Australia: Shareholders

Justice Lee's recent Star Entertainment decision has sparked questions about its implications for mergers and acquisitions activity.

The recent Ausmincon/Afry scheme has reignited debate over naked no vote break fees in Australian M&A transactions. While these fees have been largely absent from public deals for the past decade, the Court's decision reconfirms they are not inherently coercive and need not be minimal. What factors enabled this $1 million break fee—exceeding 1% of equity value—to withstand judicial scrutiny?

In this matter, the Court had regard to the specific circumstances of shareholdings being unable to be sold on the open market and the terms of the shareholders agreement.

We have analysed non-binding indicative offers (NBIOs) for public companies during calendar years 2022 to 2024. In particular, we have done a deep dive on private equity NBIOs.

Herbert Smith Freehills Kramer has released its annual Public M&A Report, which analyses all of the public M&A transactions announced during the year ended 30 June 2025

There has been recent controversy where ASX-listed bidders have used highly dilutive share issues to acquire a target, bypassing 15% capacity constraints and without bidder shareholder approval.

Listing rule waiver on which James Hardie will rely to acquire Azek without getting shareholder approval.

Bendel is an intriguing case that will have further developments.

Case provides useful roadmap to statutory interpretation, particularly in the context of tax legislation.