A Board Resolution For Acquisition of Company is a crucial corporate governance document required under Australian law when a company intends to acquire another business entity. This document is essential for demonstrating that the board has fulfilled its duties under the Corporations Act 2001 (Cth) and has made an informed decision in the company's best interests. It should be prepared whenever a company is undertaking an acquisition that requires board approval, typically for significant transactions that could materially affect the company's operations or financial position. The resolution includes detailed information about the proposed acquisition, confirmation of board review of due diligence materials, consideration of risks and benefits, and specific authorizations for proceeding with the transaction. It serves as an official record of the board's decision-making process and provides protection for directors in demonstrating they have exercised their duties with due care and diligence.
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1. Header: Company name, ACN, and document title
2. Date and Time: Date and time of the board meeting
3. Attendance: List of directors present, apologies, and confirmation of quorum
4. Chair: Identification of the meeting's chairperson
5. Background: Context of the proposed acquisition including target company details and strategic rationale
6. Consideration of Materials: List of materials reviewed by the board (due diligence reports, valuations, etc.)
7. Declaration of Interests: Directors' declarations of any interests in the proposed transaction
8. Resolutions: Formal resolutions approving the acquisition and related matters
9. Authority: Authorization for specific officers to execute documents and take necessary actions
10. Closure: Formal closing of the meeting including time
11. Signatures: Signature block for chairperson or all directors as required
1. Financing Arrangements: Required when the acquisition involves new financing or debt arrangements
2. FIRB Approval: Required when the acquisition involves foreign investment requiring FIRB approval
3. Share Issue Details: Required when the acquisition consideration includes issuing new shares
4. ASX Compliance: Required for listed companies addressing ASX listing rule compliance
5. Employee Matters: Required when specific employee-related decisions need board approval
6. Integration Planning: Optional section for documenting high-level integration approach
7. Risk Assessment: Optional section specifically addressing key risks and mitigation strategies
1. Schedule 1 - Target Company Details: Detailed information about the target company including corporate structure and key assets
2. Schedule 2 - Transaction Terms: Key commercial terms of the acquisition including purchase price and payment terms
3. Schedule 3 - Due Diligence Summary: Summary of key findings from due diligence investigations
4. Schedule 4 - Execution Documents: List of all transaction documents requiring execution
5. Appendix A - Valuation Report Summary: Summary of independent valuation report if applicable
6. Appendix B - Financial Impact Analysis: Analysis of the acquisition's financial impact on the company
7. Appendix C - Legal Sign-offs: Confirmations from legal advisers regarding transaction documentation
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Retail
Healthcare
Mining and Resources
Real Estate
Professional Services
Transport and Logistics
Energy
Telecommunications
Agriculture
Construction
Education
Media and Entertainment
Relevant Teams
Legal
Corporate Secretariat
Finance
Mergers & Acquisitions
Corporate Development
Risk Management
Compliance
Strategy
Executive Management
Corporate Governance
Board Secretariat
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Board Director
Chairman of the Board
General Counsel
Corporate Lawyer
Head of Mergers & Acquisitions
Chief Operating Officer
Chief Strategy Officer
Investment Director
Corporate Development Manager
Risk Officer
Compliance Manager
Board Committee Members
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