and later equity rounds. Our work typically covers structuring the raise, drafting and negotiating investment documentation (including SAFEs, convertible note agreements, subscription agreements, and term sheets), advising on ASIC regulatory requirements and disclosure obligations, and establishing the governance framework for the post-raise company.

We have acted on raises for companies in consumer goods, SAAS, cleantech and deep tech. In many cases, the capital raise is one part of a broader engagement that also includes shareholder agreements, employee share schemes, and IP protection.

Read more about capital raising for Australian companies.

Good governance is not just for large companies. As a business grows, the decisions its directors make become more consequential, and the regulatory environment becomes more complex.

We advise on board composition and governance frameworks, regulatory compliance obligations, solvency assessments and restructuring, and ongoing corporate advisory matters. For many of our clients, governance advice is part of an ongoing relationship that begins with a transaction and continues as the business evolves.