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Company Acquisition Agreement

Company Acquisition Agreement Template for Australia

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Key Requirements PROMPT example:

Company Acquisition Agreement Template

"I need a Company Acquisition Agreement Template for acquiring a mid-sized Australian technology company, with specific provisions for intellectual property protection and employee retention, including earn-out provisions for key management staff."

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Document background
The Company Acquisition Agreement Template serves as a foundational document for structuring and executing company acquisitions in Australia. It is designed to comply with Australian corporate law requirements, including the Corporations Act 2001 (Cth), Competition and Consumer Act 2010, and relevant state legislation. This template is suitable for both share and asset acquisitions, providing comprehensive coverage of essential elements such as purchase mechanics, warranties, indemnities, and completion procedures. It includes jurisdiction-specific provisions addressing FIRB requirements, ASIC regulations, and Australian tax considerations. The template is adaptable to various transaction sizes and complexity levels, serving as a starting point for negotiations while incorporating market-standard protections for both buyers and sellers.
Suggested Sections

1. Parties: Identification of the buyer, seller, and any guarantors or other relevant parties to the agreement

2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion can occur, including regulatory approvals and third-party consents

6. Pre-completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

7. Completion: Mechanics of completion, including timing, location, and actions required at completion

8. Warranties: Seller's warranties about the business, company, and shares/assets being sold

9. Limitations on Claims: Limitations on warranty claims including time limits, financial thresholds, and caps

10. Tax Indemnities: Specific indemnities relating to tax matters and allocation of tax risks

11. Confidentiality and Announcements: Obligations regarding confidentiality and public announcements about the transaction

12. Post-completion Obligations: Ongoing obligations after completion, including transition services and non-compete provisions

13. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution

Optional Sections

1. Vendor Financing: Terms of any seller-provided financing, used when part of the purchase price is deferred or paid in installments

2. Employee Matters: Specific provisions dealing with employees, used when there are significant employment considerations or transfer of employees

3. Intellectual Property: Detailed IP provisions, used when IP is a significant asset of the target company

4. Environmental Matters: Specific environmental warranties and indemnities, used for businesses with significant environmental risks

5. Real Property: Detailed provisions regarding real estate, used when property assets are significant to the transaction

6. Working Capital Adjustment: Mechanism for adjusting purchase price based on working capital at completion, used in larger transactions

7. Earn-out Provisions: Structure for additional payments based on future performance, used when parties agree to performance-based pricing

8. Break Fee: Provisions for payment if the deal fails to complete, used in larger or more complex transactions

Suggested Schedules

1. Company Details: Details of the target company including corporate information and share capital structure

2. Properties: List and details of all real property owned or leased by the target company

3. Material Contracts: List and details of all material contracts affecting the business

4. Intellectual Property: Schedule of all IP owned or licensed by the target company

5. Employee Information: Details of employees including terms of employment and benefits

6. Completion Obligations: Detailed list of documents and actions required at completion

7. Warranties: Detailed warranties given by the seller about the business and assets

8. Disclosed Matters: Disclosure schedule qualifying the warranties

9. Form of Resignation Letters: Template resignation letters for retiring directors and officers

10. Working Capital Statement: Format and calculation methodology for working capital adjustment

11. Tax Deed: Detailed tax indemnity provisions and procedures

12. Permitted Encumbrances: List of permitted liens and encumbrances on company assets

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


































































Clauses















































Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Healthcare

Mining and Resources

Financial Services

Construction

Agriculture

Transportation and Logistics

Education

Real Estate

Media and Entertainment

Telecommunications

Energy

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Risk Management

Compliance

Tax

Human Resources

Operations

Business Development

Executive Leadership

Company Secretariat

Treasury

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Business Development Manager

Company Secretary

Finance Director

Legal Counsel

Transaction Manager

Due Diligence Manager

Corporate Development Director

Investment Banker

Risk Manager

Integration Manager

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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