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CORPORATE M&A
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Whether you are starting a new business, investing in an existing one, managing compliance, raising capital or managing a complex transaction, you need to have confidence in the advice you receive.

The corporate world is fast-moving and decisions need to be made quickly and efficiently. You want to work with a team of professionals that understand the markets you operate in and take the time to prioritise the issues that matter to you. No matter what your goals or where your business is in its lifecycle, having a team that can apply expert legal knowledge to your commercial issues will help you to navigate the complexities of all your business transactions.

We work with listed companies, local subsidiaries of multinationals, private companies, trusts and individuals. We want you to succeed, not just comply, so we work with you to understand your drivers and make your decisions as simple as possible. Our advice is accessible and pragmatic, and our aim is to help you achieve results in an effective and efficient way.

 

MERGERS & ACQUISITIONS

We can support you on all aspects of a transaction, from initial planning to post-completion. Our cross-industry experience will help you to navigate the complexities of any transaction, from undertaking due diligence, to negotiating terms, providing regulatory advice, and enabling ongoing project management. 

We acted for the vendors of HEB Construction Limited, a large New Zealand based construction and infrastructure company on the sale of all of the shares in the business to Vinci Construction, a French listed construction and infrastructure company. This included all aspects of the transaction, from vendor due diligence through preparation of agreements, negotiation and settlement.

We acted for Garmin, Inc on the acquisition of the assets and shares of the Fusion Electronics Group of companies. Fusion was headquartered in New Zealand, but had operations in Australia, the United Kingdom, USA, China and the Netherlands. We undertook due diligence, prepared and negotiated acquisition agreements and attended on all completion matters. This required us to take local law advice in relevant jurisdictions as part of a transaction.

We acted for ASX listed Qube Ports on the acquisition of the shares in ISO Limited, an international ports logistics company. ISO had substantial operations in New Zealand, but also operations in Australia, Hawaii and mainland USA. We completed all due diligence, negotiated acquisition agreements and attended on completion.

We acted for Tokyo Stock Exchange listed Temp Holdings on the New Zealand aspects of its acquisition, by scheme of arrangement in Australia, of listed company Programmed Maintenance. This involved us liaising with advisers in Japan and Australia.

REGULATORY

Whether you are just starting out, an established company, or undertaking a complex transaction, we can advise you on the regulatory environment affecting your business or relevant to the transaction you are undertaking. We support all forms of corporate entity, providing compliance advice across the business lifecycle in areas such as the Companies Act 1993, Financial Markets Authority Act 2011, Commerce Act 1986 and Overseas Investment Act 2005. 

NZX & TAKEOVERS

Listing on the NZX, including reverse takeovers, can provide the funding to transform your business or the ability to release capital to owners. We will make the process as straightforward as possible. We can also help you to navigate the Financial Markets Conduct Act and ongoing compliance with relevant listing rule and market participant requirements.

Our Takeovers Code experts provide specialist advice to companies, investors, stock brokers, and other market participants. We can help you to understand your obligations, whether you’re a Code Company, a substantial product holder, a holder of voting rights, or an offeror.

PRIVATE EQUITY & CAPITAL RAISING

Whether you require funding as a start-up, or early stage company as an established business, or to gain a strategic stake in an enterprise, we can help you raise the capital you need.

We understand the nuances of private equity and venture capital funding, and can help you to plan, structure, consolidate and manage your investment. We can also help you with management buyouts, exit strategies and leveraged buyouts.

CORPORATE STRUCTURING

Choosing the most appropriate structure for your investment or business venture is critical. Whether you are starting a new enterprise, establishing an employee share scheme or changing as part of a restructure, we can help you to find a model that suits your needs. The right structure could include limited partnerships, companies, joint ventures, unit trusts, or trading trusts or partnerships.

WARRANTY AND INDEMNITY INSURANCE

Warranties and indemnities can be contentious in a sale agreement and expose the vendor to risk. That risk can now be insured against by both vendors and purchasers, but you need to have the right insurance in place. We advise insurers and the insured in this fast-developing area of the market, giving us a unique perspective to advise you from. 

GOVERNANCE

The success of your business is in how it operates. Having the right governance structure and processes in place can help you to build brand equity, retain good people and enhance productivity. As well as advising on compliance and best practice, we can help you to understand shareholder rights and negotiate and resolve disputes.  

OVERSEAS INVESTMENT

To successfully invest in New Zealand from overseas, you need insight into our regulatory requirements, and the ability to manage any political issues. We have acted for numerous corporate and individual clients across a wide range of industries to help them acquire significant business assets and sensitive land in New Zealand. 

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