At Prosper Law, we provide legal support for clients navigating the complexities of mergers and acquisitions (M&A). Whether you are buying an established business or selling your own, these transactions are moments that require skilled legal advice.
Our experienced M&A lawyers bring clarity and confidence to the process, helping you understand key considerations and manage challenges that arise during business purchases and sales. We work closely with our clients to ensure the transaction process is thorough, compliant, and seamless. From real estate and intellectual property to contracts, equipment, and inventory, our team meticulously handles all legal aspects to protect your interests and provide certainty.
Our M&A legal services are designed to deliver the guidance and hands-on support you need to make every business transaction a successful and rewarding experience.
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Our team conducts comprehensive due diligence to assess the legal and operational health of the business.
With Prosper Law, you gain an in-depth understanding of the business’s true value, enabling you to make informed, strategic decisions.
We draft and review contracts that provide strong legal protection and clarity in every M&A transaction.
Our lawyers ensure that sale and purchase agreements are tailored to safeguard your interests, including:
By addressing critical items such as payment terms and post-sale responsibilities, we create agreements that minimise risks and secure the value of your transaction.
Effective negotiation is at the heart of any successful M&A transaction. Our lawyers provide strategic support during negotiations to secure favourable terms and address critical issues, including:
We advocate for your interests to create commercially sound transactions that align with your business goals, whether you’re buying or selling.
Following the completion of your transaction, we provide support for a smooth transition.
Our goal is to provide continuity and stability, supporting a successful transition for all parties involved.
M&A transactions often involve transitioning employees from one business to another. This can be a complex process under Australian employment law.
We assist clients with workforce transition issues, including:
Our lawyers ensure that workforce-related aspects are handled legally and efficiently, protecting employee rights while minimising potential disruptions.
Prosper Law has a proven track record of managing complex M&A transactions, including acquisitions and business sales. Our M&A lawyers have years of experience advising clients through high-stakes deals and understand the nuances of both small-scale and large-scale transactions.
Whether you’re a first-time buyer or a seasoned seller, we leverage our experience to provide practical advice and streamline the transaction process. We will work with you to mitigate potential risks and ensure your goals are met with precision.
At Prosper Law, we understand that every M&A transaction is unique. Our approach is always customised to align with each client’s specific objectives and challenges.
We invest time in understanding your business goals, the risks you’re willing to take, and the value you seek to gain. By offering personalised services and creating strategies that reflect your individual circumstances, we ensure that every step of the transaction supports your long-term success.
Our M&A legal services are offered on a fixed fee basis. This means our clients know exactly how much they will pay for our services upfront. We pride ourselves on providing a positive client experience by eliminating unexpected legal bills.
Director
Farrah has worked on significant business sale and purchase transactions. She works closely with clients to align commercial objectives and get ahead of the deal.
Senior Lawyer
Brooke is a Senior Lawyer. A registered solicitor with the High Court of Australia, Brooke has a remarkable track record of skilled negotiating and drafting complex agreements.
As M&A lawyers, we understand that the business sale process can seem complicated. It’s our job to make this process as straightforward as possible for our clients. But to give you an idea of the process and how a business sale lawyer in our M&A team can help, here’s a guide to the business sale process:
We recommend that you book an initial consultation. This will ensure that important dates, commercial and legal considerations are discussed as soon as possible. You can book a consultation here.
During the legal consultation, we will discuss the business you are selling, how it is structured, what assets / shareholdings are being sold and potential ongoing legal matters. We will also take the time to understand your goals and concerns.
We will provide our initial view on the business sale process
If the seller hasn’t already negotiated the general terms of the sale, our business sale lawyer can do this for you. A terms sheet will record the high level terms that the buyer and seller have agreed to. This terms sheet will later form the basis of the business sale agreement.
The terms sheet may also be written as a ‘letter of offer’ and it is important for it to contain strict non-disclosure obligations. Alternatively, we can draft a separate non-disclosure agreement. This will ensure that there are legal protections around the non-disclosure of information belonging to the seller and the business that is being sold.
The buyer is likely to want to carry out due diligence. This process involves gathering documents and adding them to a ‘data room’. This is generally a cloud-based drive that the seller can put documents into for the buyer (or the buyer’s lawyer) to access.
The information is likely to include financial statements, contracts (including customer and supplier contracts), licences, permits, leases, employment agreements, intellectual property rights, and details of any pending litigation or legal matters.
As the legal representative of the seller, we may also conduct our own due diligence of the buyer. For example, to ensure that the purchaser of the business is financially able to complete the business purchase transaction.
Your business sale lawyer will represent you negotiating the terms and conditions of the sale of the business with the buyer or their legal representatives.
Our M&A lawyers will focus on key aspects of the business sale agreement, including price, warranties, conditions-precedent to completion, indemnities, guarantees and any withholding amounts.
As the seller, you will be involved every step of the way. However, we will do the hard work for you and explain, in plain-English terms (without using complicated legal jargon) what information we need from you.
Once the business sale agreement has been negotiated and agreed, we will work with you to fulfil the conditions-precedent. Conditions-precedent may include obtaining landlord consent, the consent of shareholders or negotiating with other third parties.
Your business sale lawyer will prepare transfer documents, close out any employment matters, terminate or transfer contracts and any other legal services and advice to complete settlement of the business sale.
Once settlement is complete, your appointed business sale lawyer will ensure that any post-settlement obligations are met. This might include ensuring that any outstanding retention amount is paid to our client.
Once the sale agreement has been finalised and due diligence has been completed, settlement can occur. It will then be necessary to prepare for operating the new business after settlement. Our commercial lawyers help clients to prepare for this phase by:
Prosper Law has helped businesses across Australia to manage the legal side of the business sale.
Our services include:
Schedule an initial consultation with our experienced business contract lawyers. During this meeting, we will take steps to understand the business and your timeline.
We will then prepare a fixed fee quote and advise you of our recommended strategy for your business purchase.
Our experienced M&A lawyers draft, review and negotiate business purchase agreements and share purchase agreements. We will work with you to ensure legal terms are appropriate, including the purchase price, warranties, conditions precedent, indemnities, and guarantees.
Our lawyers ensure that business buyers fully understand the terms of the business purchase contract. This enables buyers to make informed decisions.
At Prosper Law, we provide our clients with a comprehensive understanding of business acquisition documents and the purchase process. We conduct due diligence and will prepare a due diligence report that sets out our analysis of:
Our due diligence will also:
Our business purchase lawyers will monitor and confirm that pre-completion conditions have been satisfied by the seller. This may involve ensuring the seller has obtained consent from landlords, shareholders, or other relevant parties.
An inventory or stock audit, or a valuation, may also need to be carried out. The type of business being bought determines whether this may be necessary.
At settlement, our dedicated team of M&A lawyers will work with the seller’s solicitors to facilitate the smooth transfer of contracts and assets.
We will confirm the settlement statement and confirm payment instructions with the seller’s legal representatives.
Our team of M&A lawyers can provide post-completion legal advice after the settlement of the business purchase.
We will provide legal assistance if the seller has breached the warranties in the share or business purchase contract. Alternatively, a business buyer may wish to recover against any security or retention.
Our due diligence services include:
Once the sale agreement has been finalised and due diligence has been completed, settlement can occur. It will then be necessary to prepare for operating the new business after settlement.
Our commercial lawyers help clients to prepare for this phase by:
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