M&A in 2025: How Corporate Advisory Lawyers Avoid Deal Breakers

For business owners, buyers and advisors alike, 2025 has presented both opportunities and challenges. In challenging and changing markets, the M&A legal landscape remains complex and unique. There are a range of ways that engaging an experienced corporate advisory lawyer can make all the difference in ensuring a transaction goes smoothly and key risks are avoided.

Understanding the regulatory landscape

M&A transactions are governed by a range of laws and legal principles. These include the Corporations Act 2001 (Cth), principles of contract law, and industry-specific regulation. Depending on the transaction, a range of other legal or other approval requirements may apply, such as requirements under the Foreign Acquisitions and Takeovers Act 1975 (Cth) or the Competition and Consumer Act 2010 (Cth).

What are the risks in an M&A transaction?

There are many risks for buyers, sellers and financiers on an M&A transaction. Some common risks that may arise are:

• Failing to ensure the value of the business is captured in your transaction
• Failing to structure the transaction properly
• Failing to identify issues and risks associated with the transaction
• Failing to identify or obtain necessary change of control or other regulatory approvals
• Failing to protect your position in the transaction documents

Risks will vary depending on the transaction and its structure. However, even in simple and straightforward transactions, risks can arise.

The Role of Corporate Advisory Lawyers

Across the stages of a transaction, corporate advisory lawyers play a pivotal role in capturing the value of the business for their client, and identifying and mitigating risks that could jeopardise a transaction’s success.

This may involve conducting thorough due diligence to uncover potential liabilities, such as undisclosed debts, non-compliance with laws, issues with material contracts, or potential disputes. By identifying these issues early, lawyers can help navigate the complexity of the deal, negotiate favourable terms, or reconsider the transaction altogether.

Throughout the transaction process, corporate advisory lawyers will work with their clients to ensure that key transaction deadlines and contractual requirements are met.

Depending on the transaction needs, a corporate advisory lawyer may negotiate a range of transaction documents beyond a sale and purchase agreement, such as heads of agreement, option agreements, commercial contract novation, lease assignments and other key transactional documentation. Each of these items will require carefully considered terms and an understanding of expected or potential implications during and post completion.

Looking Ahead

With changing markets and the end of year fast approaching, businesses are looking to what’s next in their strategic landscape. Whether you are a business owner, investor, or advisor, partnering with experienced corporate and commercial solicitors can make all the difference in achieving a successful transaction. By addressing potential deal breakers head-on and mitigating risks at each transaction stage, we help our clients unlock the full potential of their M&A opportunities.

For tailored advice on your next M&A transaction, contact the Corporate & Commercial Team at Chamberlains Law Firm today.