The Negotiation of Key Merger & Acquisition Clauses: Getting the Deal Done

Australia Title

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.

table of content

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