The acquisition or sale of a business is one of the most significant commercial transactions a business owner will undertake. Poorly structured, inadequately documented, or insufficiently diligenced transactions create risk that persists long after completion. EAGLEGATE advises business owners, founders, investors, and acquirers on business sales and acquisitions — from initial structuring through due diligence, negotiation, documentation, and completion.

We approach transactions commercially — understanding that speed, certainty, and cost efficiency matter as much as legal precision, and that the best transaction is one that completes on terms that genuinely reflect the agreed deal.

A poorly structured business transaction creates risk that outlasts completion. The time to address that risk is before it arises.

Key Business Sales & Acquisitions Expertise — Advise, Structure, Complete

EAGLEGATE advises across every stage of a business acquisition or sale.

Business Sale vs Share Sale

The most fundamental decision in any business acquisition is whether to structure it as a business (asset) sale or a share sale. Each carries different tax, liability, and commercial implications for both buyer and seller. A share sale acquires the entire legal entity — including all historical liabilities. A business (asset) sale acquires specific assets and liabilities by agreement. EAGLEGATE advises on the appropriate structure for the specific transaction, working alongside the client’s tax advisers.

Due Diligence

Legal due diligence for a business acquisition involves reviewing the target’s contracts, IP ownership, employment obligations, regulatory compliance, litigation history, and corporate records. For technology businesses, IP ownership — particularly where employees or contractors have created IP — requires particular attention. EAGLEGATE conducts due diligence reviews that identify material risks and inform the transaction structure, warranties, and indemnities. The objective is to ensure the buyer knows what they are acquiring and the seller understands their disclosure obligations.

Sale and Purchase Agreements

The sale and purchase agreement (or business sale agreement) is the central transaction document. It defines what is being bought, at what price, on what conditions precedent, and with what warranties and indemnities from each party. EAGLEGATE drafts and negotiates these agreements with commercial precision, ensuring the deal is accurately documented and the client’s position is protected.

Warranties and Indemnities

Warranties in a business sale agreement are representations by the seller about the state of the business. Breach of warranty gives rise to a claim. Indemnities provide protection against specific identified risks. The negotiation of warranties and indemnities is often one of the most commercially significant parts of any transaction — EAGLEGATE advises on appropriate warranty coverage for both buyers and sellers.

Regulatory Considerations

Larger transactions and specific type of transactions may engage regulatory requirements including competition law review by the Australian Competition and Consumer Commission (ACCC) under the Competition and Consumer Act 2010 (Cth), and Foreign Investment Review Board (FIRB) approval for acquisitions involving foreign persons. EAGLEGATE identifies relevant regulatory requirements and manages the approval process as required.

Technology Business Acquisitions

Technology business acquisitions present specific due diligence challenges around IP ownership, software licensing, data privacy compliance, and key person risk. EAGLEGATE’s technology law background gives us practical depth in these areas that generalist M&A lawyers may not match.

1. Assess the Transaction Structure

We assess the appropriate structure — business sale vs share sale — and the key risk profile of the transaction, identifying the due diligence scope and the key document requirements.

2. Conduct Due Diligence

We conduct or co-ordinate legal due diligence — reviewing the target’s legal position comprehensively and providing a due diligence report that identifies material risks and recommended protections.

3. Negotiate and Document

We draft and negotiate the transaction documents — including the sale and purchase agreement, disclosure schedules, and ancillary documents — with focus on accurately capturing the agreed commercial terms and protecting the client’s position.

4. Complete and Transition

We manage completion — including conditions precedent, completion obligations, and any post-completion requirements — and advise on transition obligations following completion.