Structuring, negotiating
and executing deals.
We act for businesses, investors and professional advisers on the transactions that change ownership, control and capital structure — and we stay on them until they complete.
Transactions are won and lost in the detail.
Most transactions do not fail on the law. They fail on unresolved commercial assumptions, a structure chosen too early, diligence findings nobody priced, or a negotiation that stalls because no one will take a position.
We work the transaction as a whole: what is being bought or invested in, how risk is allocated, what the documents actually do, and what has to happen between signing and completion.
That means being available at the pace of the deal, drafting to the commercial position rather than to precedent, and telling clients plainly which points are worth pressing and which are not.
M&A
Share and asset acquisitions and disposals, from the first term sheet through due diligence, negotiation, signing and completion. We work on structure, price mechanics and risk allocation together, because they are the same conversation.
- Term sheets and heads of agreement
- Share sale and asset sale agreements
- Due diligence scoping and findings
- Warranties, indemnities and disclosure
- Completion accounts and earn-outs
- Restraints and key-person arrangements
- Conditions precedent and completion mechanics
Acquisitions & Disposals
Buying or selling a business is rarely a single moment. We advise on staged acquisitions, management buy-ins and buy-outs, partial disposals and transactions where the seller stays involved after completion.
- Buy-side and sell-side acquisition documents
- Staged and tranche acquisitions
- Management equity and rollover
- Earn-out design and dispute avoidance
- Transitional arrangements post-completion
- Asset carve-outs and business separations
Investment Transactions
Investment rounds turn on the rights attaching to the money, not the headline valuation. We document investment on both sides — for companies raising and for investors deploying.
- Subscription and investment agreements
- Convertible notes and SAFE-style instruments
- Preference and class rights
- Board composition and reserved matters
- Information and reporting rights
- Pre-emptive rights, anti-dilution and follow-on rounds
Private Credit & Debt
We document private credit and secured lending for lenders, borrowers and originators — facility terms, the security package and what happens when something goes wrong.
- Facility agreements and loan documentation
- General security agreements and specific security
- Mortgages, guarantees and priority arrangements
- Intercreditor and subordination terms
- Conditions precedent and drawdown mechanics
- Default, enforcement and workout provisions
Shareholder & Investor Arrangements
Shareholder documents matter most at the two moments nobody plans for: disagreement and exit. We draft for both.
- Shareholders and unitholders agreements
- Control, deadlock and reserved matters
- Drag-along and tag-along mechanics
- Transfer restrictions and pre-emption
- Valuation and exit mechanisms
- Founder and key-person arrangements
- Deeds of accession
Cross-Border Transactions
We work regularly with overseas counterparties, offshore counsel and international corporate groups, and we handle the Australian legal execution that cross-border transactions require.
- Australian law documentation in international deals
- Coordination with offshore counsel
- Foreign investment and approval considerations
- Cross-border security and enforcement
- Offshore holding structures where relevant
- Execution, notarisation and authentication of transaction documents
From instruction to completion.
Scope
We establish the commercial objective, the structure options and the issues likely to move price or risk.
Document
Drafting to the agreed commercial position, with the diligence findings priced into the documents.
Negotiate
Positions taken quickly, counterparties engaged directly, open points tracked to closure.
Complete
Conditions satisfied, execution managed, and post-completion obligations recorded and diarised.
Discuss a transaction.
Tell us what you are working on and we will tell you how we would approach it.