Corporate, Commercial, Mergers & Acquisitions
Lawyers are all the same, right? Wrong.
The fact is that lawyers, like everyone, come with different skills, experience and interests. Getting a lawyer might be one of the most important things that you ever do, so it’s important that you know that you’re getting the right one.
At Cottell & Co, we know a lot about corporate & commercial law.
We should – we have over 20 years of experience. We assist clients with a range of matters, including mergers and acquisitions, joint ventures and shareholders agreements, corporate structuring, governance, debt and equity financings, foreign investment, supply agreements and other commercial contracts, standard terms of trade, distressed divestments and insolvency, securities law, Australian Consumer Law and regulatory compliance. Our clients are large international companies, manufacturing businesses, family businesses, private investors and corporate advisers. They’re businesses just like you.
We also know that expertise is only part of the picture when you’re looking for a lawyer. You want to know that you’re getting a lawyer who understands the market, is commercially savvy and hands-on. At Cottell & Co, we’re that and more. We don’t over complicate things but we do make sure that the ‘i’s are dotted and the ‘t’s are crossed. It’s what being a good lawyer is about. Legal advice can be expensive and we want to make sure that you get value for money every time. That’s why we have a range of fee structures to suit every client. Think of it as being top-tier service, without the baggage of a top-tier firm.
At the end of the day, you want the lawyer who’s right for you – and that’s where we come in.
Insights
M&A: Disclosures Against Warranties
Sale agreements will usually contain a range of warranties by the vendor in favour of the purchaser in relation to the company or business being sold. These warranties are usually subject to a range of limitations (e.g. minimum and maximum claim thresholds and time limitations) and qualifications. One of the common qualifications is to the effect that the purchaser cannot claim a breach of warranty if the vendor disclosed the true state of affairs to
Earn Outs: Failing to Act in Good Faith
When parties can’t agree on a fixed price for the sale of a business, they often use an earn out arrangement whereby some of the price is dependent on how the business performs or whether certain milestones are achieved after the business is sold. Earn out arrangements are usually beneficial to both the vendor and the purchaser. For instance, if the business performs well, that is a good result for the purchaser plus it also
Sale Process: Maximum price requires maximum disclosure?
Shareholder agreements, joint ventures and similar arrangements often contain transfer procedures that are administered by the board of the relevant company as agent for the party transferring its shares or interests. A recent case highlights some of the risks that boards are exposed to when they undertake these roles, particularly in relation to the extent of information that must be disclosed to interested bidders so they can make an informed assessment about whether and how
Inferring Exclusivity in Contracts: More than one way to skin a cat
Commercial agreements often include provisions that give one of the parties exclusive rights to supply the other party’s requirements for particular goods or services. But what if the agreement does not expressly deal with this? Can exclusivity be inferred or implied? A recent case shows that it can. This is an important development because exclusivity is such a key commercial term that it would ordinarily be expressly dealt with in the contract if the parties intended
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