Mergers & Acquisitions
One of the most critical activities that a Board and its executive team can face is the need to successfully manage a merger, acquisition or divestment of a business or its assets or the raising of equity capital. Normally the best outcome for shareholders and management is achieved by securing experienced external advice which is focused towards your interests and needs, and which is available on a 24/7 basis until the transaction is completed.
Mergers, acquisitions, divestments and capital raisings have always been an important part of the legal services of the principal of Seftcorp Law, Grant Sefton. His experience has been gained over 32 years in acquiring or divesting of a wide range of companies and businesses throughout Newcastle, the Hunter Valley and Australia.
Our approach is to apply professional, objective, practical, logical, clear and flexible solutions to transaction issues. We think ‘outside the square’ when appropriate and apply the energy needed to successfully complete the transaction.
The best outcome for an M&A transaction or capital raising is normally achieved by combining the existing skills and resources within the client organisation with the experience and resources of legal, corporate advisory, accounting, financial, risk management and other service providers. Seftcorp Law is committed to facilitating great teamwork and communication between the client’s internal team and other service providers, without professional rivalry.
Until recently Grant served on the ‘Deal Makers’ steering committee of IR Global, one of the fastest growing professional service firm networks in the world. Grant is a long-standing member of IR Global, where members provide legal, accountancy and financial advice to companies and individuals across 150 jurisdictions throughout the world.
Our mergers & acquisition services and capabilities include:
- Business Structures – review of, advising on, amending and implementing business structures including establishment and demobilising of companies, joint ventures, partnerships and trusts
- Business succession – advising businesses entities and high net worth individuals on succession strategies including successful exits
- Capital raisings – advising, structuring, documenting and negotiating capital raisings including assistance to secure investors, purchasers, vendors, capital providers and financiers
- Competition and consumer law – advising on restrictive trade practices and consumer law issues as they apply to M&As, including applications for approvals and consents from the Australian Competition & Consumer Commission
- Corporations law – advising on corporate law issues as they apply to M&A transactions and officeholders, including preparation and filing of necessary regulatory documentation
- Dispute resolution – resolving commercial disputes that may arise in connection with an M&A transaction or that may require an M&A transaction to resolve, including shareholder and partnership disputes
- Documentation – Preparing, negotiating and reviewing transaction documents including subscription agreements, share sale agreement, business asset sale agreements, shareholder agreements, unitholder agreements, transitional service agreements, restrictive covenants and governance documents such as ASIC forms, Constitutions, shareholder/director minutes and indemnities & releases
- Due Diligence – assistance with due diligence of transactions
- Employee/Executive Share Plans – advice on and drafting and reviewing employee or executive share plans
- International transactions – advising on international mergers & acquisitions, the establishment, acquisition or divestment of foreign entities, foreign investment into Australia and the introduction of clients to foreign legal, accounting and financial advisers, mainly through the membership of Seftcorp Law of the international network, IR Global – see https://irglobal.com/
- Personal Property Securities Reform – advising on and registering security interests under the PPSR
- Shareholder/Director/Stakeholder Liaison – maintaining appropriate communication and liaison about the transaction with shareholders, directors and other key stakeholders.
- Structuring the Transaction – advising on the effective structuring of the transaction to meet the needs of the client and other stakeholders and to ensure there is a successful outcome in accordance with all regulatory requirements
- The Team – assisting with preparing and the co-ordination of the right internal and external team for the transaction
Samples of Work
Major past work in mergers & acquisitions legal services includes:
- Acting for Sportscover in the sale by it of a managing agency for a Lloyd’s of London syndicate, including drafting and negotiation of share sale agreement and other transaction documents
- Regularly assisting AUB Group Ltd since 1998 on all legal aspects of acquiring and divesting of a large number of insurance portfolios throughout Australia
- Acting for the purchasers in the management buy-out of Hunter Water Australia (now Hunter H2O)
- All legal aspects of management buy-outs of Varley Group.
- Acting for the PSI Group on all legal aspects connected with the divestment of its assets and shares
- Acting for Ampcontrol in the divestment by a major shareholder
- Assisting and advising many start-up and emerging entities on capital raisings