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Combination Agreement

Combination Agreement Template for Australia

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Key Requirements PROMPT example:

Combination Agreement

"I need a Combination Agreement for merging two Australian technology companies, with completion targeted for March 2025, including specific provisions for protection of intellectual property and employee share schemes."

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Document background
The Combination Agreement is a crucial document used in Australian business transactions where two or more entities intend to combine their operations through merger, acquisition, or other forms of business combination. This agreement is essential for transactions governed by Australian law and must comply with the Corporations Act 2001 (Cth), Competition and Consumer Act 2010 (Cth), and other relevant legislation. It contains detailed provisions covering transaction structure, consideration, conditions precedent, warranties, completion mechanics, and post-completion obligations. The document is particularly important for ensuring regulatory compliance, protecting stakeholder interests, and providing a clear framework for the combination process. It requires careful consideration of corporate, competition, tax, and employment implications under Australian law.
Suggested Sections

1. Parties: Identifies and defines all parties to the combination agreement

2. Background: Sets out the context and purpose of the combination agreement

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. Transaction Structure: Details the fundamental structure of the combination (merger, acquisition, etc.)

5. Consideration: Specifies the purchase price or exchange ratio and payment terms

6. Conditions Precedent: Lists conditions that must be satisfied before completion

7. Pre-completion Obligations: Details conduct of business requirements before completion

8. Completion: Specifies completion mechanics and requirements

9. Warranties and Representations: Contains fundamental warranties from all parties

10. Indemnities: Sets out indemnification obligations of the parties

11. Confidentiality: Governs treatment of confidential information

12. Announcements: Regulates public communications about the transaction

13. Termination: Specifies circumstances and consequences of termination

14. Dispute Resolution: Establishes process for resolving disputes

15. General Provisions: Contains standard boilerplate clauses

Optional Sections

1. Regulatory Approvals: Required when the transaction needs specific regulatory clearances

2. Employee Matters: Needed when addressing specific employment arrangements or transitions

3. Tax Matters: Include when specific tax arrangements or allocations need to be addressed

4. Intellectual Property: Required when IP transfers or licenses are a significant part of the transaction

5. Break Fee: Include when parties agree to break fee arrangements

6. Transition Services: Needed when post-completion services will be provided between parties

7. Real Property: Include when real estate assets are a significant component

8. Environmental Matters: Required for transactions involving environmental risks or liabilities

9. Data Protection: Include when significant personal data is involved in the transaction

Suggested Schedules

1. Assets Schedule: Detailed list of assets included in the transaction

2. Warranties: Detailed warranties given by each party

3. Completion Obligations: Detailed list of actions required at completion

4. Form of Transfer Documents: Templates for various transfer instruments

5. Disclosed Information: List of information disclosed against warranties

6. Material Contracts: Key contracts affecting the transaction

7. Intellectual Property Rights: Details of IP rights involved in the transaction

8. Properties: Details of real property assets involved

9. Employee Information: Details of employees and employment terms

10. Completion Accounts: Format and principles for completion accounts

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
Clauses
































Relevant Industries

Financial Services

Mining and Resources

Technology

Healthcare

Real Estate

Manufacturing

Retail

Agriculture

Energy

Infrastructure

Telecommunications

Professional Services

Transport and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Board of Directors

Corporate Secretariat

Strategy

Tax

Human Resources

Operations

Risk & Compliance

Treasury

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Managing Director

Head of Mergers & Acquisitions

Chief Operating Officer

Head of Legal

Finance Director

Company Secretary

Board Director

Chief Strategy Officer

Integration Manager

Due Diligence Manager

Transaction Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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