Most deals do not fail on price. They fail on the mechanics sitting behind the price — completion accounts, earn-outs, warranty limits — which get drafted late, agreed quickly, and argued about for a year.

What we are usually asked to do

We act on buy-side and sell-side mandates for founder-held and listed businesses across Australia: trade sales, bolt-ons, management buy-outs and schemes of arrangement.

• Term sheets and exclusivity, before positions harden

• Due diligence scoped to what actually moves the price

• Share and asset sale agreements, completion accounts and earn-outs

• Warranty and indemnity insurance, and the disclosure that supports it

How we run it

One partner runs the matter end to end and is on every call. We do not staff a deal with people you have never met, and we do not bill you for the education of a junior.

You will get a view on risk, not a list of every risk. Where a point is not worth taking, we will say so and move on.

What usually goes wrong

Three things account for most post-completion disputes, and all three are settled in the last fortnight of drafting, when everyone is tired and wants to sign.

• Completion accounts prepared on an accounting policy nobody agreed in advance

• Earn-out targets whose inputs the buyer controls after completion

• Disclosure run as a document dump rather than against the warranties

How we are engaged

We scope the work against the deal in front of us, not against a precedent checklist, and give you a fee estimate for each phase before it starts. If diligence turns up something that changes the shape of the transaction, you hear it the day we find it, not in the report.