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Sarah Johnson
principal lawyer, commercial
meet Sarahabout Sarah
Often described as the “Swiss army knife” of lawyers, Sarah Johnson has over 20 years’ experience as a commercial lawyer and has been working with not-for-profit and charity organisations for more than 15 years.
As Macpherson Kelley’s lead Principal Lawyer in the charity and not-for-profit sector, Sarah provides specialist advice nationally in relation to governance, restructuring, mergers, collaboration arrangements, negotiation of government contracts and funding agreements, in addition to third party agreements such as sponsors, donors, and service providers.
Sarah also has wide ranging expertise in the areas of general commercial law, contract negotiation, governance and structuring, intellectual property, private mergers and acquisitions, and information technology.
She advises privately held companies, start-ups, investors and high net wealth individuals in relation to a variety of sectors, including heavy industry, information technology, biotech, manufacturing and FMCG.
Understanding her client’s business and objectives is a critical element in the advice that Sarah provides. Her focus is on providing practical advice that facilitates the client’s decision-making process, where often, in the case of charities and not-for-profits, the “optics” of the transaction may be as important as the legal considerations.
Areas of Expertise
- Not for Profit
- Commercial law
- Governance and structuring
- Intellectual property
- Mergers and Acquisitions
- Information technology
industries
- Not for Profit
- Information Technology
- Biotech
- Heavy industry
- Manufacturing
- Fast-moving consumer goods
leadership positions
Member, Australian Charities and Not-for-Profits Commission Professional Advisor Forum
Member, Charity Law Association of Australia and New Zealand
recent experience
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private M&A
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.
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intellectual property
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.
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governance and structuring
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.
