Question 1

What due diligence is required for an acquisition?

Accepted Answer

Due diligence for an acquisition typically covers financial, legal, tax, operational, and environmental matters. On the legal side, we review corporate structure and governance, material contracts, litigation and disputes, intellectual property, employment arrangements, real property interests, and regulatory compliance. The scope is tailored to the nature of the target business and the risk profile of the transaction.

Question 2

What are the continuous disclosure obligations for ASX-listed companies?

Accepted Answer

ASX Listing Rule 3.1 requires listed companies to immediately notify ASX of any information that a reasonable person would expect to have a material effect on the price or value of the company's securities. There are limited exceptions where the information is confidential and a reasonable person would not expect it to be disclosed. Failure to comply can result in ASX enforcement action, ASIC penalties, and shareholder class actions.

Question 3

How do shareholder agreements work?

Accepted Answer

A shareholder agreement is a private contract between some or all shareholders of a company that governs their relationship and sets out their respective rights and obligations. It typically covers matters such as board composition, decision-making procedures, funding obligations, dividend policy, transfer restrictions, pre-emptive rights, tag-along and drag-along provisions, and dispute resolution mechanisms.

Corporate Advisory

Industries & Sectors

Andrew Throssell

Gilbert Flynn

Xian Davies

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