Written by a highly experienced team of practitioners, this book provides a much-needed insight into M&A agreements in Australia. It addresses the negotiation of key clauses in merger and acquisition transactions from start to completion. It details, chapter by chapter, the typical underlying commercial considerations and critical issues behind the identified clauses and then sets out what may be considered standard or appropriate approaches to such clauses.
In doing so, it fills a gap in the existing literature: an absence of the practical treatment of M&A agreements in the Australian market, despite the importance of M&A to the economy and the prevalence of M&A agreements.
The book serves two purposes: a conceptual purpose, to show how a complex legal transaction can be traced to underlying commercial considerations; and a pedagogic purpose, to highlight the underlying structure of an important transactional instrument: the M&A contract.
This highly practical resource will be essential reading for company directors, lawyers, bankers, and students.
Preface
Contributors
Table of Cases
Table of Statutes
Introduction by Diane Smith-Gander AO
1. Keeping Secrets: Confidentiality
Andrew Pascoe
2. Holding Steady: Standstill Arrangements
Jeremy Wickens
3. Going Exclusive: Deal Protection
Scott Gibson, Hedley Roost and Cameron Bill
4. Minding the Store: Conduct of Business Covenants
Nigel Hunt and Caitlin Morris
5. Promises, Promises: Warranties
Paul Branston and Panashi Devchand
6. Show Me the Money: Indemnities
Michael Lishman
7. Mind the Gap: Limitations of Liability
Justin Harris and Paul Vinci
8. Money Matters: Finance and Purchase Price Adjustment
Mark Paganin and Chris Branston
9. Are We there Yet? Conditions Precedent in Public M&A
James Nicholls, Anthony Papamatheos and Kirsty Hall
10. Get Me Out of Here: Termination Rights for Material Adverse Change and Material Breach
James Sippe
11. Death and… Tax Issues
Nick Heggart and Tristan Boyd
Getting the Deal Done addresses the content of the key clauses relevant to M&A transactions in a series of essays edited by notable M&A intellects Kanaga Dharmananda SC, Emma Scotney, and James Sippe. Authored by some of Australia’s foremost hands-on practitioners in this complex area of law, the essays cover each of the critical clauses common to all M&A transactions.
As one might expect of an expert text edited by this trilogy of intellectuals, Getting the Deal Done has a strong paedagogic flavour. What delights the reader, however, is the underlying commercial practicality of the text. The connection between the complexities of the legal transaction and the underlying commercial considerations of the parties is effortlessly illustrated in each of the 11 chapters, making the book practical and accessible for industry professionals as well as lawyers.
The strong and competent hands of the editors are reflected in the consistency of tone across the chapters. Overall the text is accessible and easy to read. Each chapter is delightfully headed with popular references and concludes with a summary of the key points made. Checklists provide a simple reminder of the topics covered in each chapter. Read full review…
Jessica Henderson, Brief, Law Society of Western Australia, August 2024
The book is a unique accomplishment – it achieves the fine balance between the theoretical and the highly practical. Accordingly, it provides a conceptual roadmap for the reader in negotiating and navigating the issues. The ability of the authors to present the material in a clear and straightforward manner ensures that students, legal and financial advisers, bankers and corporate principals will find it a valuable source of information and guidance.
David Kim, Law Institute Journal (VIC), Jan/Feb 2024
