Allens

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.

Private Equity: Horizons 2018 mid‑year update

Private equity continued its robust run in the first half of 2018, underscored by high levels of dealmaking and a supportive fundraising market. Most significantly, the first half of 2018 has seen a flurry of public-to-private activity that should continue to keep dealmakers busy for the remainder of the calendar year. 

Read more

Read our earlier report about our predictions for the year ahead across the Private Equity market..

Allens' guide to Australia's Foreign Investment Approval (FIRB) Regime

Australia's foreign investment approval regime is increasingly a major political issue that is often highlighted and discussed in the media. Our foreign investment law experts have summarised the key information you need to know about Australia's FIRB regime.

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

Read about our track record in Mergers & Acquisitions.

Mergers & Acquisitions Publications

  • Nucleus: corporate law developments

    14 November 2018

    Welcome to our monthly snapshot of regulatory updates and other developments in corporate law. We know you are busy, so our focus is on capturing key issues.

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  • Client Update: Changes to open and transparent sale process requirement for foreign persons acquiring agricultural land

    22 October 2018

    On 25 September 2018, the Foreign Investment Review Board released revised guidance on the application of the requirement for an open and transparent sale process for foreign persons acquiring agricultural land. Partner Wendy Rae, Senior Associate Julian Barendse and Lawyer Bianca Sacco examine these changes.

    Read More
  • Nucleus: corporate law developments

    5 October 2018

    Welcome to our monthly snapshot of regulatory updates and other developments in corporate law. We know you are busy, so our focus is on capturing key issues.

    Read More
  • Nucleus: corporate law developments

    11 September 2018

    Welcome to our monthly snapshot of regulatory updates and other developments in corporate law. We know you are busy, so our focus is on capturing key issues.

    Read More
  • Focus: Recent developments in non-executive director remuneration

    22 August 2018

    Large listed companies are increasingly imposing minimum shareholding requirements on non-executive directors. Encouraging share ownership by non-executive directors through non-executive director share rights plans is set to increase following a recent ATO class ruling. Managing Associate Shaun Cartoon and Partner Robert Pick consider the key points.

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  • Nucleus: corporate law developments

    8 August 2018

    Welcome to our monthly snapshot of regulatory updates and other developments in corporate law. We know you are busy, so our focus is on capturing key issues.

    Read More
  • Linklaters Insights: A Cross-Border Guide to Joint Ventures

    27 July 2018

    This Cross-Border Guide considers questions that commonly arise on joint venture deals and how they can be resolved in 26 jurisdictions. While, no two joint venture deals are the same, we hope this is a useful guide to some of the main features of doing cross-border deals.

    Read More
  • Report: An update on our predictions for the year ahead across the private equity market

    25 July 2018

    The first half of 2018 has seen a flurry of public-to-private activity that should continue to keep dealmakers busy for the remainder of the calendar year. However, the mountain of dry powder competing for limited quality investment opportunities remains an issue that has prompted a diversification in the capital-deployment strategies for Australian-focused managers.

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  • Client Update: Has the ATO tolled the bell for demerger and acquisition scheme structures?

    13 July 2018

    Late last month, the Deputy Commissioner of Taxation formally refused a request from AMA Group Limited for demerger relief in connection with a demerger and acquisition transaction involving private equity firm Blackstone. The ATO's decision, which resulted in the termination of that transaction, casts doubt on the availability of capital gains and income-tax relief for transactions involving demerger and acquisition structures. It follows a similar decision by the ATO earlier this year in connection with the demerger of OneMarket Limited from Westfield Corporation. Managing Associate Charles Ashton and Partners Craig Milner and Joseph Power report.

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  • Nucleus: corporate law developments

    9 July 2018

    Welcome to our monthly snapshot of regulatory updates and other developments in corporate law. We know you are busy, so our focus is on capturing key issues.

    Read More
  • Nucleus: corporate law developments

    15 June 2018

    Welcome to our monthly snapshot of regulatory updates and other developments in corporate law. We know you are busy, so our focus is on capturing key issues.

    Read More
  • Nucleus: corporate law developments

    8 May 2018

    Welcome to our monthly snapshot of regulatory updates and other developments in corporate law. We know you are busy, so our focus is on capturing key issues.

    Read More
  • Focus: Last minute increase to scheme consideration - a more flexible approach?

    2 May 2018

    A recent Federal Court decision in Re Billabong International Limited shows a pragmatic approach by the court to the question of whether, in a takeover bid effected by way of scheme of arrangement, the bidder can make a last minute increase in the scheme consideration, without having to adjourn the scheme meeting and provide supplementary disclosure to target shareholders. Partners Guy Alexander and Kim Reid and Associate Samantha Naylor Brown comment.

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  • Nucleus: corporate law developments

    10 April 2018

    Welcome to our monthly snapshot of regulatory updates and other developments in corporate law. We know you are busy, so our focus is on capturing key issues.

    Read More
  • Nucleus: corporate law developments

    9 March 2018

    Welcome to our monthly snapshot of regulatory updates and other developments in corporate law. We know you are busy, so our focus is on capturing key issues.

    Read More
  • Report: Our look ahead to the private equity market in Australia

    22 February 2018

    As new funds enter the local market, flexible debt funding structures become more prevalent and sponsors are forced to deploy capital in more innovative ways, we expect the Australian PE market to continue to grow. Private Equity Horizons 2018 reviews the PE market and looks at the trends and sectors in play.

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  • Nucleus: corporate law developments

    9 February 2018

    Welcome to our monthly snapshot of regulatory updates and other developments in corporate law. We know you are busy, so our focus is on capturing key issues.

    Read More
  • Client Update: New restrictions on foreign persons acquiring Australian land and agribusinesses

    1 February 2018

    The Federal Treasurer has today announced material changes to Australia's foreign investment regime, which will significantly impact transactions undertaken by foreign persons of Australian land (particularly agricultural land) and agribusinesses. Partner Wendy Rae and Senior Associate Nick Kefalianos examine these important changes.

    Read More
  • Client Update: Infrastructure investment in Australia - the road ahead for institutional investors

    11 December 2017

    With large-scale privatisations slowing and intense competition for assets that do come to market, institutional investors are looking to non-traditional assets to provide similar long-term, stable and predictable returns.

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  • Nucleus: corporate law developments

    5 December 2017

    Welcome to our monthly snapshot of regulatory updates and other developments in corporate law. We know you are busy, so our focus is on capturing key issues.

    Read More
  • Focus: Unitranche financing in the Australian market

    4 December 2017

    As regulatory and political pressure increases on the major banks in Australia, alternative credit providers are entering the market with a variety of products to attract borrowers. The unitranche loan is an example of one such product. Partner Warwick Newell, Senior Overseas Practitioner Alex Tonkin and Associate Hamish McCormack examine what makes unitranche loans unique – and what role they could play in the increasingly competitive Australian acquisition financing market.

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  • Nucleus: corporate law developments

    2 November 2017

    Welcome to the first edition of Nucleus, our monthly snapshot of regulatory updates and other developments in corporate law. We know you are busy, so our focus is on capturing key issues.

    Read More
  • Client Update: Federal Court sheds new light on public benefit test in Tatts/Tabcorp merger appeal

    11 October 2017

    The Federal Court's decision about the proposed Tabcorp/Tatts merger has provided significant clarification about the public benefit test for authorisations. This is timely in light of the legislation before the Senate that proposes to combine the Tribunal authorisation process with the formal ACCC merger clearance process. Partner Jacqueline Downes and Lawyer Hanna Kaci look at the key lessons from the decision.

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  • Linklaters Insights: Getting over the line: clearing regulatory hurdles to outbound M&A

    19 September 2017

    While the pace of Chinese outbound deals has declined in 2017, China's long-term aspirations means that outbound investment and acquisitions from China will continue to be a significant force over the long term.

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  • Paper: Interested in investment in Vietnam?

    7 September 2017

    Vietnam has increasingly been an attractive investment destination for foreign investors. In recent years, the legal landscape for doing business in Vietnam has changed significantly with the introduction of new laws, including the key laws on enterprise and investment. We've published our new Legal Guide to Investment in Vietnam to identify and unravel the legal and regulatory issues foreign investors will face when considering an investment opportunity in Vietnam.

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  • Client Update: Greater ACCC scrutiny of contentious mergers

    8 August 2017

    ACCC Chairman Rod Sims has outlined that the ACCC will adopt a more intensive information-gathering approach when reviewing contentious mergers. Partner Jacqueline Downes and Associate Lovelle D'Souza report. 

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  • Report: 2017 Private Equity mid-year briefing

    18 July 2017

    The first half of 2017 has been one of the most active buy out periods for private equity in Australia since the financial crisis. With fundraising conditions remaining positive, plenty of committed capital needing to be invested and the announcement of a number of large and high profile transactions involving financial sponsors, we believe that PE activity will remain robust for the remainder of the year.

    Read More
  • Client Update: Australia's foreign investment regime - regulatory burden reduced

    3 July 2017

    Significant changes to Australia’s foreign investment regime came into effect on 1 July 2017, intended to address concerns regarding this regime raised since its introduction in December 2015. The amendments reduce the regulatory burden in a number of key ways and will impact a range of foreign investors in Australia. Partner Wendy Rae and Senior Associate Nick Kefalianos report on how these significant changes will affect you.

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  • Paper: Ten key M&A legal issues for foreign investors in Vietnam

    29 June 2017

    Vietnam continues to be an attractive destination for foreign investors. As well as raising capital from equity investors, both Vietnamese and foreign-invested enterprises continue to require foreign debt capital in the form of loans from overseas banks to establish and grow their businesses here. Although foreign loans are not new in Vietnam, there are a number of longstanding, and more recent, issues that arise for both borrowers and lenders in the process of structuring and implementing such a loan.

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  • Client Update: Australia's foreign investment regime - Budget changes

    23 May 2017

    The Australian Government flagged a number of changes to Australia's foreign investment regime in the 2017 Budget. In a welcome development, the changes seek to simplify an otherwise complex regime and encourage foreign investment in Australia. Partner Wendy Rae and Associate Nick Kefalianos examine the most significant changes.

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  • Report: Our look ahead to the private equity market in Australia

    3 April 2017

    With the current exit cycle coming to an end for many sponsors, and large amounts of dry powder waiting to be deployed, we’re expecting an uptick in new investment activity in Australia by private equity sponsors. There are some key trends and sectors to look out for in 2017. The Private Equity team at Allens reports.

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  • Focus: Parliament passes diverted profits tax legislation

    31 March 2017

    Legislation to implement a diverted profits tax has passed the Federal Parliament. From 1 July 2017, the tax may potentially apply to the diversion of profits offshore through arrangements between related parties. Targeted at large multinational groups, the diverted profits tax is a fusion of anti-avoidance and transfer pricing rules. Partner Toby Knight and Senior Associate Scott Lang discuss the final form of the legislation and the steps multinational groups should take to prepare for its implementation.

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  • Client Update: Treasury consultation paper flags changes to stapled structures

    28 March 2017

    Stapled structures have been used as an investment platform in the property and infrastructure sectors for decades, and more recently have been deployed into renewable energy, agriculture and other areas. Through the issue of its Taxpayer Alert on stapled structures on 31 January 2017, the ATO indicated that it had serious tax integrity concerns with the proliferation of stapled structures. The Commonwealth Treasury has now revealed that it has also been concerned at the increasing impact of stapled structures on the corporate tax base by releasing a Consultation Paper calling for submissions on potential policy options in relation to stapled structures, the taxation of real property investments and the recharacterisation of trading income. Partner Martin Fry and Senior Associate Igor Golshtein report.

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  • Client Update: Australia's foreign investment approval (FIRB) regime: what you need to know

    15 March 2017

    Australia's foreign investment approval regime is increasingly a major political issue that is often highlighted and discussed in the media. Our foreign investment law experts have summarised the key information you need to know about Australia's FIRB regime.

    Read More
  • Paper: Do you want to know more about cross-border lending in Vietnam?

    28 February 2017

    Vietnam continues to be an attractive destination for foreign investors. As well as raising capital from equity investors, both Vietnamese and foreign-invested enterprises continue to require foreign debt capital in the form of loans from overseas banks to establish and grow their businesses here. Although foreign loans are not new in Vietnam, there are a number of longstanding, and more recent, issues that arise for both borrowers and lenders in the process of structuring and implementing such a loan.

    Read More
  • Client Update: Implications of the Critical Infrastructure Centre for foreign investment in Australia

    24 February 2017

    The Australian Government's Critical Infrastructure Centre, launched earlier this year, is part of the government's plans to manage national security concerns arising from foreign investment in Australian critical infrastructure. The Centre has released a discussion paper calling for input into how it can best work with governments, industry and investors to manage these risks. This paper provides greater insight into the Centre's role but there remain areas to be clarified. Partners Wendy Rae and Jeremy Low, Mergers & Acquisitions Counsel Andrew Wong and Associate Nicholas Kefalianos examine this issue from the perspective of Australia's foreign investment framework.

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  • Paper: Vietnam seeks to accelerate SOE privatisation process

    19 January 2017

    The privatisation of State-owned companies (SOEs) (known as 'equitisation' in Vietnam) continues to be high on the Vietnamese Government's agenda as it continues to move towards a more market-driven economy and seeks to raise much needed capital to address the State budget deficit. However, to date, progress in implementing the Government's policy has not been as rapid as planned, with the process only completed by 160 of the 430 SOEs slated for equitisation.

    Read More
  • Linklaters Insights: A cross-border guide to starting a business

    23 December 2016

    Our global alliance partner Linklaters has compiled a guide for foreign investors who are looking to start a business in selected jurisdictions.

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  • Paper: How the UK's Brexit decision could affect you

    20 June 2016

    This week the UK will vote on whether it wants to remain part of the EU. This decision could have global economic impacts and affect your business. For instance, how will it impact on free trade agreements with Europe and the rest of the world, the pace of deals in the UK, and the UK regulatory environment? To learn more, see an EU referendum overview put together by our alliance partner, Linklaters.

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  • Client Update: Revisions to FIRB Guidance Note 23: clarity for foreign government investors

    26 May 2016

    Recent reforms to the Foreign Acquisitions and Takeovers Act 1975 (Cth) introduced new provisions that deem foreign government investors of the same country to be 'associates' of each other. These provisions have created practical difficulties for foreign government investors who risk unintentionally breaching the Act because they are unaware of the existence and extent of holdings of other foreign government investors from the same country. Revisions to Guidance Note 23 released by the Foreign Investment Review Board have sought to address these practical issues. Partner Wendy Rae and Associate Nicholas Kefalianos review the key changes to the Guidance Note.

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  • Focus: Australia and Singapore enter into Comprehensive Strategic Partnership

    17 May 2016

    The Australian and Singaporean governments have recently concluded discussions on a landmark agreement that will see the two countries cooperating across a range of strategic initiatives, including in the areas of trade and economics, innovation, education, people and defence. The Comprehensive Strategic Partnership builds on the already strong relations between Australia and Singapore and is expected to provide new cross-border investment opportunities through enhanced bilateral relations. Singapore-based Managing Associate, Jessica Choong, reports.

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  • Focus: FIRB shines the spotlight on tax issues

    23 February 2016

    The Australian Government has announced that in applying the national interest test to future foreign investment applications it will be requiring investors to satisfy a series of tax compliance and disclosure obligations relating to the tax implications of the proposed investment, and the requirement will apply to both the foreign investor itself and its associated entities. In some cases, the new obligations will extend to requiring the foreign investor to furnish documents or information held offshore, and for the foreign investor to engage with the Australian Tax Office in obtaining an advance pricing arrangement or tax ruling. Partners Martin Fry and Wendy Rae and Senior Associate Shaun Cartoon report.

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  • Focus: Withholding tax to capture exit profits

    11 December 2015

    Legislation introduced into Parliament will impose a 10 per cent non-final withholding tax on proceeds paid to foreign parties to acquire direct or indirect interests in Australian real property and mining rights from 1 July 2016. Partner Martin Fry and Lawyer David Lewis discuss the proposed law.

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  • Client Update: Major overhaul of Australia's foreign investment laws: what's new?

    4 December 2015

    The new package of legislation overhauling Australia's foreign investment laws, the first major revision in 40 years, commenced on 1 December 2015. While many features of the previous regime have been retained (and sometimes re-named), there are also a number of significant changes. Partners Jeremy Low, Wendy Rae and Richard Kriedemann and Senior Associate Eve Regnard review the key new elements.

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  • Fact sheet: Crowd-sourced equity funding – can you access it?

    6 October 2015

    The new Turnbull Cabinet has made clear its intention to support innovation, so that Australia can have a thriving economy. The Treasury has already done some work in this area, releasing a consultation paper on crowd-sourcing equity funding (CSEF) for startups and small business.

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  • Focus: Withholding tax on the sale of Australian property by foreign residents exposure draft legislation released

    28 July 2015

    Exposure draft legislation implementing the Federal Government's promise to introduce a 10 per cent non-final withholding tax on purchasers of certain types of 'taxable Australian property' by foreign residents has been released for review and comment. Partner Charles Armitage and Associate Scott Lang consider the exposure draft legislation and discuss the practical application of this reform.

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  • Client Update: The final analysis: Updates to ASX Guidance Note 8 on Continuous Disclosure take effect

    14 July 2015

    Earlier this year, ASX issued a consultation paper on proposed changes to Guidance Note 8 that sought to clarify existing continuous disclosure policy. ASX has now released its consultation response, together with the final version of Guidance Note 8, which took effect on 1 July 2015. While the final version is largely consistent with the proposals in the consultation paper, ASX has also included additional cautionary guidance on engagement with analysts. Partner Emin Altiparmak, Senior Associate Alexandra Feros and Associate Lauren McInnes report. 

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  • Focus: Landholder duty risks associated with international transactions surface in Crocodile Gold case

    17 June 2015

    Corporate mergers and acquisitions commonly involve changes to entities that comprise a corporate group, the holding of property within that group and the ultimate beneficial ownership of that group. Even if those changes occur entirely outside Australia, Australian landholder duty may be payable and, if the transaction is not structured properly from a duty perspective, multiple amounts of duty may be payable on a single transaction. The Crocodile Gold case exemplifies the potential for multiple duty and demonstrates the desirability of comprehensively explaining complex transactions to revenue offices. Partner Adrian Chek and Associate Scott Lang discuss the decision and the application of landholder duty more generally.

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  • Focus: Mergers & Acquisitions: changes to Australia's foreign investment framework

    7 May 2015

    The Australian Government has announced wide reaching changes to Australia's foreign investment framework that will apply from 1 December 2015. Partner Wendy Rae reports on the potential impacts of the changes, which include new fees, stricter enforcement and penalties, and increased scrutiny around foreign investment in agriculture.

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  • Focus: Proposed Changes to ASX Guidance Note 8 on Continuous Disclosure

    18 March 2015

    The ASX has released a consultation paper on proposed changes to Guidance Note 8 related to analysts and investor briefings, analysts forecasts, consensus estimates and earnings surprises. The proposed changes are mostly clarification to existing policy, but there are some interesting refinements. Partner Guy Alexander and Managing Associate Emin Altiparmak report.

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