Episode 2 of the Curious Kiwi Capitalist Podcast Show
9th August 2019
My guest for this show is David Quigg. David is the head of Mergers & Acquisitions at Quigg Partners a boutique Wellington law firm specialising in M&A and a few other specialist areas.
In this show we’ll discuss M&A from a lawyer’s perspective including:
- publically listed company M&A process and the differences with private company M&A
- a practical approach to buying and selling a company including agreeing on key terms in an MOU (while being careful about what is binding)
- how a fixed auction process is unusual in a private M&A transaction unless it is a large transaction
- NDAs, key clauses and enforecement
- Earn-out briding a price gap but causing problem down the track
- the need for early OIA approval in the case of a foreign investor
- due diligence and retentions
- representations and warranties
- shareholders agreement, including drag-along carry-along and Russian Roulette clauses
- why asset sales (rather than share sales) are preferred by buyers even in larger transactions if possible
- net asset adjustments in a share sale
Show Notes
About David
David Quigg has a LLM, was a member of the NZ Takeovers Panel for a decade and has an international reputation as one of New Zealand’s top M&A lawyers. Quigg Partners were established in 2000 and now have 17 lawyers. You’d recognise a number of famous international and local company names they have represented over the years.
Links
David Quigg and Quigg Partners
“M&A and Business Sale Legal Process with David Quigg” show notes.
Transcript: M&A and Business Sale Legal Process with David Quigg
Bruce: Welcome David to the podcast.
David: Thank you very much indeed Bruce.
Bruce: Thank you for doing this, it’s a complex area this particular part of the M&A process and I’m sure the law as well. What’s the process that you see and where do lawyers get involved in that M&A process?
David: The first one is probably to differentiate between public M&A and private M&A. Public M&A is a lot more in the public domain. It’s much more regulated by the Takeovers Act or if you’re doing a scheme of arrangement the rules that govern schemes and also you’ve got the factor in the stock exchange listing requirements, insider trading restrictions etc.
Yet private M&A is perhaps less of that regulatory regime and much more contractual and negotiation in private as well. So from a lawyer’s perspective differentiating between those two kinds of Alternatives is quite critical and you’d have to say in New Zealand we don’t have a huge amount of public M&A.
So the the public M&A amount perhaps our last involvement was for McDonald’s in respect of the investment and Plexure that is kind of one-and-twenty as in the public M&A space. Most of the New Zealand transactions is in the private M&A and its contractual based.
Bruce: Yes. Perhaps let’s talk about the simpler process first the private M&A and then at the end if we have time talk about the differences with public. When a client approaches you and they might be selling or acquiring, what’s the process that you see perhaps for a mid market size business, perhaps choose your figure choose your transaction time. And as you go through that process where do they ask for advice?
David: I think the earliest they get the lawyers involved the better. Now, that’s obviously a bit of a self-serving statement.
The beauty of getting the lawyers involved in particularly ones that do a lot of these transactions it is they get those milestones quickly and you make good prog
Information
- Show
- Published9 August 2019 at 03:27 UTC
- Length55 min
- Season1
- Episode2
- RatingClean