M&A vendor-side preparation checklist (AU)
Vendor-side preparation determines both price and execution risk. This checklist covers the 12 workstreams that separate a cleanly executed exit from a discounted, dragged-out one.
This is a 12-step vendor-side preparation checklist for an Australian M&A transaction. It covers legal and financial cleanup, data room setup, vendor due diligence, NDAs and process letters, warranty and indemnity insurance, and tax structuring. Use it 3–6 months before launching a sale process.
The checklist
Establish process governance
Appoint a deal team — sponsor, counsel, financial adviser, tax adviser, M&A insurance broker. Agree process timeline.
Legal and financial cleanup
Resolve any historical issues — unsigned contracts, unregistered PPSR interests, unpaid stamp duty, tax disputes.
Structure decision — share vs asset
Decide between share sale and asset sale. Consider tax (CGT, small business concessions, rollovers), stamp duty, and contractual consents.
Vendor due diligence report (optional)
Consider commissioning VDD legal and financial reports to compress process timelines and surface issues early.
Data room setup
Build a VDR with a logical folder structure — corporate, commercial, people, property, IP, IT, tax, disputes. Control access.
Key contract change-of-control audit
Identify change-of-control provisions in key customer, supplier, lease, and financing contracts. Plan waiver/consent strategy.
People and leadership retention
Plan management equity treatment, retention payments, and communications. Ring-fence key hires.
IP, data, and tech stack cleanup
Audit IP ownership (especially where consultants have contributed), open source usage, and data licence positions.
Regulatory approvals map
Map required approvals — FIRB, ACCC, APRA, and industry regulators. Scope likely conditions and timing.
NDA and process letter pack
Prepare the NDA, teaser, information memorandum, and process letter. Track bidder NDAs in a register.
W&I insurance engagement
Engage W&I broker early; scope coverage gaps, pricing, and markup of warranties for insurability.
Draft vendor-favourable SPA
Draft the initial SPA — cap structure, warranty schedule, tax indemnity, escrow, completion mechanism.
When this checklist applies
Use this checklist 3–6 months before launching a sale process. Prioritise data room and cleanup workstreams first — they gate the rest of the process.
Common pitfalls
- Historic legal and financial issues surfacing mid-diligence and causing price chips
- Change-of-control consents discovered late — execution delay
- Incomplete data room — creates diligence drag and erodes bidder confidence
- FIRB/ACCC timing underestimated
- Warranty package not insurable — W&I coverage gaps widen seller liability
Run this checklist on a real matter
Quillio runs vendor-side M&A prep — contract reviews, change-of-control maps, and data room builds with ready-for-diligence indexes. See /practice-areas/commercial-lawyers or start a free trial.
This checklist is a general prep guide. Large-cap and cross-border deals have additional regulatory, competition, and tax 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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