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Mergers & Acquisitions

Mergers & Acquisitions
Matthew Rouse

Managing Director

Johann Spies

Associate Director

Nav Mesbah

Senior Associate

Andrew Williams

Associate Director

M&A lawyers for founders, business owners, buyers and investors

Rouse Lawyers provides partner-led advice on business sales, acquisitions and exits. We act for founders, business owners, corporates, private equity and management teams on mid-market transactions across Australia, from founder exits and strategic acquisitions to bolt-ons, investments and cross-border deals.

The practice is led by Matthew Rouse, founder and Managing Director of Rouse Lawyers and a corporate and M&A lawyer with more than 20 years’ experience advising founders, business owners and private companies.

Our M&A matters are handled by a team of highly experienced M&A lawyers from early structuring and heads of agreement through due diligence, negotiation, transaction documentation and completion.

For founders and owners selling a business they have built, our involvement can begin before a buyer is at the table. We advise on preparing the business for sale, transaction structure, approaches from prospective buyers and heads of agreement before taking the transaction through due diligence, disclosure, negotiation and completion.

We also act across the table for corporate and strategic buyers, private equity and other investors, and management teams acquiring or investing in businesses.

Who we act for

  • Founders and business owners: preparing for and executing the sale of privately owned businesses
  • Corporate and strategic buyers: acquisitions, bolt-ons and broader acquisition programs
  • Private equity and investors: investments, acquisitions, restructures and exits
  • Management teams: management investments, acquisitions and equity arrangements
  • Australian and international parties: inbound, outbound and cross-border transactions

We regularly work alongside accountants, corporate advisers, business brokers, tax advisers and other professional advisers throughout the transaction.

What our M&A lawyers advise on

  • Business and share sales: transaction structure, heads of agreement, sale documentation, negotiation and completion
  • Acquisitions: strategic acquisitions, bolt-ons and private company acquisitions
  • Sale and exit preparation: identifying and addressing legal issues before due diligence or a sale process begins
  • Heads of agreement and term sheets: price structure, exclusivity, confidentiality, conditions and other key transaction terms
  • Due diligence: buy-side legal due diligence and managing seller-side due diligence and disclosure
  • Transaction documents: share sale agreements, business sale agreements, disclosure materials, restraints and related documents
  • Shareholder and equity transactions: shareholders’ agreements, buy-outs and buy-backs, equity restructures, management buy-outs and buy-ins
  • Private equity and investment: growth investments, management equity arrangements and investment transactions
  • Earn-outs and deferred consideration: structuring and negotiating payments that continue after completion
  • Warranty and indemnity insurance: W&I arrangements in transactions where appropriate
  • Foreign investment and cross-border transactions: including transactions requiring FIRB consideration or approval
  • Merger clearance and regulatory approvals: ACCC notification and clearance under Australia’s mandatory merger regime, together with Corporations Act, ASIC and other transaction approvals where relevant
  • Completion and post-completion: settlement, funds flow, releases, adjustments and other completion requirements

M&A transactions can also involve capital raising, management equity and incentives, intellectual property and technology, property and leasing, employment, tax and private wealth issues. Where required, those workstreams can be handled across Rouse Lawyers’ broader corporate and commercial practice.

Selling a business

For many founders, selling a business is a once-in-a-lifetime transaction. The work done before the sale process starts can affect how smoothly due diligence runs, the issues a buyer identifies and the seller’s position when the transaction documents are negotiated.

We advise business owners before and throughout the sale process. This can include reviewing ownership and corporate structures, key contracts, employment arrangements, intellectual property, property interests and existing disputes before information is provided to prospective buyers.

Where a corporate adviser or business broker is involved, we work alongside them and the client’s accountants and tax advisers through the transaction.

Once a deal is underway, we advise on heads of agreement, transaction structure, due diligence, disclosure, sale documentation, warranties and indemnities, earn-outs and deferred consideration, restraints, negotiation and completion.

If you are considering selling your business, getting the legal structure and documentation in order before due diligence begins can give you greater control over the process.

Buying or investing in a business

Rouse also acts for corporate buyers, strategic acquirers, private equity and other investors, and management teams.

On the buy side, our work can include transaction structuring, heads of agreement, legal due diligence, negotiation of the acquisition agreement, warranties and indemnities, conditions precedent, regulatory approvals and completion.

Due diligence is scoped to the transaction and the risks that matter to the buyer. Depending on the business, this can include corporate records, material customer and supplier contracts, employees, intellectual property, technology, property and leases, licences, regulatory matters and disputes.

Where diligence identifies an issue, it can be addressed through the transaction structure, price, conditions, warranties, indemnities or other protections rather than remaining an unresolved diligence item.

Selected transactions

Rouse Lawyers has advised on completed transactions across technology and software, healthcare, manufacturing and industrial businesses, defence and national security, environmental services, food and beverage and professional services.

Representative transactions include:

  • advising Precision Mining, a mining technology company, and its founders on its sale to Micromine
  • advising UBH Group, a veteran-founded specialist in cybersecurity, ICT and AI, engineering and nuclear supply chain assurance for Defence, and its shareholders on its sale to Sovereign Capability Group
  • advising EP Food Company, a manufacturer and distributor of dressings, sauces, condiments, dips and marinades, on its sale to Birch & Waite
  • advising The Truss Company, a manufacturer and supplier of timber frames, trusses and flooring, and its shareholders on its sale to Finlayson’s Timber and Hardware, backed by Mitre 10 Australia and Metcash
  • advising Practice Protect, a cybersecurity platform serving accounting firms internationally, on its sale to US-based Rightworks
  • advising Candor Medical, an Australian medicinal-cannabis telehealth provider, on its sale to Vitura Health Limited
  • advising AssetOn, an asset-management software and services business, on its sale to ASX-listed COSOL
  • advising DentArana and its founder on the sale of the dental practice to National Dental Care
  • advising Ellerston Capital on its $67 million investment in SEE Group
  • advising Idea 11, a mid-market IT consulting firm, on a significant investment from private equity group PieLAB Council Capital
  • advising Response Systems, an Australian software vendor, on its acquisition of Canada-based Canam Software Labs

Industries we transact in

Our recent transaction experience includes:

  • Technology and software: SaaS, cybersecurity, ERP, IT services and mining technology
  • Defence and national security: cybersecurity, defence and national-security businesses
  • Healthcare: medical and dental practices, healthcare businesses and telehealth
  • Manufacturing and industrials: food manufacturing, timber and building products, industrial services and equipment
  • Environmental services: water and waste management, vegetation management and businesses acquired by major international industry participants
  • Food and beverage: food manufacturing and related businesses
  • Professional and business services

The transaction structure and risks differ by sector, particularly where intellectual property, licensing, regulatory approvals, property, recurring revenue or key customer relationships form a significant part of the business’s value.

How a business sale runs

Most business sales move through the same broad stages:

  1. Preparation: corporate structure, contracts, employees, intellectual property, property and disputes are reviewed before the buyer begins due diligence.
  2. Heads of agreement: the principal commercial terms, structure, exclusivity and timetable are negotiated before detailed transaction documents are prepared.
  3. Due diligence: information is provided through the data room and buyer questions are managed through the diligence process.
  4. Transaction documents: the sale agreement, disclosure, warranties, indemnities, restraints, earn-outs and other transaction terms are negotiated.
  5. Conditions and approvals: third-party consents, ACCC clearance where notification thresholds are met, regulatory approvals, financing and other conditions are addressed where required.
  6. Completion: settlement documents, funds flow, releases and transfer requirements are coordinated.
  7. Post-completion: price adjustments, earn-outs, transitional arrangements and other continuing obligations are managed where applicable.

Our M&A lawyers work alongside the client’s accountants, corporate advisers, brokers and other advisers throughout the process.

Preparing for a business sale

Before going to market, sellers will usually need to assemble and review material including:

  • current corporate records and ownership information
  • the company constitution and any shareholders’ agreement
  • key customer and supplier contracts
  • employment agreements and employee information
  • intellectual property registrations and ownership records
  • property and lease documents
  • licences and regulatory approvals
  • details of existing or threatened disputes

Preparing these materials before a buyer asks for them can identify issues early and reduce disruption once due diligence begins.

Why clients choose Rouse for M&A

Partner-led transactions: senior lawyers remain involved throughout the transaction, from the early stages through negotiation, documentation and completion.

Focused on founders and the mid-market: we regularly advise founders and owners selling businesses they have built, alongside corporate buyers, private equity, investors and management teams.

One firm across the transaction: corporate and commercial, employment, technology and intellectual property, property, tax and private wealth issues can be handled across Rouse Lawyers where they form part of the deal.

Brisbane-based, acting Australia-wide

Rouse Lawyers is based in Brisbane and acts on M&A transactions across Australia, including transactions involving interstate and international counterparties.

The firm has advised private companies and business owners since 2006.

Speak with our M&A team if you are considering a business sale, acquisition or investment, including before heads of agreement or other transaction terms are signed.

Mergers and acquisitions FAQs

What does an M&A lawyer do?

An M&A lawyer advises on the legal aspects of buying, selling or investing in a business. This can include transaction structure, heads of agreement, due diligence, sale or acquisition documents, warranties and indemnities, regulatory approvals and completion.

For sellers, legal work can also begin before the transaction starts by identifying issues likely to arise during buyer due diligence.

When should I involve an M&A lawyer in a business sale or purchase?

Ideally, as soon as a sale or an acquisition is being considered, and before signing a heads of agreement or accepting detailed transaction terms.

Early advice allows the ownership structure, contracts, intellectual property, employment arrangements and other issues likely to arise during due diligence to be reviewed before they become part of the negotiation with a buyer.

At that early stage the work is about getting sale-ready and getting the structure right: whether the business sits in the right entity, whether ownership of key assets and intellectual property is properly documented, whether contracts, licences and employment arrangements will withstand a buyer’s scrutiny, and how the transaction should be structured. These decisions can help ensure you maximise value on your exit.

For buyers, the equivalent questions are acquisition structure, funding and how an approach to a target is made.

What is the difference between a share sale and a business or asset sale?

In a share sale, the buyer acquires the shares in the company that operates the business. The company continues to own its assets, contracts and liabilities, and its trading history passes to the buyer with it, including liabilities that have not yet come to light.

In a business or asset sale, the buyer acquires specified assets and rights from the seller rather than acquiring the company itself, and generally takes on only those liabilities it expressly agrees to assume.

The appropriate structure can affect tax, liabilities, employees, contracts, consents and other aspects of the transaction and should generally be considered before the principal transaction terms are agreed.

What is due diligence when buying or selling a business?

Due diligence is the buyer’s investigation of the business before it commits. It usually begins after the heads of agreement is signed and concludes before the sale agreement is, because what diligence finds shapes the price, the conditions and the warranty and indemnity protections the buyer asks for.

It can include corporate records, material contracts, employees, intellectual property, property and leases, licences, regulatory compliance and disputes.

For sellers, preparing for due diligence before going to market can identify issues that would otherwise emerge after negotiations are underway.

Is a heads of agreement binding?

It depends on how it is drafted. A heads of agreement may state that most commercial terms are non-binding while particular provisions, such as confidentiality or exclusivity, are binding.

Even where the commercial terms are not legally binding, they can establish the basis on which the parties negotiate the detailed transaction documents. Legal advice before signing can therefore be important.

What are warranties and indemnities in a business sale?

Warranties are contractual promises by the seller about the state of the business - its accounts, contracts, employees, assets, compliance and litigation. If a warranty proves untrue, the buyer’s remedy is damages for breach of contract, which means establishing the loss it has actually suffered. An indemnity works differently: it is a promise to reimburse the buyer for a specific identified risk, without the buyer having to prove loss in the same way.

The critical qualifier is disclosure. A warranty is generally given subject to what the seller has disclosed in the disclosure letter and the data room, so a problem that has been properly disclosed cannot later be claimed on. An indemnity for a known issue usually is not qualified in that way. Much of the real negotiation in a sale agreement sits in the limitations behind these protections - the financial caps, the time limits for bringing a claim and the exclusions.

What is an earn-out?

An earn-out makes part of the purchase price payable after completion if agreed performance targets or other conditions are met.

The contract should address how performance is measured, how the business can be operated during the earn-out period, access to information and what happens if the parties disagree. The practical risk for a seller is that the business is under the buyer’s control during the earn-out period, so the protection comes from the covenants about how the target should be operated. The tax treatment of earn-out consideration should be worked through with your accountant before the structure is settled.

How long does it take to sell a business?

The timeframe depends on the transaction, the buyer, due diligence, negotiation, financing and any required third-party or regulatory approvals. As a rough guide, a mid-market sale often runs three to six months from an agreed heads of agreement to completion.

Preparation before the sale process begins can reduce delays caused by corporate, contractual, employment, intellectual property or other issues being discovered during due diligence.

Some conditions set the timetable rather than respond to it. For example, when an acquisition requires ACCC or FIRB clearance.

Matthew Rouse

Managing Director

Johann Spies

Associate Director

Nav Mesbah

Senior Associate

Andrew Williams

Associate Director

Client Reviews

“Rouse Lawyers guided us through each stage of the process with clarity and confidence.

They were instrumental in managing the complexity of the transaction, navigating negotiations and ensuring that key issues were identified and addressed early, while keeping the deal on track. Their calm, responsive and detail-oriented approach gave us real confidence throughout. We always felt well advised and supported, and that our interests as shareholders were being carefully protected.

We would not hesitate to recommend Rouse Lawyers for complex M&A transactions, particularly for founder-led businesses and shareholder groups operating in specialised and high-stakes sectors.”

Greg Underwood, Chief Operating Officer

UBH Group

“We couldn’t recommend Rouse Lawyers high enough. They are exceptional in their work and deliver superior results for their customers.

We were seeking an agile, modern firm that would confidently represent us, act with integrity, and lead the sale process successfully on our behalf. Having appointed Rouse Lawyers, we instantly felt secure.

Rouse Lawyers managed the complex and substantial transaction process with ease; guided us on various options and recommendations at each stage; and demonstrated a superior level of professionalism and pace that outshone the top-tier law firms that the buyer had engaged. What truly set Rouse Lawyers apart was their in-depth and expert knowledge of M&A processes and precedence which resulted in a highly successful acquisition.”

Bret Neilson

The Truss Company Pty Ltd

“We highly recommend Rouse Lawyers for their M&A expertise for anyone looking at buying or selling a business

Rouse Lawyers acted for us in the sale of our cybersecurity platform business used by over 27,000 accounting professionals globally to Rightworks LLC, one of the leading vertical cloud service providers offering cloud purpose-built solutions for accounting firms and professionals. It was a substantial transaction both in size and complexity, and involved a number of moving parts. Rouse Lawyers guided us throughout the entire process and we were extremely impressed with their efforts and ability to look after our interests whilst making sure the transaction went through as smoothly and timely as possible. Specific components of their advice resulted in an outcome that was above our expectations.”

Jamie Beresford

Practice Protect

“Rouse Lawyers possess that rare ability to distil complex legal details into concise and pragmatic commercial concepts.

Rouse Lawyers acted for us during the recent sale of our food manufacturing business, EP Food. Whilst their extensive M&A experience was obvious from the onset equally impressive was their unwavering commitment to understanding the nuances that made our business unique. Providing a professional and timely service throughout, Peter was a fantastic support and confidante to the principals. We rate Peter and his team highly, and will certainly engage Rouse Lawyers to sell the next one!”

Tim Spence Thomas

EP Foods and Australian Food Investments

“We highly recommend Rouse Lawyers for their M&A expertise for anyone looking at buying or selling a business.

Rouse Lawyers acted for us in the sale of our defence and national security business to Infrastructure Advisory Group, a specialist infrastructure advisory firm backed by private equity firm Quintent Yorkway. It was a substantial transaction both in size and complexity, and involved a number of moving parts. This included a merger with our long term sub-contractor Vrai Pty Ltd immediately prior to the sale to IAG. Rouse Lawyers guided us throughout the entire process and we were extremely impressed with their efforts and ability to look after our interests whilst making sure the transaction went through. This was particularly critical in the final stages where Rouse were able to navigate a path through conflicting view and priorities to achieve transaction completion.”

Dominik Kul

XKG

“We highly recommend Rouse Lawyers.

Rouse Lawyers acted for us in the sale of our software business, Precision Mining, to Micromine, a global mining software company. It was a substantial transaction and one in which we (the founding owners) relied on the Rouse M&A team to guide us through the process. We were very impressed with their efforts and tenacity in what was a complex and extensive negotiation process. We highly recommend Rouse Lawyers not only for their M&A expertise but also generally for growing SME’s in the technology space.”

Craig Morgan

Precision Mining

“It’s hard to find good lawyer that understands a “tech” business – Rouse Lawyers are that firm…

“A Big Thank You” to Matthew & the Team at Rouse Lawyers – have assisted me & my business in so many different legal items – from wills to buying property/structuring our business/trademarks/negotiating large deals/spam/privacy issues/lease on our 4 different offices… It’s hard to find good lawyer that understands a “tech” business – Rouse Lawyers are that firm… so skilled in many areas.”

Andrew Reece

Inspect Real Estate

“We have relied on good advice from Rouse Lawyers.

We believe software is driving the world forward. Disruption is happening in every industry and it is our clients who are proactively integrating software into their businesses, to set a whole new standard around the way business is done. We are a business that is growing rapidly and know the importance of good legal advice, which is why we have relied on Rouse Lawyers. Focusing on creating digital platforms on which our clients can innovate to ensure they are the ones modernising, is what gets us out of bed in the mornings.”

James Kahn

Idea 11

“I would recommend Rouse Lawyers for any business.

Young Guns has engaged Rouse Lawyers for all legal requirement/advice for the past 10 years. They have been on our business journey from 10 employees to 450 employees. Matt and Peter have always showed a personal interest in our business success and therefore made many recommendations for short term and long term strategies. I would be happy to recommend Rouse Lawyers for any business looking for a legal partner who they can trust and can provide ongoing, up to date advice.”

Scott Young

Young Guns Container Crew

“Their knowledge of franchising is comprehensive

I have tried several of the larger law firms at the big end of town but found their services to be quite bland and predictable. Rouse Lawyers’s style of operation suits me much better, their knowledge of franchising is comprehensive, and just as importantly, their thinking is distinctly street wise and entrepreneurial.”

Ross Clayton

The Vast Interior, Head Franchisor

“To receive a holistic service in the M&A space I would advocate speaking with Rouse in the first instance

I instructed Rouse Lawyers to assist me with the sale of a business I had founded and operated for 20 years. It was important for me to be advised in relation to all facets of the deal including a thorough explanation of the commercial terms, providing advice on our structure via liaising with our accountant and, also, preparation of a lease given we were the landlord of the premises where the purchaser of our business would become our tenant.

As can be the case with transactions of this type there were twists and turns during which Rouse remained patient with me but also commercial in considering offers from other parties. In the past when I sold another business a different lawyer became too bogged down with the drafting of the contracts in lieu of the commercial terms and I was determined not to repeat this outcome.”

Alan Fitzpatrick

DentArana

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