GRM LAW: Business Sale & Acquisition Legal Services Australia

Transaction Structuring & Strategy

Choosing the right structure is fundamental. We advise on:

• Share Sales vs. Asset Sales: Analyzing the legal, commercial, and tax implications of each structure.
• Optimal Entity Structuring: Assisting with the setup or use of companies, trusts, or other vehicles for acquisition or holding purposes.
• Deal Strategy: Providing early-stage advice on heads of agreement, term sheets, exclusivity arrangements, and preliminary negotiations.

Due Diligence

Thorough due diligence is critical to identify risks and inform negotiations. We offer:

• Buyer Due Diligence: Comprehensive legal review of the target business/company, covering corporate structure, contracts (customer, supplier, employment), assets, leases, intellectual property, litigation, compliance, and more.
• Vendor Due Diligence (VDD): Assisting sellers in preparing for buyer scrutiny by identifying and addressing potential issues upfront, streamlining the sale process.
• Data Room Management: Advising on the setup and management of virtual data rooms.

Contract Drafting & Negotiation

We draft and negotiate all key transaction documents with precision and commercial acumen:

• Share Purchase Agreements (SPAs) and Business/Asset Purchase Agreements (APAs).
• Negotiating critical terms: purchase price adjustments, warranties and indemnities, liability caps and thresholds, conditions precedent, completion mechanics, and restrictive covenants.
• Ancillary Documents: Drafting or reviewing transitional services agreements, employment/consultancy agreements for key personnel, escrow agreements, and security documents if vendor finance is involved.

Shareholder, Partnership & Joint Venture Agreements

For acquisitions involving multiple parties or ongoing relationships, we assist with:

• Drafting and negotiating shareholder agreements for acquiring companies.
• Structuring partnership agreements if applicable.
• Establishing joint venture agreements for co-investment or post-acquisition operations.

Regulatory Approvals & Compliance

Navigating the regulatory landscape is essential. We assist with:

• Foreign Investment Review Board (FIRB) applications for foreign buyers.
• Australian Competition and Consumer Commission (ACCC) merger clearance or informal notifications if required.
• Industry-specific regulatory approvals and licensing transfers (e.g., financial services, liquor licensing).
• Compliance with Corporations Act requirements and ASX Listing Rules (if applicable).

Completion & Post-Completion

We manage the final stages of the transaction and beyond:

• Overseeing the completion process and ensuring all conditions are met.
• Assisting with post-completion integration matters, including employee transfers and contract assignments/novations.
• Managing warranty claims and earn-out calculations if applicable.

Ready to Discuss Your Business Transaction?

Contact GRM LAW today for expert legal support tailored to your specific acquisition or sale needs.