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  • 1.

    Types of private equity transactions
    What different types of private equity transactions occur in your jurisdiction? What structures are commonly used in private equity investments and acquisitions?

  • 2.

    Corporate governance rules
    What are the implications of corporate governance rules for private equity transactions? Are there any advantages to going private in leveraged buyout or similar transactions? What are the effects of corporate governance rules on companies that, following a private equity transaction, remain or later become public companies?

  • 3.

    Issues facing public company boards
    What are some of the issues facing boards of directors of public companies considering entering into a going-private or other private equity transaction? What procedural safeguards, if any, may boards of directors of public companies use when considering such a transaction? What is the role of a special committee in such a transaction where senior management, members of the board or significant shareholders are participating or have an interest in the transaction?

  • 4.

    Disclosure issues
    Are there heightened disclosure issues in connection with going-private transactions or other private equity transactions?

  • 5.

    Timing considerations
    What are the timing considerations for negotiating and completing a going-private or other private equity transaction?

  • 6.

    Dissenting shareholders’ rights
    What rights do shareholders of a target have to dissent or object to a going-private transaction? How do acquirers address the risks associated with shareholder dissent?

  • 7.

    Purchase agreements
    What notable purchase agreement provisions are specific to private equity transactions?

  • 8.

    Participation of target company management
    How can management of the target company participate in a going-private transaction? What are the principal executive compensation issues? Are there timing considerations for when a private equity acquirer should discuss management participation following the completion of a going-private transaction?

  • 9.

    Tax issues
    What are some of the basic tax issues involved in private equity transactions? Give details regarding the tax status of a target, deductibility of interest based on the form of financing and tax issues related to executive compensation. Can share acquisitions be classified as asset acquisitions for tax purposes?

  • 10.

    Debt financing structures
    What types of debt financing are typically used to fund going-private or other private equity transactions? What issues are raised by existing indebtedness of a potential target of a private equity transaction? Are there any financial assistance, margin loan or other restrictions in your jurisdiction on the use of debt financing or granting of security interests?

  • 11.

    Debt and equity financing provisions
    What provisions relating to debt and equity financing are typically found in going-private transaction purchase agreements for private equity transactions? What other documents typically set out the financing arrangements?

  • 12.

    Fraudulent conveyance and other bankruptcy issues
    Do private equity transactions involving debt financing raise ‘fraudulent conveyance’ or other bankruptcy issues? How are these issues typically handled in a going-private transaction?

  • 13.

    Shareholders’ agreements and shareholder rights
    What are the key provisions in shareholders’ agreements entered into in connection with minority investments or investments made by two or more private equity firms or other equity co-investors? Are there any statutory or other legal protections for minority shareholders?

  • 14.

    Acquisitions of controlling stakes
    Are there any legal requirements that may impact the ability of a private equity firm to acquire control of a public or private company?

  • 15.

    Exit strategies
    What are the key limitations on the ability of a private equity firm to sell its stake in a portfolio company or conduct an IPO of a portfolio company? In connection with a sale of a portfolio company, how do private equity firms typically address any post-closing recourse for the benefit of a strategic or private equity acquirer?

  • 16.

    Portfolio company IPOs
    What governance rights and other shareholders’ rights and restrictions typically survive an IPO? What types of lock-up restrictions typically apply in connection with an IPO? What are common methods for private equity sponsors to dispose of their stock in a portfolio company following its IPO?

  • 17.

    Target companies and industries
    What types of companies or industries have typically been the targets of going-private transactions? Has there been any change in industry focus in recent years? Do industry-specific regulatory schemes limit the potential targets of private equity firms?

  • 18.

    Cross-border transactions
    What are the issues unique to structuring and financing a cross-border going-private or other private equity transaction?

  • 19.

    Club and group deals
    What are some of the key considerations when more than one private equity firm, or one or more private equity firms and a strategic partner or other equity co-investor is participating in a deal?

  • 20.

    Issues related to certainty of closing
    What are the key issues that arise between a seller and a private equity acquirer related to certainty of closing? How are these issues typically resolved?

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Established in 1988, Gilbert + Tobin is a leading independent corporate law firm and a key player in the Australian legal market. From our Sydney, Melbourne and Perth offices, we provide innovative, relevant and commercial legal solutions to major corporate and government clients across Australia and internationally, particularly in the Asia-Pacific region.

View more information about Gilbert + Tobin

Level 35, Tower Two, International Towers
200 Barangaroo Avenue
New South Wales 2000
T: +61 2 9263 4000
F: +61 2 9263 4111


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