Corporate & Commercial
Contracts, structures and governance for businesses that need the paperwork to hold when something goes wrong.
Mergers & Acquisitions
Buying or selling a business, from the term sheet and due diligence through to completion and the restraints that follow.
Litigation & Dispute Resolution
Commercial disputes in the NSW, ACT and Federal courts, resolved early where that is possible and run properly where it is not.
Technology and Software
Your product scales digitally. Your contracts have to scale with it.
The track record
Judgments and tribunal outcomes, transactions completed, appointments taken, and the conversations we are part of in Australia and in Germany.
Germany
A German desk for businesses moving between Australia and the German-speaking market.
Singapore
Singapore law where it governs the contract, and the arbitral seat that carries much of the region’s work.
Mergers and Acquisitions
We act on the sale and purchase of privately held businesses.
For founders, family shareholders and mid-market corporates in Australia, and for European buyers acquiring into this market. Every transaction is led by a principal, from the first term sheet to completion.
2007
Practising in Australia since
3
Offices: Sydney, Canberra, Frankfurt
2
Legal systems, one team
1
Principal on every matter
How a transaction runs
Six stages, and what you decide at each one
01
Structure and term sheet
Before anything is drafted we settle whether this is a share sale or an asset sale, because that choice drives the tax, the duty, and which contracts have to be re-signed. You set the commercial terms. We tell you what each one costs you later.
02
Due diligence
What you are actually buying: title to the shares or assets, the contracts that carry the revenue, leases, employees, intellectual property, and any litigation. Findings go to you as they land, not in one report at the end, so price can still be renegotiated while there is time.
03
Transaction documents
The sale agreement, the disclosure letter, and the ancillary deeds. This is where the warranties, the limits on them, and the earn-out mechanics are settled, and where most of the value is won or given away.
04
Conditions and approvals
Foreign investment approval where the buyer is foreign, competition clearance where the parties overlap, landlord and financier consents, licence transfers. These set the timetable, not the lawyers, which is why they are identified before the term sheet is signed.
05
Completion
Signing, the completion accounts mechanism, payment, and the register and ASIC filings. We run the checklist and hold the executed documents.
06
After completion
The purchase price adjustment, the earn-out period, restraint enforcement if it comes to that, and the filings that follow. Most disputes over a sold business begin here, which is why the clauses that govern them are drafted at stage three and not left to stage six.
Selected transactions
Work we have done
Clients are not named. The sector, the structure, the side we acted on and the jurisdiction are.
Renewable energy
Australian restructure for a European renewables group
Acted for the group on its Australian corporate structure, advised on both sides in German and English.
Share and asset structuring · NSW and Germany
Security services
Sale of the shares in a security and access control company
Acted for the vendor. Share sale agreement, warranties and limitations, completion and ASIC filings.
Share sale · ACT
Food and beverage
Purchase of a hospitality business and its premises
Acted for the purchaser through due diligence, the business sale agreement, the lease assignment and completion.
Asset sale with lease assignment · NSW
Fitness
Acquisition of a franchised fitness business
Acted for the purchaser. Franchise agreement, franchisor consent, disclosure document review and transfer of the site.
Franchise acquisition · ACT
Business services
Acquisition of a franchised business services outlet
Acted for the purchaser. Deferred consideration negotiated, corporate structure and PPSR registrations settled before completion.
Franchise acquisition, deferred consideration · NSW
Cross-border structuring
Restructure of an Australian business and expansion into Singapore
Acted for the company on the holding structure and the steps required to trade into Singapore.
Restructure · Australia and Singapore
Building and construction
Share transfer and rectification for a construction group
Acted for the company. Transfer documented, and a defective earlier transfer cured so the register matched the parties’ intention.
Share transfer and rectification · NSW
Technology
Corporate structure and employee incentive scheme for a technology company
Acted for the company on the holding structure and an employee equity scheme, drafted to survive a later sale of the business.
Structuring and employee equity · ACT
Who does the work
The person you meet is the person who runs it
Fabian Hoffmann
Principal · Sydney, Canberra and Frankfurt
Juris Doctor (ANU) and the First State Examination in Law (Bielefeld), admitted in the Australian Capital Territory, Notary Public of the Society of Notaries of New South Wales, member of the Singapore Institute of Arbitrators, and Vertrauensanwalt for both the Federal Republic of Germany and the Republic of Austria. Works in German and English, and tutored contract law at the ANU College of Law for four years.
Mason Keene-McCann
Principal · Canberra
Admitted to practice in the Supreme Court of Victoria and holds a practising certificate in the Australian Capital Territory. Joined Boettcher Law in 2022 and works with barristers and experts on contested commercial matters.
Australia and Germany
One team, both legal systems
Where a matter runs across both jurisdictions, the German side is handled by our Frankfurt office under German law, not passed to correspondent counsel and marked up. That is the practical difference: one team, one set of documents, and nobody translating between two firms at your cost.
Tax on either side sits with an accountant. We work with Accru Felsers through the German Professional Services Alliance and bring them in at the point the numbers start to matter, which on a restructure or a share transfer is usually before we draft.
Related
Also relevant to a transaction
Speak to us about a transaction
Tell us what you are contemplating and we will tell you what is involved, what it will take, and what it will cost. If it is too early to be worth doing, we will say that too.
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- Medical Technology and Life Sciences
- Agribusiness and Food
- Renewable Energy and Hydrogen
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