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 ...