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

  • Focus: Distressed debt M&A - share transfers without a scheme

    17 February 2015

    The Supreme Court of New South Wales has given further guidance on the scope of its power to grant leave to a deed administrator to compulsorily transfer the shares of a company. The decision, in the matter of Nexus Energy Ltd (subject to deed of company arrangement) [2014] NSWSC 1910, confirms that this can be done where the transfer does not 'unfairly prejudice' shareholders. This case involved the novel context of an insolvent ASX-listed parent company with solvent operating subsidiaries. Partner Kim Reid and Associate Thomas Bagley report.

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

    13 February 2015

    The Australian Government has announced that, from 1 March 2015, acquisitions of agricultural land worth more than A$15 million and any additional acquisitions over and above that amount will require government approval. It will also establish a foreign ownership register of agricultural land. Nevertheless, we expect that Australia will continue to welcome foreign investment in the agricultural sector. Partners Marcus Clark, Jeremy Low and Wendy Rae, and Managing Associate Andrew Wong report.

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  • Focus: The China-Australia Free Trade Agreement

    21 November 2014

    After almost 10 years of negotiations between the nations, on 17 November 2014, Prime Minister Abbott and President Xi announced the conclusion of negotiations on the China Australia Free Trade Agreement (ChAFTA). Once implemented, the ChAFTA is expected to significantly reduce import barriers for Australian food and dairy, resources and services sectors and create a more favourable environment for Chinese direct foreign investment in Australia. Partner Kate Axup, Managing Associate Emin Altiparmak, and Associates Tess Fitzgerald and Tracy Lu report.

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  • Client Update: Implementing Australia's free trade commitments with Japan, Korea and Chile

    6 November 2014

    The Commonwealth has recently made regulation to implement Australia's commitments under its free trade agreements with Japan, Korea and Chile which will ease certain foreign investment review and life insurance business regulations for investors from those countries. Japan Sector Leader and Partner Tim Lester, Managing Associate Emin Altiparmak and Lawyer Tristan Kelly report.

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  • Focus: ASIC's employee incentive scheme class orders - new and improved

    31 October 2014

    After much anticipation, ASIC has released new employee incentive scheme class order relief. Partner Greg Bosmans and Special Counsel Gadi Bloch, members of Allens' Head Office & Governance team, report on the implications for listed and unlisted companies.

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  • Vietnam Legal Update: New rules for foreign investment accounts in Vietnam

    27 October 2014

    Various new foreign exchange regulations governing the use of all types of foreign currency accounts, including investment accounts, of Vietnamese enterprises and their investors have recently come into effect. The changes will affect current and potential foreign investors, as well as foreign-invested enterprises. Partner Robert Fish and Associates Cara Stevens and Vinh Dang report.

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  • Client Update: 100 member rule to be abolished

    24 October 2014

    The 100 member rule for convening company meetings will be abolished under legislative amendments introduced into Parliament this week, following consultation by the Federal Government on draft legislation earlier this year. Proposed streamlining of remuneration disclosure obligations is also still included in the new Bill, but the amendments exclude long-awaited changes to the dividends payment test that were previously proposed. Partner and Head Office & Governance team leader Greg Bosmans, Managing Associate Matt Ireland and Associate Dominic Blaxill discuss the amendments.

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  • Client Update: Strong ECM volumes to continue

    15 October 2014

    Recent strength in the IPO market has seen a number of issuers come to market over the past 12 months. Partners and Co-Heads of the Allens Equity Capital Markets Practice Julian Donnan and Robert Pick recently convened a FinanceAsia roundtable to discuss the latest developments in ECM. Julian and Robert also spoke to BRR Media about the issue.

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  • Focus: Shareholder activism in Australia

    24 July 2014

    The past few years have seen a dramatic rise in shareholder activism across Europe and the US. This trend is now becoming increasingly common in Australia. Following an unsuccessful attempt to gain control of the board of ASX-listed Antares Energy Limited by a US-based hedge fund, Partner Tim Lester, together with Litigation Partner Kim Reid, Managing Associate Matt Ireland and Senior Associate Stacey Hahn discuss the lessons learnt and those things directors of listed companies should be doing to prepare for an approach from activist shareholders.

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  • Focus: Budget wrap - significant infrastructure investment and divestment

    24 June 2014

    Following last week's release of the New South Wales and South Australian budgets, it is clear that most state and territory budgets handed down since the Federal Budget have shown an alignment with the Federal Government's national agreement on infrastructure investment and asset recycling. Partner Paul Kenny and Senior Associates Emin Altiparmak and Penny Alexander and look at the implications of the policy.

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  • Focus: ASIC on confidential information and briefings

    3 June 2014

    ASIC recently issued a report on the handling of confidential information by listed entities and their advisers, focusing on analyst and investor briefings and unannounced corporate transactions. While the report does not identify any systemic issues, it does highlight a number of areas of concern. Partner Greg Bosmans and Special Counsel Gadi Bloch report.

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  • Focus: National Partnership Agreement on Asset Recycling

    14 May 2014

    The National Partnership Agreement on Asset Recycling between the Commonwealth and each of the states and territories firmly entrenches asset recycling for the next five years (at least). In last night's Budget, the Federal Budget announced $5 billion will be made available to fund payments to the states and territories. This could see existing state-owned infrastructure assets sold off to invest in significant major new works. Partner John Greig looks at the Agreement's implications.

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  • 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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  • 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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  • 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. Lawyer Anthony Lepere looks at the amendments and their significance to foreign investors.

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  • 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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  • 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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  • 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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  • 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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  • 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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  • 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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  • 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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  • 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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  • Focus: Australia's foreign investment regime post the SGX-ASX decision

    27 May 2011

    The Federal Treasurer recently rejected the SGX-ASX merger proposal on national interest grounds. Partner Jeremy Low and Senior Associate Andrew Wong report on how the decision fits in with the Government's foreign investment policy and its broader implications for future foreign investment applications

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  • Focus: CULS - equity financing for conditional acquisitions

    26 May 2011

    Recently, Seven West Media Limited partially funded its acquisition of Seven Media Group with an accelerated non-renounceable entitlement offer of Convertible Unsecured Loan Securities to its shareholders. Partner Tom Story, Senior Associate Bob Speed and Lawyer Alex Borda examine the acquisition and the pros and cons of the use of CULS

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  • Focus: China prohibits bribery of foreign officials

    10 May 2011

    China has recently passed amendments to its Criminal Law which took effect on 1 May 2011. One amendment of particular interest to international observers has been the introduction, for the first time under PRC law, of a prohibition on bribery of 'foreign public officials' or officials of international public organisations to secure 'improper commercial benefits'. Partner David Wenger and Senior Associates Ross Keene and Xiangyu She report

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  • Focus: China adjusts foreign investment policy

    19 April 2011

    The Ministry of Commerce of the People's Republic of China has recently issued changes to its policy on foreign investment. Partner David Wenger and Senior Associate Wayne Wang report on the changes that apply to foreign investment in China

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  • Focus: New national security review mechanism targets inbound M&A in China

    18 February 2011

    The Circular on the Establishment of National Security Review Mechanism in relation to Foreign Merger and Acquisition Activities of Domestic Enterprises (Guofaban 2011 No.6), which formally establishes the national security review mechanism and takes effect in early March 2011, has been issued. Partner David Wenger and Special Counsel Frank Fan report

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  • Focus: Greater certainty in contracts with state governments

    16 December 2010

    A recent High Court decision will provide greater certainty for parties relying on contractual compensation provisions in contracts with governments. Partners Tom Story and Ren Niemann and Senior Associate Robert Kerr look at the implications of the decision, which overturns a recent Victorian Court of Appeal decision which held that a land tax concession provision was void on the basis that it was unconstitutional

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