Our team works on an integrated basis to bring a wide range of legal experience and industry knowledge to each transaction. This approach brings together the accumulated expertise we have in commercial, property and people issues, as well as what we have learned from assisting our clients with dispute resolution.
We offer a full range of pragmatic and innovative services in the purchase and sale of private and public companies and businesses, including:
- pre-transaction structuring and, where necessary, re-structuring
- targeted and general due diligence for both sellers and buyers
- transaction document drafting and negotiation
- regulatory compliance and approvals including the Australian Competition and Consumer Commission, the Australian Securities Exchange, the Australian Securities and Investments Commission, the Takeovers Panel and the Foreign Investment Review Board.
Our track record covers a range of industries, including telecommunications, industrial and safety products, manufacturing, property, financial services, gambling, hospitality and energy.
We provide due diligence advice and assistance to both sellers and buyers, in relation to share and asset transactions. Transactions have ranged from the small to the large, of listed and unlisted entities and for domestic and foreign clients. We have worked alongside and in co-operation with financial and other advisors.
Before undertaking legal due diligence, our key objectives are to:
- understand our client's key strategic issues relevant to the acquisition or disposition
- determine the relevant business risks faced by the target business, now and in the foreseeable future
- determine the priorities in due diligence (and particularly those having an impact on the purchase price)
- when acting for a potential buyer, clarify the key information to be ascertained from a review of the due diligence material.
This enables us to consider due diligence material in an efficient and effective manner and ensures that we report to our client in a manner consistent with our client's key objectives.
We provide assistance with the establishment of confidentiality and non-disclosure arrangements, set up of the data room, collation of due diligence documents, preparation of access protocols and management of the question and answer process.
We provide assistance with the establishment of materiality thresholds and identification of relevant risks, review of legal due diligence material provided by the seller, preparing and considering legal due diligence questions and answers from the target and its advisors and comprehensive or exception-based reporting of due diligence material (depending on our client's requirements), often under tight timeframes.
We can assist with public and private acquisitions and divestments including:
- acquisitions and disposals
- mergers and de-mergers
- public takeover bids and responses
- Takeover Panel and court proceedings
- shareholder and management buyouts
- schemes of arrangement and other shareholder approved acquisitions
- share buybacks
We advise on all aspects of both hostile and friendly public company takeovers, including advice on strategy, drafting takeover documentation or drafting and negotiating merger implementation agreements. Our advice covers the myriad of securities, regulatory, competition and foreign investment issues to ensure that the matter is dealt with effectively and that necessary approvals are obtained from the relevant regulatory authorities and courts.
We also advise on the purchase and sale of private companies and businesses including advice on strategy, restructuring, due diligence, transaction documentation and negotiation and the stamp duty implications of an acquisition.
We have helped structure, draft and negotiate a wide range of joint venture agreements in a variety of circumstances. Our team has assisted clients exit or re-structure existing agreements, both amicably and in contentious situations.
Our work on ventures has included incorporated and unincorporated joint ventures, partnerships, shareholder agreements and unit trust deeds, in various industry sectors.
Client success story
Lander & Rogers advised M2 Telecommunications Group Ltd (ASX: MTU) on its acquisition of Primus Telecom, including in relation to legal due diligence and review and negotiation of the purchase agreement. The acquisition made M2 the 5th largest telco in Australia.
We have also advised M2 in relation to numerous bolt on acquisitions, including:
We have assisted with all legal aspects of these transactions, including advice on transaction structure, due diligence, preparation and negotiation of transaction documents and stamp duty advice, often under tight time frames.
- the acquisition of shares in a private company
- the acquisition of two listed entities by way of scheme of arrangement (Orion Telecommunications Limited and People Telecom Limited)
- the acquisition of the Commander (company in liquidation) business assets.