Buying or Selling a Business

A business acquisition or sale is a major financial step with real legal consequences. The transaction must comply with legislation such as the Corporations Act 2001 and Retail Leases Act 1994, while properly addressing employees, leases and warranties. Clear, well-structured agreements reduce the risk of disputes, unexpected liabilities and costly court proceedings after settlement.

Understanding Business Sales and Acquisitions

The purchase or sale of a business is typically structured as either an asset sale or a share sale. The distinction determines liability exposure.

In an asset sale, specific assets and nominated liabilities are transferred. In a share sale, ownership of the company changes hands, meaning the buyer acquires all existing liabilities, including those not immediately apparent.

A properly prepared contract for sale of business must address:

• Purchase price and adjustment mechanisms
• Employee entitlements and Fair Work obligations
• Lease assignment requirements under the Retail Leases Act 1994
• Warranties and indemnities
• Restraint of trade provisions
• Transfer of intellectual property
• Release of security interests recorded on the PPSR

Each element must be drafted with enforceability in mind.

When You Need a Lawyer

Engaging a business sales and acquisitions lawyer is critical when:

• You are reviewing or negotiating a contract for sale of business
• You are signing a heads of agreement or exclusivity deed
• The business operates from leased premises requiring landlord consent
• Employees are transferring with accrued leave or redundancy exposure
• Vendor finance is proposed
• There are licences, permits or regulatory approvals involved
• You suspect undisclosed debts or contingent liabilities
• A dispute arises prior to completion
• A party alleges breach or seeks termination

Early legal advice reduces the likelihood of costly post-settlement litigation.

Our Business Sales and Acquisitions Legal Services

We advise buyers and sellers at every stage of a business transaction, from initial negotiations through to settlement. Our services include:

• Transaction structuring and strategy
• Contract drafting and negotiation
• Due diligence and regulatory compliance
• Leasing and commercial arrangements
• Settlement and completion management
• Dispute resolution and enforcement

Each transaction is structured to minimise post-settlement exposure and preserve enforcement rights if litigation becomes necessary.

Our Approach to Business Sales and Acquisitions

We assess legal and commercial risk before any binding commitment is made. Each transaction is analysed for liability exposure, enforceability and financial consequence.

For buyers, we undertake targeted due diligence, reviewing contractual obligations, security interests, employment liabilities and regulatory compliance. Warranties and indemnities are structured to provide substantive protection.

For sellers, the focus is on accurate disclosure and limiting post-completion liability. Restraint provisions are drafted to maximise enforceability while remaining commercially proportionate.

Settlement is managed with careful sequencing to avoid breach or delay. Where disputes arise, we act promptly and strategically, with our litigation experience informing the way transactions are structured from the outset.

Why Choose Maguire & McInerney

Maguire & McInerney brings extensive experience in business sales, acquisitions and commercial litigation. Our agreements are drafted with enforceability and dispute risk firmly in view, informed by practical court experience rather than theory. We provide strategic advice grounded in real transactional outcomes and act decisively if a matter becomes contested. Fee structures are transparent and commercially realistic.

Early advice often determines the outcome of a transaction. If you are buying or selling a business, contact our team to discuss the next steps.