Mergers & Acquisitions
With extensive experience in negotiating and closing business sales and share transactions, we narrow down the key issues quickly, thereby accelerating the negotiation process. We give definitive advice and help our clients assess commercial risk, which is why our clients trust us with their deals.
We cover all stages of private M&A, including:
Alvin Legal advises on A$1m insider share acquisition
Alvin Legal recently advised a Sydney-based corporate on its capital structure and Corporations Act 2001 (Cth) compliance, to enable an insider to acquire $1m of shares in the company.
The deal involved:
A merger usually involves the seller selling their business to the buyer, with the seller getting shares in the buyer, instead of cash.
An asset sale is where the seller sells business assets. The underlying ownership of the selling entity does not change. Only ownership of the assets being sold changes.
A share sale is where the shares in a company sold. Instead of the buyer buying business assets from the underlying company, the buyer instead buys shares in the underlying company from the owners of that company. This can either be a complete buyout or a partial buyout.
It is important to ensure that you get your corporate structure cleaned up before attempting to sell your business. Having an inadequate corporate structure could cause your deal to be delayed (until your restructure), fall over (due to delays) or cause you a poor tax outcome if the deal proceeds without restructuring.
In preparing for a sale, you should also go through a pre-sale process with a business broker to resolve any issues that may negatively affect the sale price.
The two transaction costs to keep in mind are GST and transfer duty.
GST will only be applicable to an asset sale if you buy business assets from the seller as stand-alone, and not all of the assets required to run the business. GST is not applicable to share transactions.
Since 1 July 2016, transfer duty does not apply to goodwill, intellectual property or plant and equipment in New South Wales. Transfer duty will apply to plant and equipment, however, if you are taking over the seller’s lease or buying an interest in land. In Queensland, transfer duty will apply to the entire purchase price.
If GST is applicable, then transfer duty will be calculated on the GST-inclusive amount.
A company may only financially assist a person acquire shares in the company if the company complies with Part 2J.3 of the Corporations Act 2001 (Cth) before proceeding with the transaction.