Archives for January 2015

Roll ups in M&A transactions

A roll up (Roll Up) is generally thought of in the context of mergers and acquisitions is where a group of businesses are combined for the purpose of building an asset base capable of being listed on a stock exchange.  The reason for this is that the larger asset base is more likely to create an exit event in the form of an Initial Public Offer (IPO) more quickly than a business can grow organically.  Putting my MBA hat on the other benefit is the economies of scale that can be achieved because of having a centralised infrastructure and common branding (for example) usually in a common vertical market.  Whilst on the road to the goal, there exists the opportunity to leverage systems and infrastructure to extract synergies for the newly merged business.  The economic rationale for a Roll Up & List (Roll Up & List) is simple, all things being equal, shares which are readily tradeable on a stock exchange are generally more valuable than those that are illiquid.

[Read more…]

Share vesting agreements – could compulsory acquisition be a penalty?

In the Australian start-up community, we appear to have adopted most of the terminology from the United States, notwithstanding that the laws in relation to shares, options, loans (Securities) are completely different.   One such “imported term” is the “Vesting Schedule” which is commonly utilised in a Share Vesting Agreement.   The principle is simple enough, individuals contribute to a start-up (Startup) work to build a product or service and are given equity in the business (Company) in exchange for their efforts (Sweat for Equity Deal).  A Share Vesting Agreement will usually contains a Vesting Schedule which describes the rights and obligations of the participants by which their Securities vest, or are cancelled if the person fails to achieve certain milestones.  Whilst Securities is a broader term, generally in the case of start-ups we refer to various classes of shares in a proprietary limited company incorporated under Australian law.

[Read more…]

Facebook comments considered to be workplace bullying

A recent test case decision handed down by the Full Bench of the Fair Work Commission (Commission) has ruled that comments posted on social media can amount to workplace bullying even if neither the person who posted them or their target were at work at the time.  The case highlights the importance of employers having a strong social media policy in place.

[Read more…]

Send this to a friend