Corporate & Commercial Law Services
Acquisitions and Divestments
We have experience in preparing, negotiating, and advising on all types of commercial acquisitions and divestments, and possess an in-depth understanding of all stages of the transaction lifecycle, including:
- initial negotiations;
- due diligence;
- the preparation and review of contracts for the sale and purchase of shares, real property, mining tenements, intellectual property, other business assets, and unit-holdings in unit trusts;
- the preparation and review of option agreements; and
- complex settlements.
Our team also regularly prepares shareholders’ agreements to regulate the ongoing relationship between shareholders of companies and the ownership, governance, and operation of companies.
Solomon Brothers commonly prepares and negotiates:
- loan agreements;
- facility agreements;
- deeds of guarantee and indemnity;
- mortgages (over both real property and mining tenements);
- caveats; and
- general and specific security deeds, both in the context of stand-alone financing arrangements and in connection with the provision of funding for acquisitions and divestments.
We also frequently provide advice on the Personal Properties Securities Act 2009, and attend to the registration and discharge of security interests on the Personal Property Securities Register.
Our team provides a wide range of advice in connection with and documentation to finalise equity fundraisings, including IPOs, rights issues, and placements. We also have experience in preparing, negotiating and advising on share subscription agreements, placement agreements, and convertible note agreements.
We regularly advise:
- companies in relation to their obligations under the Corporations Act 2001, including in connection with share conversions, variations of rights attaching to shares, share capital reductions, and share buy-backs; and
- ASX listed companies in relation to their additional regulatory obligations under the ASX Listing Rules.
We frequently provide complex advice in relation to business structuring, including in connection with companies, associated incorporations, partnerships, joint ventures, trusts, and managed investment schemes. This advice is provided in connection with proposed new start-ups, re-structures, and business and estate succession planning. We have substantial experience in drafting:
- partnership agreements (and agreements to admit new partners and dissolve existing partnerships);
- trust deeds, including for bare, unit, discretionary and charitable trusts (and deeds to vest trusts and, in the case of unit trusts, unitholder agreements);
- shareholders’ agreements;
- joint venture agreements (both for property developments and mining exploration, including farm-in arrangements).
We offer extensive back-end capabilities to match our front-end experience, and regularly act for lenders in connection with debt recovery proceedings, mortgagee sales, and other enforcement proceedings, and for liquidators appointed to wind-up insolvent companies. Our experience in litigation relating to the unlawful activities of managed investment schemes is substantial, as is the damages we have recovered for participants.
We also commonly act in connection with the resolution of franchise and partnership disputes, including through litigation if necessary.
General Corporate & Commercial Matters
Our team frequently provides advice in relation to a wide range of other matters, including the preparation and negotiation of:
- terms of trade;
- credit applications;
- confidentiality and non-disclosure agreements;
- licence agreements;
- distributorship agreements;
- equipment supply agreements;
- consultancy agreements; and
- services agreements.
Get in touch with our Corporate & Commercial Law Team
Partner Commercial / Litigation