Mergers & Acquisitions
Strategic Legal Guidance for Complex Business Deals
Understanding M&A in Australia
Mergers and acquisitions are high-stakes transactions that shape the future of your business.
In Australia, M&A transactions are governed by a complex framework of laws and regulations, including the Corporations Act 2001, the Competition and Consumer Act 2010, and oversight by bodies such as the Australian Securities and Investments Commission (ASIC) and the Australian Competition and Consumer Commission (ACCC).
Whether you’re selling, buying, investing or restructuring, success depends on getting the structure right, managing risk, and closing the deal on the best possible terms.
Whether you're considering a merger, acquisition, or divestment, it's crucial to understand the legal implications and compliance requirements involved.
At THAMS Law Group, we provide clear, commercial legal advice that helps you navigate the complexity of corporate transactions with confidence. We take the time to understand your objectives, identify key risks, and ensure every document, from heads of agreement to final completion, supports your long-term success.
No jargon. No unnecessary delay. Just practical legal support from a team that understands how business gets done.
WHAT WE DOOur M&A Legal Services
Due Diligence
Before entering into any transaction, it’s essential to fully understand the commercial, legal and financial position of the business you're acquiring or merging with. We conduct comprehensive due diligence tailored to the deal type, reviewing contracts, liabilities, regulatory risks, intellectual property, employee obligations and litigation exposure. Our goal is to provide you with a clear risk profile, so you can proceed with confidence or renegotiate key terms where needed.
Transaction Structuring
Choosing the right legal and commercial structure is critical to minimising risk and maximising long-term value. We advise on structuring asset or share sales, joint ventures, earn-outs, staged buyouts, and other complex transaction models. We also consider tax efficiency, foreign investment rules (FIRB), corporate governance, and director/shareholder obligations. With clear guidance from day one, you’ll avoid unnecessary complexity and future disputes.
Contract Negotiation & Drafting
We prepare, review and negotiate the full suite of M&A agreements, including sale and purchase agreements (SPA), confidentiality agreements (NDAs), heads of agreement, warranties and indemnities, and shareholder or unitholder agreements. Every document is tailored to reflect the realities of your transaction and protect your commercial interests, with clarity on price, conditions, liabilities and exit rights.
Post-Transaction Integration
Successfully closing a transaction is just one part of the process. We work with clients after completion to ensure smooth legal and operational integration — including the transfer of employee entitlements, supplier and customer contracts, intellectual property rights, and company constitutions. We also support with corporate restructuring, shareholder changes, and board governance where required, ensuring your business transitions efficiently under its new structure.
Clear, Commercial Advice for High-Stakes Business Decisions.
At THAMS Law Group, we understand that mergers and acquisitions are more than legal transactions, they’re strategic decisions that can define the future of your business. That’s why we take a proactive, commercial approach that puts your business goals at the centre of every recommendation we make.
With deep knowledge of the Australian M&A landscape, we deliver clear, strategic advice without legal jargon. We’re known for our ability to align legal frameworks with practical business outcomes, helping clients close deals with confidence and clarity. Every business is different, and our legal solutions are tailored to fit yours.
FAQs
-
You should engage an M&A lawyer as early as possible, ideally before negotiations begin. Early legal input ensures the deal is structured correctly from the start, potential risks are identified through due diligence, and your commercial intent is accurately reflected in every document. Whether you're buying, selling, or considering a merger, we help you assess feasibility, prepare strategically, and avoid costly mistakes down the line. The earlier we're involved, the more value we can add.
-
Common risks include hidden liabilities, poor contract terms with customers or suppliers, employee disputes, unregistered IP, unresolved tax obligations, or pending litigation. That’s why legal due diligence is essential, we help uncover and address these issues before you sign, so you’re not inheriting unexpected problems post-completion.
-
Most transactions take 3–6 months, but complex deals can run longer. The timeline depends on due diligence scope, finance or regulatory approvals, and how quickly both parties can negotiate and finalise contracts. We keep deals moving by providing clear steps, managing deadlines, and resolving roadblocks efficiently.
-
Typical documents include:
A term sheet or heads of agreement
Sale and purchase agreement (SPA)
Confidentiality (NDA) or exclusivity agreements
Shareholder or joint venture agreements (if applicable)
Disclosure letters and warranty schedules
We prepare, review and negotiate every key document to ensure the deal reflects your commercial intent, and protects your interests.
-
You might. ACCC clearance is required for deals that may lessen competition in the market. Foreign investment may need FIRB approval, especially if the buyer is a foreign entity. We’ll identify whether approvals are required and guide you through the process early to avoid delays.
-
Signing isn’t the end, it's the beginning of integration. Post-completion steps include transferring employees, assigning contracts, updating ASIC registers, transitioning operations, and resolving any deferred payments (such as earn-outs). We help you navigate this phase clearly, with ongoing legal support to ensure the deal delivers value beyond Day 1.