Private M&A

We Make Great Deals Happen

Private
Mergers & Acquisitions

Whether you are buying or selling a business or shares in a private company, you will proceed with confidence with us. We have negotiated and countless seven- and eight-figure deals, and we are ready to assist you.

Private
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:

Term sheets

Due diligence

Business purchase / sale agreements

Share purchase / sale agreements

Share subscription agreements

Option / warrant agreements

Recent Experience

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:

  • splitting the company’s ordinary shares, to allow the desired number of shares to be acquired;
  • ensuring compliance with the financial assistance requirements in the Corporations Act 2001 (Cth), as the deal involved the company giving the insider financial assistance to acquire the shares; and
  • putting in place a new shareholders’ deed to take effect from completion of the deal.
The insider share acquisition was an important step in the growth of the company, as the company was able to incentivise top talent and align the company and the insider’s interests.

FAQ's

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.

Articles

Blog
Alvin Khoury

Selective Share Buy-Backs Explained

A selective share buy-back involves a reduction in capital, and as such the company must comply with Part 2J.1 of the Corporations Act (Cth) before proceeding with the transaction.

Read More »

Learn more about how we will support your next business deal