Practice area

Mergers & Acquisitions / Private Equity

Define the intended work in Mergers & Acquisitions / Private Equity, confirm the applicable requirements and select a task to plan the necessary review.

Key facts

Tasks covered: 27
Tasks with a step-by-step checklist: 14
Local differences: 3 jurisdictions where this area changes

Jurisdiction

Tasks

GreenLawyer reviewYellowClose supervisionRedLawyer-led

Tasks in Mergers & Acquisitions / Private Equity
Task	How AI is used	Human involvement	What the lawyer must review
Prepare the information request for merger notification screeningChecklist Start this task See suggested levelsWritten for Australia	Map available transaction and financial information to a lawyer-selected current threshold checklist and draft a request for missing facts.	RedLawyer-led	Apply current statutory instruments, thresholds, exemptions and control rules to verified facts Make the notification or waiver decision separately
Reconcile company authorities for the signing packChecklist Start this task See suggested levelsWritten for Australia	Organise a matrix of entities, proposed signatories, supplied resolutions and constitutional requirements, with links to the supporting records.	RedLawyer-led	Confirm each company's authority from current law, its constitution and valid records Confirm the decision process before approving execution
Reconcile the transaction share schedule with company recordsChecklist Start this task See suggested levelsWritten for Australia	Compare the transaction share schedule, supplied register of members and supporting issue or transfer records; identify mismatches for review.	YellowClose supervision	Determine ownership and rights from the underlying records and relevant law Do not treat an ASIC search or AI-generated cap table as conclusive title
Triage the data room and draft a first-pass issues listStart this task See suggested levels	From the data-room index and permitted contracts, flag change-of-control, consent, termination, IP ownership gaps and missing files in an issues list with links.	YellowClose supervision	Open every flagged document Spot-check some documents marked clean Upload privileged, employee or customer personal data only to a tool the lawyer has cleared
Screen the deal against the current merger-notification thresholdsStart this task See suggested levels	From the deal parameters and group structure on the file, draft a threshold-screening table (turnover, assets, control, prior acquisitions) and list facts still needed.	RedLawyer-led	Apply the current merger-notification rules yourself Do not treat a generated checklist as clearance to complete
Screen the deal against the ACCC mandatory merger-notification thresholdsChecklist Start this task See suggested levels	From deal parameters and group structure, table turnover, assets, control and prior acquisitions against the ACCC mandatory thresholds; list facts still needed.	RedLawyer-led	Verify the facts from records Apply current legislation and ACCC-linked instruments, exclusions and exemptions Test monetary, cumulative, asset and voting-power thresholds Note: regime from 1 January 2026; asset and voting-power rules from 1 April 2026 Do not treat a checklist as clearance
Screen a merger under the Commerce Commission's voluntary clearance regimeChecklist Start this task See suggested levels	Extract parties, markets and New Zealand overlap into a clearance-fact sheet.	RedLawyer-led	Confirm clearance is voluntary, but the Commission can act if it is not sought Apply the substantial-lessening-of-competition test Do not use ACCC thresholds or the 1 January 2026 Australian start date
Screen the deal for foreign-investment approvalStart this task See suggested levels	From the ownership chart and asset list, draft a foreign-investment screening note: who is foreign, what is being acquired, and which facts still need a source.	RedLawyer-led	Apply the current foreign-investment rules to verified ownership Check current thresholds and bans; do not rely on remembered figures
Screen the deal for FIRB approval under the Foreign Acquisitions and Takeovers ActChecklist Start this task See suggested levels	From the ownership chart and assets, draft a FIRB note: who is a foreign person, what is acquired, any sensitive-sector or zero-dollar category, and facts to source.	RedLawyer-led	Take thresholds from current Treasury/FIRB guidance; they index each 1 January Check 2026 figures: A$347m non-FTA, A$1.498b FTA Check zero-dollar thresholds (not indexed): foreign government investors, residential land Check vacant commercial land, media and national security businesses (regulations: FATA s 4) Note that missed notices risk divestiture
Advise on Overseas Investment Act consent for the transactionChecklist Start this task See suggested levels	Extract overseas-person facts and the sensitive-asset description.	RedLawyer-led	Open the Overseas Investment Act 2005 and current OIO material Do not apply FIRB monetary thresholds or national-security call-in powers
Draft or redline the share or asset purchase agreementStart this task See suggested levels	Draft an SPA or APA from the term sheet, or redline the other side's draft against precedent, listing deviations on warranties, CPs, MAC, liability and completion.	YellowClose supervision	Read every operative clause Check risk allocation matches the agreed deal and the governing law, not a default foreign position
Draft the merger-notification form and supporting submissionStart this task See suggested levels	Compare the lawyer's drafted answers and the collected transaction documents against every question in the ACCC short or long notification form, and produce a completeness register listing unanswered questions, missing uploads, and each market-definition or competitive-effects proposition with no source document behind it. Index the transaction documents in the form's Doc ID, description, date and parties columns; check the market-share and contact answers against the ACCC's Excel templates for those questions — market definition, year, supplier, revenue, volume and capacity for each of the three 12-month reporting periods, and a named contact with a direct email and direct number for each listed competitor and customer — and confirm the machine-readable underlying-data file is attached. Flag any estimate not identified as an estimate, any document supplied as an extract rather than a complete copy, and any material under a confidentiality claim that appears in the non-confidential summary published on the Acquisitions Register. The tool writes no part of the form and no part of the supporting submission lodged with it, because both are lodged under the one signed declaration and the tier follows the most restrictive component of this task.	RedLawyer-led	The lawyer writes the answers and the market-definition and competitive-effects analysis from primary documents and the current ACCC forms and guidance. Confirm every answer, estimate and opinion is the notifying party's own and supported before an authorised person signs the declaration, because lodgement fixes the effective notification date and giving false or misleading information to the ACCC is an offence. Settle the confidentiality claims and the non-confidential summary yourself before lodgement, because the ACCC publishes that summary on the Acquisitions Register and material the notifying party treats as confidential must not appear in it.
Draft the ACCC merger-notification form and Phase 1 or Phase 2 submissionChecklist Start this task See suggested levels	Draft the structure of the ACCC notification form or Phase 1 submission; list market-definition and effects points to evidence and any ACCC decisions cited.	RedLawyer-led	Build market definition, effects and precedents yourself from ACCC decisions and the register Check every decision reference; AI invents them Use the framework in force from January 2026 Remember false or misleading statements to the ACCC may be an offence under the CCA
Draft the shareholder-approval or scheme booklet and explanatory statementStart this task See suggested levels	Draft booklet or explanatory-statement sections from the scheme or merger documents, and list disclosures that lack a verification note.	YellowClose supervision	Source every disclosure Keep court and regulator review copies with the lawyer Leave independent-expert content with the expert
Draft the scheme booklet and explanatory memorandum for ASIC reviewChecklist Start this task See suggested levels	Draft scheme-booklet or explanatory-memorandum sections and list disclosures without a verification note. Do not draft court documents for scheme approval.	YellowClose supervision	Verify each disclosure under Ch 5A, RG 60 and RG 142 (14-day ASIC review) Note errors risk s 1041H liability Leave the expert report to the expert (RG 111) Check the timetable (LR 3.10.5, ASIC relief) Meet GPN-AI (16 April 2026) duties in Federal Court filings Do not use AI for the directors' recommendation
Build the conditions-precedent tracker and completion checklistStart this task See suggested levels	From the executed SPA or implementation deed, list each CP, responsible party, evidence required and status, and draft a completion run-sheet of deliverables.	YellowClose supervision	Match the list to the executed documents Track consents against actual receipts, not inferred emails Calculate regulatory clocks from the current instrument
Draft the warranty disclosure letter against the due-diligence recordStart this task See suggested levels	Map diligence findings to the warranty schedule and produce a first-draft general and specific disclosure letter with document references.	YellowClose supervision	Confirm every disclosure exists in the diligence record; reject invented specifics Check general vs specific disclosure against the SPA and any W&I policy
Rebuild the cap table and constitution rights from company recordsStart this task See suggested levels	Extract share classes, options, convertibles, pre-emption, drag/tag and consent rights from the constitution, shareholders' agreement and registers into a rights matrix.	YellowClose supervision	Reconcile to the original executed documents and a current company extract Do not treat a generated cap table as title
Rebuild the cap table and constitution rights from company records and ASIC dataChecklist Start this task See suggested levels	Extract share classes, options, convertibles, pre-emption, drag/tag and consent rights from the constitution, SHA, registers and ASIC data into a matrix.	YellowClose supervision	Check against a current ASIC extract and the executed shareholders' agreement Capture options, performance rights, convertible notes, SAFEs and warrants Check preference waterfalls and conversion ratios Check foreign ownership at every layer for FIRB Check pre-emptive rights and waivers
Compare alleged facts against the MAC definition in the signed dealStart this task See suggested levels	Extract the MAC definition, carve-outs and notice mechanics, and table the alleged facts against each limb with document references.	RedLawyer-led	Decide whether a MAC has occurred on the signed clause Treat the table as an aid only; the call is a legal and commercial judgment
Prepare the employment due-diligence issues list for the dealStart this task See suggested levels	From the employment contracts, instruments and payroll extracts, list coverage, change-of-control, transfer, redundancy and leave issues with document cites.	YellowClose supervision	Confirm which industrial instrument actually covers the workforce Apply the leave and transfer rules for the place of work; do not mix jurisdictions
Prepare the employment due-diligence issues list against Modern Awards and EAsChecklist Start this task See suggested levels	From contracts, Modern Awards, EAs and payroll, list coverage, change-of-control, transfer-of-business, redundancy and long-service-leave issues with cites.	YellowClose supervision	Confirm Award coverage (rates change each 1 July) Check the EA on the FWC register, including nominal expiry Apply the right LSL law: Vic LSL Act 2018; NSW LSL Act 1955; Qld IR Act 2016; WA LSL Act 1958 Do the FW Act s 311 transfer analysis yourself
Draft exchange and completion letters from the signed documentsStart this task See suggested levels	Draft CP-satisfaction notices, exchange/completion letters and ancillary correspondence using defined terms, dates and party names from the executed documents.	YellowClose supervision	Check every defined term, date and waiver against the signed SPA Avoid accidental waivers and wrong CP notices; either is a completion failure
List post-completion legal steps: novations, IP assignments and filingsStart this task See suggested levels	From the completion papers and contract suite, list novations, assignments, consents still outstanding and corporate filings, with suggested deed templates.	YellowClose supervision	Confirm consents from the executed contracts, not summaries Calendar filing deadlines from current corporate law and any approval conditions on the file
Draft or redline the process NDAStart this task See suggested levels	Produce a first-draft NDA or redline the counterparty form, listing deviations on definition of confidential information, standstill, non-solicit and return/destruction.	YellowClose supervision	Check enforceability of standstill and non-solicit under the governing law Confirm destruction clauses do not conflict with the firm's record-keeping duties
Build a change-of-control and third-party consent matrix from the data roomStart this task See suggested levels	Extract change-of-control, anti-assignment and consent clauses from the permitted contracts into a matrix: counterparty, trigger, notice period and consent mechanics.	GreenLawyer review	Read each clause with its definitions and change-of-control look-through Decide which consents are true CPs
Prepare a completion funds-flow and deliverables listStart this task See suggested levels	From the SPA, disclosure letter and completion accounts instructions, draft a funds-flow table and a deliverables list (documents, payees, signatories) for lawyer review.	YellowClose supervision	Reconcile numbers to the signed price mechanism Use only bank details confirmed by the client Do not treat the list as authority to pay
Triage and classify a data room with AIChecklist Start this task See suggested levelsWritten for AustraliaAustralia only	Classify and summarise documents for issue spotting.	YellowClose supervision	Lawyer reviews flagged documents.
Diligence a target's AI systemsChecklist Start this task See suggested levelsWritten for AustraliaAustralia only	Assess the target's AI privacy and IP risks.	YellowClose supervision	Lawyer settles warranties.
Extract key terms across contracts for a DD reportChecklist Start this task See suggested levelsWritten for AustraliaAustralia only	Pull change-of-control and assignment terms.	YellowClose supervision	Verify against contracts.
Translate DD findings into business value impactsChecklist Start this task See suggested levelsWritten for AustraliaAustralia only	Map findings to valuation and negotiation points.	YellowClose supervision	Lawyer determines relevance.
Draft AI-specific warranties for an acquisitionChecklist Start this task See suggested levelsWritten for AustraliaAustralia only	Draft warranties on AI compliance and data rights.	YellowClose supervision	Lawyer negotiates.
Use a secure AI deal assistant for a data-room first-pass reviewStart this task See suggested levelsWritten for AustraliaAustralia onlySource basis: Area-specific AU source in links	Summarise contracts by red-flag category.	YellowClose supervision	Lawyer reviews flagged and sampled documents.
Manage privilege risk in AI-assisted deal communicationsStart this task See suggested levelsWritten for AustraliaAustralia onlySource basis: Area-specific AU source in links	Set rules for AI use on privileged material.	YellowClose supervision	Lawyer approves.
Draft a disclosure letter from DD findingsStart this task See suggested levelsWritten for AustraliaAustralia onlySource basis: Area-specific AU source in links	Draft disclosures against the warranties.	RedLawyer-led	Lawyer settles.

Firm-wide obligations

Firm-wide obligations
Obligation	What it covers
Trust accounting & handling client money	Checks that apply across files.
Costs, billing & litigation funding	Checks that apply across files.
Client-facing & access-to-justice AI tools	Checks that apply across files.
Incoming evidence — deepfakes & synthetic documents	Checks that apply across files.
AI decision systems	Checks that apply across files.
Confidentiality & client information	Checks that apply across files.
AML/CTF — the practice as a reporting entity	Checks that apply across files.

What changes in Australia

What changes in Australia
Topic	What changes
Approvals	ACCC mandatory merger regime from 1 January 2026 (expanded thresholds from 1 April 2026), plus FIRB, ASX and ASIC. Completing a notifiable acquisition without approval contravenes s 50 CCA; there is no cure after completion.
Citations	Verify Takeovers Panel guidance notes, ACCC merger decisions and Corporations Act cases on AustLII, takeovers.gov.au or the ACCC merger register. Panel guidance notes are not on AustLII.
Confidentiality	Use only enterprise tools with data isolation and no training use. Federal Court GPN-AI (16 April 2026): entering privileged material into AI tools may breach confidentiality. See also ASCR r 9.
Expert reports	An independent expert's report in a scheme booklet is the licensed expert's work under ASIC RG 111; AI content needs full expert re-derivation.
Court filings	GPN-AI (16 April 2026): the responsible person confirms facts, authorities and evidence in AI-assisted filings. AI used to prepare evidence is disclosed at the start of the document.
Limits on AI assistance	Never let AI decide whether ACCC notification or FIRB approval is needed. Never use an AI citation to Panel guidance, ACCC decisions or case law without checking the source. Never upload data-room, confidential or privileged material to a public or consumer AI tool. Never use AI-generated content in an independent expert's report without full expert re-derivation.

What changes in New Zealand

Known here as: Mergers and acquisitions (Commerce Commission clearance / Overseas Investment Office)

What changes in New Zealand
Topic	What changes
Merger control	The Commerce Commission runs a voluntary clearance regime. It clears a merger only if it is unlikely to substantially lessen competition in a New Zealand market.
No clearance sought	The Commission can still take enforcement action. This is not Australia's mandatory ACCC notification regime.
Overseas investment	Overseas persons investing in sensitive New Zealand assets are screened under the Overseas Investment Act 2005. FIRB thresholds do not apply.
Schemes and takeovers	Companies Act 1993, Takeovers Act 1993 and Financial Markets Conduct Act 2013.
Limits on AI assistance	Do not let a tool decide whether Commerce Commission clearance or overseas-investment consent is required. Do not apply ACCC mandatory notification thresholds or FIRB monetary thresholds to a New Zealand deal.

What changes in United States

Known here as: Mergers and acquisitions / private equity

What changes in United States
Topic	What changes
Governing law	Private M&A is state corporate law plus contract. Public deals and sizeable acquisitions add federal securities law and Hart-Scott-Rodino / antitrust review.
AI in due diligence	Formal Opinion 512 names contract analytics for due diligence as a common use. Output you rely on still needs independent verification.
Limits on AI assistance	Do not put the data room into a public tool. Privilege and confidentiality follow Rule 1.6, not the vendor's marketing page.

ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024) · 2026-09-23
ABA Model Rule 1.6, Confidentiality of Information · 2026-09-23

Precedents for this area

Legal due diligence request list (share or asset acquisition) (Checklist, AI use Green). Numbered request list for legal due diligence on an Australian share or asset acquisition, covering merger and foreign investment screening, contracts, employees, IP, privacy, AI systems, finance and disputes.
Protocol for AI-assisted due diligence review, with client notice (tools, data-room terms, sampling, sign-off) (Policy, AI use Yellow). Deal-team protocol for using AI tools on data room documents. It sets preconditions, roles, calibration, human verification and sampling, records and deletion, and includes a client notice explaining the AI use and how it is charged.
AI systems and data warranties and indemnities for a share or asset sale agreement (Clause, AI use Yellow). Buyer-side warranty schedule and specific indemnity on the target’s AI systems, training data, privacy compliance, data breaches, automated decisions and EU AI Act exposure, with seller-side fallback positions.
Vendor disclosure letter against sale agreement warranties (Letter, AI use Red). Seller’s disclosure letter with general disclosures, standard of disclosure, a specific disclosures table keyed to warranty numbers and documents, and the buyer’s acknowledgement.
Scheme of arrangement and takeover bid timetable and deal-protection checklist (Checklist, AI use Yellow). Working checklist for an ASX control transaction: statutory steps and timing for a members’ scheme and an off-market takeover bid, regulatory approvals, and deal protection terms tested against Takeovers Panel Guidance Note 7.
FIRB application information checklist and cover letter (Checklist, AI use Red). Screening questions, an information checklist for a foreign investment application, and a cover letter template to the Treasury’s Foreign Investment Division, with prompts for national security and tax issues.

All precedents for Mergers & Acquisitions / Private Equity. Signed-in accounts can read the full text.

Related jurisdictions

Australia New Zealand United States