Mergers & Acquisitions

Our experienced Mergers & Acquisitions legal team regularly publishes articles and updates - the full list of publications appears below. These publications look at the regulatory and political issues influencing the market, as well as some of the mergers and acquisitions that have recently made headlines. If you'd like to be notified when we add new mergers & acquisitions publications to the site, please go to our subscription page to sign up for email alerts or, alternatively, you can subscribe to our RSS feed.

Allens handbook to takeovers in Australia

The 'Allens handbook to takeovers in Australia' provides an overview of:

  • the rules which govern takeovers of, and acquisitions of voting securities in, Australian publicly listed companies and trusts;
  • how to undertake or respond to a takeover proposal for an Australian publicly listed company or trust; and
  • the legal issues which commonly arise in Australian takeover transactions.

The handbook should not be relied on as a substitute for obtaining legal or other professional advice. Should you require legal advice, please contact us.

Australian Private Equity Market Update

Each year we publish an Update that looks at the year just past and comments on likely trends and challenges for the coming year.

Read about our track record in mergers & acquisitions.

Mergers & Acquisitions Publications

  • Client Update: Release of 3rd Edition Corporate Governance Principles and Recommendations

    10 April 2014

    The ASX Corporate Governance Council has released the 3rd edition of its Corporate Governance Principles and Recommendations. Although the 3rd edition largely reflects the amendments proposed in the earlier consultation draft released in August 2013, a number of new amendments have been added that will have implications for listed entities' corporate governance practices. Partner Robert Pick and Senior Associate Hannah Biggins discuss these key changes.

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  • Audio: Govt plans to scrap 100-member rule

    19 March 2014

    The Federal Government has flagged the scrapping of the 100-member rule as part of its drive to reduce red tape for businesses. Allens Partner and Co-Head of the firm's Private Equity Practice Mark Malinas spoke to BRR Media about what such a repeal would mean for companies and shareholder activists.

  • Focus: Currency restriction on tax retention notices overturned

    4 December 2013

    The Full Federal Court has overturned a recent decision which stated that Australian Taxation Office notices requiring entities to retain funds owing to non-Australian persons could not operate on amounts of foreign currency. Partner Martin Fry and Lawyer Chris Lum look at the appeal decision and its implications.

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  • Focus: China unveils Shanghai free trade zone

    13 November 2013

    Recently, as part of a broader process of trade liberalisation, the Chinese Government launched its first pilot free trade zone in Shanghai. Some commentators see the move as one of the most potentially significant economic developments in China during the past three decades. Partner Kate Axup and Senior Associate Wayne Wang look at the legal changes associated with the launch of the new zone that are relevant to foreign investors.

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  • Audio: New planning laws for NSW

    30 October 2013

    The New South Wales Government's decision to forge ahead with the most significant planning overhaul in decades has received a mixed response from the property and construction industry. Paul Lalich, who is a Partner in the Environment & Planning group at Allens, speaks to BRR Media about the new laws, which are aimed at streamlining approvals processes so that development can be stimulated in NSW's growth areas.

  • Audio: Election impacts on inbound foreign investment

    9 October 2013

    The newly elected Abbott Government has announced a range of policies that will impact upon Australian companies across a number of sectors, with potential changes in the areas of tax, climate change, infrastructure, competition, workplace relations, foreign investment and technology, media and communications. Partner Marcus Clark, from the Corporate group at Allens, speaks to BRR Media about the impact of the election results on businesses faced with foreign investment law issues.

  • Audio: Election impacts on workplace relations

    9 October 2013

    The newly elected Abbott Government has announced a range of policies that will impact upon Australian companies across a number of sectors, with potential changes in the areas of tax, climate change, infrastructure, competition, workplace relations, foreign investment and technology, media and communications. Special Counsel Eleanor Jewell, from the Commercial Litigation & Dispute Resolution group at Allens, speaks to BRR Media about the impact of the election results on workplace relations.

  • Audio: Election impacts on infrastructure

    9 October 2013

    The newly elected Abbott Government has announced a range of policies that will impact upon Australian companies across a number of sectors, with potential changes in the areas of tax, climate change, infrastructure, competition, workplace relations, foreign investment and technology, media and communications. Partner Michael Hollingdale, from the Energy, Resources & Infrastructure group at Allens, speaks to BRR Media about the impact of the election results on the infrastructure sector.

  • Focus: Draft decision providing extra legroom for foreign investors flying into the Vietnamese securities market

    9 October 2013

    A new decision on foreign ownership limits in the Vietnamese securities market is expected to be issued shortly to encourage further foreign capital into Vietnam. The changes proposed in the draft decision, if implemented, will have the potential to significantly transform the capital market for foreign investors, although they may not be felt evenly across all market sectors or have immediate impact. Partner Robert Fish and Lawyer Chi Ha report on what the new law may mean for foreign investors looking at opportunities in the securities market of Vietnam.

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  • Focus: Garnishee notices limited to Australian currency

    10 September 2013

    A recent Federal Court decision indicates that Australian Taxation Office notices requiring parties to retain funds owing to non-Australian persons do not operate on amounts of foreign currency or, perhaps, on amounts held outside of Australia. This decision is particularly relevant to private equity funds and financial sponsors. Partner Martin Fry and Law Graduate Chris Lum report.

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  • Focus: Changes are expected to the rules governing foreign investment in Australian agriculture

    9 September 2013

    Following the election of a new Australian Federal Government, changes are expected to the rules governing foreign investment in Australian agriculture. However, we expect that Australia will continue to welcome foreign investment in the sector. Partners Marcus Clark and Jeremy Low and Senior Associate Paul Bernath report.

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  • Focus: ACCC releases draft merger review process guidelines

    2 July 2013

    The Australian Consumer and Competition Commission has issued draft Merger Review Process Guidelines for public comment, incorporating a new pre-assessment phase, longer merger review timelines, and the provision of written feedback to the parties from market inquiries. Partner Jacqueline Downes and Knowledge Management Lawyer Julie Playfair report.

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  • Focus: ASIC consolidates and updates its guidance on takeovers

    27 June 2013

    ASIC has released the final versions of four new Regulatory Guides on takeovers, which update and consolidate the bulk of its guidance in this space. The new guides are effective immediately, following a consultation process that included the release of draft guides for comment. Partner Guy Alexander and Senior Associate Emin Altiparmak discuss some of the more material changes.

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  • Focus: Vietnamese retail industry reform offers greater foreign investment opportunities

    15 May 2013

    Major reform of the Vietnamese retail industry will likely provide greater opportunities for foreign investment in one of the most attractive investment destinations for global retailers. Partner Robert Fish, Senior Associate Linh Bui and Lawyers Chi Ha and Mai Loan Nguyen report.

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  • Focus: Softening the investment rules in Mongolia

    23 April 2013

    Foreign investment in Mongolia fell away dramatically after the Mongolian Government last year introduced laws regulating foreign investment into strategically important business areas as well as investment by state-owned entities. Now the Government has introduced amendments which soften some of those restrictions in an effort to again encourage inbound capital. Partner David Wenger and Lawyer Anthony Lepere look at the amendments and their significance to foreign investors.

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  • Audio: Recent developments in Myanmar

    9 April 2013

    The fast pace of reform continues in Myanmar, creating significant opportunities for foreign investors. Partner Marae Ciantar spoke to BRR Media about the recent and upcoming developments in the oil & gas and telecommunications sectors, and what investors can do to prepare.

  • Focus: Bid-rigging - a first look at the cartel provisions

    27 March 2013

    In brief: Even where no market in Australia is affected, a recent Federal Court decision highlights that certain conduct may breach the new cartel provisions of Australia's competition and consumer legislation. Partner Michael Schoenberg, Senior Associate Tim Maxwell and Lawyer Angela Gibbs provide an overview of the decision.

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  • Client Update: Final version of Guidance Note 8 - continuous disclosure

    20 March 2013

    ASX has released the final version of its revised Guidance Note 8, following consultation on the draft released late last year. Although the final version is not hugely different from the initial draft, there are some important changes which have been made following the consultation process. Partner Guy Alexander looks at the key changes that will come into operation on 1 May.

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  • Linklaters Insights: Outlook for M&A in 2013

    15 March 2013

    Global economic uncertainty has hindered M&A activity. Cautious corporates have generally elected to use their profits to fund working capital rather than pursue acquisitions. Could this begin to change in 2013?

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  • Focus: Changes to FIRB policy - impact on foreign government investors

    6 March 2013

    Some subtle but significant changes have been made to Australia's Foreign Investment Policy. They will directly impact foreign government investors - particularly how foreign government invested banks take security and how foreign government investors participate in investment consortia or funds. Partners Jeremy Low and Marcus Clark and Senior Associate Paul Bernath report.

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  • Client Update: Global cross-border guide to private M&A

    27 February 2013

    As cross-border private M&A deals become increasingly common in Australia, the domestic market, and its deal-makers, need to be ever more international in their thinking and approach.

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  • Audio: New Japan govt puts Yen in play

    14 February 2013

    The new government in Japan has flagged a major push to revive the Japanese economy. Japan Sector Leader and co-head of Allens' Corporate Finance Practice in Perth, Tim Lester, spoke to BRR Media about the changes, their effect on the Japanese Yen, and outbound investment from Japan

  • Focus: Changes to the general anti-avoidance rules

    14 February 2013

    In response to recent Full Federal Court decisions, the Federal Government has introduced legislation to amend the general anti avoidance rules (Part IVA) in the Tax Act. Partner Martin Fry and Lawyer Claire Nicholson explain the proposed amendments that will modify the way in which the 'tax benefit' test is applied and the way in which it interacts with the operative provision of Part IVA.

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  • Audio: Planning reforms on the cards in Victoria

    24 January 2013

    Victorian Premier Ted Baillieu and Planning Minister Matthew Guy are proposing to implement reforms to the State's environmental and planning approvals processes. Partner Chris Schulz spoke to BRR Media about what the reforms might look like and how they will be achieved.

  • Focus: Cooperation in agricultural investment - implications for Chinese investors

    15 January 2013

    The Australian Department of Foreign Affairs and Trade has released a report that looks at recent efforts by the Chinese and Australian governments to strengthen cooperation in agricultural sector investment, and finds that the two countries have a mutual commitment to increasing bilateral investment cooperation in that sector and related industries. Partner Kate Axup and Senior Associate Tess Fitzgerald discuss the report's implications, especially in light of Australian community concerns about foreign investors 'buying up the farm'.

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  • Audio: NSW sets infrastructure & transport plan

    19 December 2012

    The NSW Government State Infrastructure Strategy and NSW Long Term Transport Master Plan were released last week. Partners Nigel Papi and Leighton O'Brien spoke to BRR Media about the plan and the outlook for Australian infrastructure in 2013

  • Audio: Current trends in the construction industry

    21 November 2012

    In conjunction with the publication of Breaking Ground – Construction Year in Review, Allens recently hosted a series of seminars that explored key trends in construction law during the 2012 calendar year. Following the seminars, Partner Nick Rudge spoke to BRR Media about the key issues and trends for the industry and what's on the cards in 2013.

  • Focus: Saving Private MAC

    21 November 2012

    In these uncertain economic times, we are seeing material adverse change triggers increasingly sought in private M&A deals, particularly in leveraged deals or where a private equity buyer is involved. These triggers are prevalent in private deals overseas but somewhat less so in Australia and so they have been traditionally resisted by sellers of Australian private businesses. Partner Mark Malinas, Senior Associate Emin Altiparmak and Lawyer Jarrod Woodward discuss how the use of a reverse break fee may make these triggers more acceptable to such sellers and reduce the likelihood of a dispute when buyers seek to rely on such triggers.

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  • Audio: Operating in emerging Asian economies

    2 November 2012

    The Australian Government has released its Australia in the Asian Century White Paper, its blueprint for Australia's greater integration throughout the region and roadmap to becoming a more prosperous and resilient nation. Partners Erin Feros and Marae Ciantar spoke to BRR Media about other emerging markets within the region, such as Mongolia and Myanmar.

  • Audio: Indonesia opportunities in Asian Century

    2 November 2012

    The Australian Government has released its Australia in the Asian Century White Paper, its blueprint for Australia's greater integration throughout the region and roadmap to becoming a more prosperous and resilient nation. Partner David Holme spoke to BRR Media about the untapped growth markets in Indonesia, and the opportunities for increased investment.

  • Client Update: ASX's revision of guidance on continuous disclosure

    18 October 2012

    The Australian Securities Exchange has released for consultation its long-awaited proposed rewrite of Guidance Note 8, its guidance on continuous disclosure obligations of listed entities. Partner Guy Alexander and Senior Associate Robert Speed provide an overview of the key issues.

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  • Focus: Fortescue 'binding agreements' announcements were not misleading

    3 October 2012

    In a decision handed down yesterday, the High Court unanimously held that Fortescue Metals Group Ltd's announcements to the ASX and media in 2004 stating it had reached 'binding agreements' with Chinese State-owned entities to build infrastructure in the Pilbara were not misleading despite the 'agreements' being substantially incomplete and not being legally enforceable in Australia. Partners Richard Harris, Jeremy Low, Senior Associate Andrew Byrne and Lawyer Alice Dillon comment on the decision and its implications for listed companies and directors.

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  • Focus: Finding the truth in takeovers

    18 September 2012

    The Takeovers Panel's latest decision involving Dulux's bid for Alesco has focused attention again on the Panel's application of ASIC's truth in takeovers policy. That policy expresses in absolute terms that market participants should be held to their 'last and final statements' in the context of takeovers. The Panel has consistently endorsed the policy, and identified it as a fundamental tenet of the Australian takeovers regime. However, the Panel has been criticised for failing to apply the policy according to its absolute terms, raising questions about how it will be applied in the future. Partner Cameron Price and Senior Associate Emin Altiparmak look beyond the headlines to draw out the themes from the Panel's approach to date.

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  • Audio: The PPS Register - the first 6 months - traps and lessons for suppliers

    16 August 2012

    The PPS register has now been in operation for six months. Partner Diccon Loxton speaks to BRR Media about the lessons and traps for suppliers of goods on lease or retention of title terms

  • Video: ASIC recommends takeover rule review

    19 July 2012

    Partner Richard Kriedemann discusses ASIC's proposed reforms to the takeover rule.

  • Focus: China-Australia currency agreement and RMB internationalisation

    23 May 2012

    Recently, as part of its foreign exchange reforms, the People's Bank of China signed a bilateral currency swap agreement with the Reserve Bank of Australia. Partner David Wenger, Senior Associate Wayne Wang and PRC Consultant Scarlet Feng report on the currency swap agreement and the introduction of PRC laws relating to the internationalisation of the RMB

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  • Focus: Takeovers Panel overhauls guidance on takeover documents

    8 May 2012

    The Takeovers Panel has overhauled its Guidance Note 18: Takeover Documents. The rewrite now encompasses target's statements, expert's reports, premia and intentions statements, in addition to its predecessor's focus on bidder's statements. While certain changes simplify and update the existing guidance, the new Guidance Note 18 now contains guidance in several areas on the circumstances that are likely to be considered unacceptable by the Takeovers Panel in the course of preparing takeover documents, which were not previously considered by its predecessor. Partner Andrew Finch and Senior Associate Jonathan Teo report

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  • Focus: 'Truth in Takeovers' costs easy to avoid

    14 March 2012

    A recent Takeovers Panel decision highlights the importance for bidders in the Australian market to avoid making statements that can be interpreted or misconstrued, even out of context, as a 'last and final' offer. Partner Andrew Finch and Lawyer Caspar Conde report

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  • Audio: Changes to tax avoidance rules announced

    2 March 2012

    The Federal Government has announced that it will be introducing changes to the general anti-avoidance rule. Partner Larry Magid spoke to BRR Media about the reasons behind the move and how the changes may impact on Australian businesses

  • Focus: China amends its foreign investment catalogue

    22 February 2012

    New opportunities to establish or invest in a business in China may be opened up following the Chinese Government's release of its amended Foreign Investment Industrial Guidance Catalogue. The new Catalogue took effect on 30 January 2012 and presents an interesting picture of China's economic focus for the next several years. Special Counsel Ross Keene, Senior Associate Adrian Fisher and PRC Consultant Crystal Zhang report

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  • Focus: Personal property securities reform and what it will mean for M&A transactions

    31 January 2012

    Sweeping changes to Australia's personal property securities laws have just come into operation, with far-reaching consequences for business. Partners Steve Pemberton and Greg Bosmans, and Senior Associate Vida Wongseelashote, report on how M&A transactions will be affected

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  • Focus: The issue of foreign investment in Australian agriculture

    25 January 2012

    The Australian Government has used the release of a report on foreign investment and Australian agriculture as an opportunity to reaffirm its support for foreign investment in the agricultural sector and articulate the issues that it considers when applying the national interest test to proposals for foreign investment in the sector. Partner Marcus Clark and Consultant Alan Millhouse report on this and other recent events relevant to foreign investment in Australian agriculture

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  • Focus: Liberalising cross-border investment in RMB

    11 January 2012

    The Chinese Government has made further moves towards the internationalisation of its currency with the release of a number of regulations regarding the use of the RMB both in investments made by Chinese companies overseas and, significantly, investments made by overseas companies into the PRC. Special Counsel Ross Keene, Senior Associates Adrian Fisher and Maggie Ma and PRC Consultant Michelle Ding report

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  • Focus: New guidance on disclosing non-IFRS financial information

    22 December 2011

    To promote the proper disclosure of financial information that is not prepared according to accounting standards, and to assist directors and others not to mislead investors and other users of financial information, the Australian Securities and Investments Commission has issued guidance on its use and presentation. Partner Robert Pick and Senior Associate Jonathan Teo report on the impact of this on financial reporting

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  • Client Update: ACCC loses Metcash appeal

    1 December 2011

    The Full Federal Court has dismissed all grounds of the Australian Competition and Consumer Commission's appeal in the Metcash case. Partner Jacqueline Downes and Lawyer Nicholas Mendoza-Jones report

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  • Audio: Private equity market update

    23 November 2011

    This week, Allens Arthur Robinson released its Private Equity Market Update. The outlook for the private equity market in Australia in 2012 is positive, according to the report. M&A Partner and Co-Head of Private Equity Practice Tom Story talks to Boardroom Radio about where private equity is heading in 2012

  • Audio: Qantas wins, no GST for no-shows

    2 September 2011

    Qantas has scored a significant court victory over the payment of GST on unused passenger fares. Partner Ross Stitt speaks to Boardroom Radio about the issues considered in the court's decision and the implications for business

  • Focus: New Social Insurance Law in PRC

    8 June 2011

    A new social insurance law in the PRC (to take effect on 1 July 2011) provides, for the first time, an overarching framework for the administration of the five national social insurance funds in the PRC. Partner David Wenger, Senior Associates Ross Keene and Maggie Ma and Consultant Crystal Zhang report on the changes, which will impose greater obligations on employers and the relevant administrative agencies

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  • Client Update: Beware of Qld, SA and NT stamp duty changes

    2 June 2011

    Queensland, South Australia and the Northern Territory are to make important changes to their stamp duties legislation, with effect from 1 July 2011. The changes will broaden the reach of landholder duty and impose greater duty on a larger range of transactions, particularly affecting ones involving real property, mining tenements and listed entities. Partner Adrian Chek summarises the changes and considers the importance of the timing of any upcoming transactions

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  • Focus: Defence and mining to coexist at Woomera

    31 May 2011

    The final report on the future use and management of the Woomera Prohibited Area was released recently, and signifies long-awaited government confirmation of mixed use of the minerals-rich weapons testing area. It provides for the introduction of a new management framework, and paves the way for improved coexistence of Defence and non-Defence operations. Partner Scott Langford, Senior Associate Nick Li, and Law Graduate Brandon Van Slyke report

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