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M&A Plus Insurance – Please mind the gap: managing the timing considerations of warranty and indemnity insurance

Mergers & Acquisitions| 29 Oct 2020

M&A Plus Insurance – Please mind the gap: managing the timing considerations of warranty and indemnity insurance

In Australia, warranty and indemnity (W&I) insurance has become increasingly popular in the context of private M&A transactions. Typically, the buyer takes out a W&I Insurance policy (W&I Policy) to protect against financial loss arising from ...

On pandemics and… earn-outs

Corporate & Commercial| 19 Aug 2020

On pandemics and… earn-outs

Earn-outs have been hammered by the pandemic. Sellers have found themselves permanently and irrecoverably separated from growth benefits they agreed to share with buyers. What can be done to address the real potential for inequity that flows from this?

Directors and officers don’t get bitten: amendments to the Work Health and Safety Act 2011 (NSW) are making penalties bite

Corporate & Commercial| 02 Jul 2020

Directors and officers don’t get bitten: amendments to the Work Health and Safety Act 2011 (NSW) are making penalties bite

Under recent changes to the Work Health & Safety Act 2011 (NSW) (WHS Act), directors and officers cannot be insured or indemnified for penalties for WorkSafe breaches. Our Insurance and Corporate teams discuss the implications of these changes for directors and officers (...

Beware the (fair market) value trap

Corporate & Commercial| 25 Jul 2019

Beware the (fair market) value trap

Vague, incomplete and ambiguous valuation clauses in shareholders agreements are traps for the unwary and create unintended consequences.

Large proprietary companies: Significant changes to financial reporting thresholds

Corporate & Commercial| 17 May 2019

Large proprietary companies: Significant changes to financial reporting thresholds

From 1 July 2019, the thresholds for determining whether an Australian proprietary company is considered a ‘large’ proprietary company under the Corporations Act 2001 (Cth) (Act) will increase.