M&A buyer-side preparation checklist (AU)
Buyer-side preparation minimises the risk of value destruction — both in diligence findings and post-completion integration. This checklist covers the 12 workstreams that drive deal outcomes.
This is a 12-step buyer-side preparation checklist for an Australian M&A transaction. It covers strategy validation, LOI, diligence scoping, regulatory approvals (FIRB, ACCC), integration planning, W&I, and SPA negotiation strategy. Use it from target identification through to signing.
The checklist
Confirm strategic rationale and integration thesis
Document the strategic rationale, synergies assumed, and integration thesis. Align the deal team around clear value drivers.
Governance and deal approvals
Confirm internal board approval framework, delegations, and any shareholder approvals required.
Letter of Intent / Term Sheet
Agree a signed LOI/Term Sheet covering price basis, exclusivity, diligence access, and key deal terms.
Scope diligence workstreams
Scope legal, financial, tax, technology, HR, commercial, and ESG diligence. Scale depth to value drivers and risk appetite.
Regulatory approvals pathway
Map FIRB, ACCC, and industry regulator approvals. Engage regulators early where approvals are material.
Diligence red flag register
Maintain a live red flag register — issue, financial impact, mitigation (price adjustment, warranty, indemnity, walk-away).
Tax structuring
Model acquisition structure (share vs asset, Australian vs offshore holding), CGT treatment, GST, stamp duty, and interest deductibility.
Funding and conditions
Confirm funding certainty — facility agreement, equity commitment letters, ASIC funding certainty requirements for scheme offers.
Employee and integration planning
Plan employment transition, key person retention, and day-one integration comms.
W&I insurance
Engage W&I broker; negotiate coverage, caps, de minimis/basket, and exclusions. Align with SPA warranty package.
SPA negotiation strategy
Set priorities — purchase price mechanism, warranty cap/floor, specific indemnities, MAC, conduct of business.
Completion and post-completion plan
Plan completion logistics, condition satisfaction, completion accounts, and the first 100 days integration playbook.
When this checklist applies
Use this checklist from target identification through signing. For competitive processes, use the first 4 items to shape the non-binding offer; deepen on exclusivity.
Common pitfalls
- Integration planning starting after signing — value leakage in first 100 days
- Regulatory approvals scope underestimated — missed conditions precedent timing
- W&I insurance gaps creating uncovered residual exposure
- Tax structuring assumptions baked into price without testing
- Key person retention not addressed before signing
Run this checklist on a real matter
Quillio runs buyer-side diligence against a structured playbook, produces issue registers with financial impact, and drafts the SPA negotiation strategy. See /practice-areas/commercial-lawyers or start a free trial.
This checklist is a general guide. Cross-border, regulated, and public-company acquisitions have additional workstreams.
Use this checklist on your matter.
Quillio can run this checklist on a specific NSW conveyancing matter — confirm each item, calculate adjustments, and generate the supporting documents. The free trial requires no credit card.
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