Investment in a business occurs in a wide variety of ways and can:

  • involve the acquisition of an ownership interest in
  • an entity that conducts the business (business entity)
  • an entity that holds and ownership interest in a business entity (upstream entity); or
  • the assets of the business itself (business assets); and
  • give rise to many and varied legal issues – corporate, commercial, taxation, stamp duties law as well as, in some instances, specific statutory or regulatory requirements (licensing)


Practice area overview

What is required in a particular case:

  • depends on whether the acquisition will result in the acquisition of 100% or less of the business or entity; and
  • is influenced by the existing ownership structure of the business and the nature of the interest to be acquired and in particular whether the interest is to be acquired in a business entity, an upstream entity or business assets.


What we do:

The acquisition of an interest in a business (entity) (acquired interest) requires consideration of many issues:

  • The existing ownership structure used to conduct the business.
  • Identification of the acquired interest.
  • Choice of business entity to hold the acquired interest.
  • The structure to be used for the acquisition of the acquired interest.
  • Whether the method of acquisition of the acquired interest should be in the business entity, an upstream entity or the business assets.
  • The financing structure related to the acquisition.
  • Applicable regulatory constraints due to the status of the business (entity) and the method of investment
  • Foreign investment restrictions if the acquirer is a foreign person/entity.
  • Licensing requirements applicable to the business (entity) and acquirer of the acquired interest.
  • How the purchase price for the acquired interest is to be determined?
  • The structure of the payment(s) of the acquisition price?
  • Whether the acquisition price is to be determined over an earn-out period by future performance of the business (entity)?
  • Whether security is to be provided for any unpaid balance of the acquisition price?
  • How the liabilities of the business (entity) to be taken over and taken into account in the calculation of the acquisition price or indemnified?
  • The protection of the goodwill of the business (entity) by existing and new restraints on key personnel.
  • What warranties should be obtained in relation to the business (entity).
  • Who should give those warranties?
  • Should the giving of the warranties be guaranteed by a third party.
  • What are the taxation implications for the acquirer/seller and business (entity)?
  • Capital gains tax
  • Goods & services tax
  • Withholding tax
  • Thin capitalisation rules
  • Dividend imputation
  • Payroll tax
  • Stamp duty

Related Practice Areas


We think outside the square

We help our clients comply with changing legal requirements and seek to ‘think outside the square’ to provide our clients with solution oriented legal services, with attention to detail.