Whether you’re a founder preparing to sell, a company making an acquisition, or an investor backing one, we run the entire transaction end to end — and because we genuinely understand the technology and the business model, we see what generalist advisers miss. The result is fewer surprises, a faster path to completion, lower total cost, and a better number for you.
How we help with tech M&A:
- Preparing tech companies to sell — getting you acquisition-ready and lifting your valuation before you go to market
- Running buy-side and sell-side deals: term sheets, due diligence, sale agreements, completion and earn-outs
- Leading and interpreting technical and IP due diligence — in the buyer’s own language
- Structuring the deal (share sale vs asset sale) to protect what you actually keep
- Negotiating warranties, indemnities, escrow and earn-out terms
- Coordinating tax, competition and foreign-investment requirements with your other advisers
Speak to our tech M&A team for a confidential, no-obligation conversation.
Why technology fluency is our biggest advantage
A software business is not a widget factory. Its worth sits in intangibles — code, architecture, development process, data and contracted revenue — and these are exactly the things a generalist commercial lawyer cannot properly assess. So they paper over them. That is where deals lose value and time.
We assess and protect the four things that decide a tech valuation:
- Source code and IP ownership. Who legally owns the code? Contractor and offshore-developer agreements frequently fail to assign intellectual property to the company, and a single “copyleft” open-source licence can frighten a buyer badly. We trace the chain of title and fix the gaps before the buyer’s lawyers find them.
- Development methods and key-person risk. If the system lives in one or two engineers’ heads, a buyer prices that risk in with long lock-ins and large earn-outs. Documenting the build and reducing founder dependency moves money into cash up front.
- Hardware and infrastructure. Cloud architecture, dependencies, licences, data residency and any hardware or supplier contracts have to actually transfer to a new owner. We check what travels and fix what doesn’t.
- Business processes and revenue quality. Churn, retention, margin, customer concentration and contract assignability all drive the multiple — and a single change-of-control clause in a major customer contract can wipe out value mid-deal. We read every one.
Selling your tech company
We get you acquisition-ready, defend your valuation through due diligence, and structure the deal so more of the price lands in your account.
Acquiring a tech company
We run rigorous legal, IP and technical due diligence, structure the acquisition to limit the liabilities you inherit, and negotiate the warranties, indemnities and retention terms that protect your investment.
Where other firms get caught
The most expensive mistakes in tech M&A are not exotic — they are the predictable result of advisers who don’t understand the technology. When that happens, the other side’s technical due-diligence team finds the problems first, and the moment they do, leverage shifts against you. We see the same patterns repeatedly:
- An IP assignment that was never signed by a contractor who wrote a core module — surfacing in diligence as a price reduction.
- An open-source licence buried in the codebase that is incompatible with a commercial sale.
- A change-of-control clause in the biggest customer contract that the buyer uses to question the revenue.
- A “clean” deal structure that quietly costs the seller a fortune in tax, or saddles the buyer with liabilities they could have avoided.
Each of these is fixable — but only if your adviser knows to look. Left undetected, they translate into discounts, inflated escrows, longer earn-outs, blown-out timelines, ballooning costs, and deals that collapse in diligence. We find and resolve them before the buyer ever looks, and we hold the line when the other side overstates a concern to justify a discount.
Deals and structures we handle
We advise across the full range of technology transactions, including:
- Share sales and asset sales — and getting the structure right for tax. For sellers, that often means coordinating with your accountant on capital gains tax and the small business CGT concessions; you should always obtain tax advice for your circumstances.
- Mergers, roll-ups and management buy-outs.
- Strategic investments, capital raises and convertible instruments.
- Earn-outs, escrow and deferred-consideration arrangements.
- Transactions involving cryptocurrency and digital assets, regulated technology products, and sensitive privacy and data obligations.
Who we act for
We act for software and SaaS companies, development agencies, fintech and digital-asset businesses, hardware and IoT companies, founders and shareholders selling down, and corporate and private-equity buyers acquiring technology. From a first approach to completion and beyond, we are your single point of accountability for the whole transaction.
Frequently asked questions
What does a tech M&A lawyer actually do?
A tech M&A lawyer manages the legal side of buying or selling a technology company — structuring the deal, running or responding to due diligence, drafting and negotiating the sale agreement, and getting the transaction to completion. A specialist adds the part most lawyers can’t: assessing the technology, IP ownership, code and revenue quality that actually determine the price, and protecting that value through the deal.
How do I get my tech company “acquisition-ready”?
Acquisition-ready means that when a buyer appears, your IP ownership is clean and provable, your key contracts are assignable and free of change-of-control traps, your systems and processes are documented, your data and security stand up to scrutiny, and you have a data room ready to go. The ideal time to start is 6–18 months before you sell, though we can run an accelerated review if a buyer is already at the door.
What is technical due diligence, and why does it matter?
Technical due diligence is the buyer’s deep examination of your technology — code quality, architecture, security, scalability, IP ownership and technical debt — often including a full code audit. It matters because it is where buyers find the issues they use to reduce the price or lengthen the earn-out. Preparing for it properly, and being able to engage with it credibly, is one of the highest-value things a seller can do.
Should the deal be a share sale or an asset sale?
In a share sale the buyer acquires the company; in an asset sale they buy selected assets and leave the company behind. The tax outcomes can differ significantly — sellers often prefer a share sale (and may access capital gains concessions), while buyers frequently prefer an asset sale to limit inherited liabilities. A large part of your net proceeds is decided here, so the structure should be settled early, with tax advice specific to your situation.
How long does it take to sell a tech company?
It varies, but a well-run process typically takes several months from going to market to completion, plus any earn-out period afterwards. Deals that are properly prepared move faster and more predictably; deals where problems surface during due diligence can stall for months. Preparation is the single biggest factor in both speed and price.
Do I need a specialist tech lawyer, or will a general commercial lawyer do?
A general commercial lawyer can document a transaction, but most cannot read a codebase, a software licence or a SaaS metrics pack — which means they can’t identify or defend the things that drive a technology valuation. In tech M&A, that gap usually shows up as value lost during due diligence. A specialist who understands the technology protects that value, keeps the deal moving, and engages credibly with the other side’s technical advisers.
Thinking about buying or selling a technology company — or want to get acquisition-ready before you do? Contact our team for a confidential conversation. We’ll tell you what matters, what doesn’t, and how to protect your value — without padding the scope or the bill.
TechLawyers.com.au is operated by Rubicon Law and advises clients in Brisbane, the Gold Coast, Sydney, Melbourne, Perth and across Australia, as well as international clients with Australian technology and regulatory interests.
This page is general information only and is not legal or financial advice. Tax outcomes depend on your specific circumstances. The law and practice described are current as at June 2026.