Sarah Johnson

Sarah acted for the seller of a large Australian family-owned packaging business to a multinational packaging group based in the United States for a purchase price of circa $80 million. Negotiation of the terms of the acquisition took place over a period of almost a year. Sarah advised on initial non-disclosure arrangements, guided the client through negotiations in respect of a lengthy sale and purchase agreement with comprehensive American-style vendor disclosure, undertook detailed vendor due diligence and advised on warranty insurance arrangements.

Sarah advised a leading youth organisation in its negotiations with a specialist provider of educational technology services regarding a Development Services Agreement. The project involved complex negotiations regarding ownership of the intellectual property generated in respect of various elements of the services. Negotiations between the parties centred around balancing the need for the software provider to apply various elements of the services to future projects for its other clients, against the client’s requirements to own, use and adapt the data generated, course content and materials developed in connection with the services and exit the arrangement with sufficient rights to be able to continue to use the materials in future.

Sarah has worked with a number of charities who have transitioned from an incorporated association to a public company limited by guarantee including advising on the governance arrangements and structuring of the new company. As part of the transition process, Sarah typically assists the client to review and update its objects, determine the membership structure and the process for appointment and election of directors and advises on the winding up provisions (which arrangements are then documented in a new constitution and organisation policies). Sarah provides guidance at each step of the transition process, from assisting the client to evaluate the advantages and disadvantages of the transition, incorporating the new company and advising the board regarding their obligations as directors of the new company once it has been incorporated.