Overview
Most Fijian businesses of substance will, at some point, be acquired, merged, restructured or sold. The transaction may be inbound — an Australian, New Zealand, Indian or Chinese group acquiring a Fijian operating business; it may be outbound — a Fijian group acquiring abroad; or it may be domestic — the next-generation succession of a family business, a private-equity exit, the consolidation of an industry. In every case, the legal work done in the months around closing determines whether the commercial value of the deal survives the integration that follows.
Our M&A practice is led by Poonam Maharaj-Wong, who has spent her partnership career structuring and documenting the transactions Fijian commerce most depends on. The practice spans the full lifecycle of a deal: from preliminary structuring and term-sheet negotiation, through due diligence and definitive documentation, to regulatory consents, completion mechanics and post-closing integration.
Roughly half of our M&A work is cross-border — meaning we routinely coordinate with offshore counsel in Sydney, Auckland, Mumbai, Singapore and London, and our drafting is calibrated to deliver clean Fijian-law positions inside transaction structures designed elsewhere.
We act on both sides
The lens shifts substantially between buy-side and sell-side mandates. Our practice is built to act on either — and we are honest with clients about which experience pattern is most directly relevant to their transaction.
Acquirer-side counsel.
Inbound investors and strategic acquirers — due diligence, structuring, warranty and indemnity negotiation, regulatory pathway, post-completion integration. The objective is paying the right price for what you are actually buying.
Vendor-side counsel.
Family sellers, founder-shareholders and corporate divestments — sale-ready preparation, vendor due diligence, disclosure schedules, warranty package design and the protection of the seller's residual position. The objective is closing cleanly, with finality.
Deal lifecycle
Every transaction we run follows a disciplined sequence — calibrated to the deal's scale and complexity, but recognisable across every matter we take on.
Structuring & term sheet
Share sale or asset sale? Onshore or offshore acquisition vehicle? Cash consideration, deferred consideration, earn-out, scrip? The choices at this stage shape everything that follows — and they are easier to get right early than to fix later.
Due diligence
Legal, regulatory, tax, employment, property, contract, litigation. We run buyer-side investigations and we prepare sell-side vendor due-diligence reports. The objective is no surprises at closing or thereafter.
Definitive documentation
Sale and purchase agreement, disclosure schedules, ancillary documents — including the warranty package, indemnities, restrictive covenants, transition services arrangements and the completion deliverables.
Regulatory consents
Investment Fiji registration where applicable, Reserve Bank of Fiji exchange-control approvals, FCCC merger notification for transactions above thresholds, Companies Office filings, and any sector-specific consents (banking, telecoms, hospitality, etc.).
Completion
The closing mechanics that turn a signed agreement into an executed transfer of ownership — payment flows, share transfers, board reconstitutions, security releases, document handovers.
Post-completion
Integration support, warranty-claims management, earn-out monitoring, transition services execution, and the inevitable post-closing adjustments. The matter is not done at signing — it is done when the parties have fully exited each other's affairs.
What we do
Share-sale & asset-sale transactions
Acquisitions and divestments structured as either share sale or asset sale, with the structuring rationale, tax treatment and liability allocation each implies.
Inbound foreign acquisitions
Cross-border acquisitions of Fijian companies by overseas buyers, including the Investment Fiji and Reserve Bank of Fiji regulatory pathway. See foreign investment →
Family-business succession
The transition of family-owned Fijian businesses to the next generation, to professional management, or to external owners. Discreet, calibrated to the family's specific dynamics.
Private-equity & growth-capital
Acting for Fijian businesses raising growth capital, and for the funds investing in them. Shareholders' agreements, investor consents, board mechanics, exit waterfalls and the governance machinery that follows external investment.
Mergers & consolidations
Industry consolidations, mergers of Fijian operating businesses, and the structural choices these require under the Companies Act 2015.
Joint ventures
Joint-venture establishment, governance and exit — between local and overseas partners, between strategic competitors, and within developer/operator structures. See commercial & corporate →
Due diligence reports
Buyer-side and vendor-side due-diligence reporting — calibrated to the deal value and the buyer's risk appetite, with clear, actionable recommendations.
Restructure & reorganisation
Pre-transaction reorganisations to make a business sale-ready, post-transaction integrations, and the periodic group simplifications most multinationals require.
How we work
M&A is a team sport. On every transaction of substance the firm puts a partner in the lead role from the term-sheet stage onwards, supported by senior associates handling the document workstreams and conveyancing officers on the property elements. Where a transaction touches another jurisdiction, we lead the coordination with offshore counsel so the client experiences a single workflow.
We are transparent about fees. Most M&A engagements operate on time-cost with a budget agreed at the outset and reviewed at significant milestones. Where a fixed fee is appropriate for a discrete workstream — typically due diligence or completion mechanics — we will offer one.
Both managing partners are appointed Notaries Public — so signing-meeting authentication, certified copies of constitutional documents, powers of attorney and other execution-related instruments required for use across borders are handled in-house, on the deal team, without external referral.
A transaction on the horizon?
Engage counsel early.
The most expensive moment in any M&A transaction is the point at which counsel arrives too late to fix what should have been fixed at term sheet. A short conversation now is the cheapest insurance available.
Request a partner call →Representative matters
A selection of recent and historic work, anonymised to protect client confidentiality.
Acted for an Australian-listed acquirer in the share acquisition of a substantial Fijian manufacturing business, including Investment Fiji registration, RBF approvals and the warranty-and-indemnity package.
Acted for the founder-shareholders of a Suva-based services business on a complete sale to a regional strategic acquirer, including vendor due diligence and disclosure-schedule preparation.
Structured and documented the inter-generational succession of a substantial Fijian family-owned operating group, including restructure, share transfers and revised governance arrangements.
Acted for the offshore acquirer of a Fijian resort property, including the acquisition of the operating company, the underlying iTaukei lease arrangements and the post-completion management agreements.
Acted for one party to a long-standing 50/50 Fijian joint venture on the structured exit of the other party, including valuation mechanics, share buy-back and the unwinding of cross-arrangements.
Acted for the consolidator in a multi-target sector roll-up in the Fijian commercial services space, including consecutive acquisitions and the integration of the acquired businesses.
Frequently asked questions
Share sale or asset sale — which is better?+
It depends. Buyers usually prefer asset sales because they can pick which liabilities to assume; sellers usually prefer share sales because they exit cleanly. Tax treatment differs materially. Stamp duty consequences differ. Contractual assignment and consent requirements differ. The choice between the two is often the most consequential structuring decision in a Fijian M&A transaction, and it should be made early — we work through it with you at term sheet.
What regulatory approvals does a Fijian acquisition need?+
For inbound foreign acquisitions, the principal items are Investment Fiji registration (under the Investment Act 2021), Reserve Bank of Fiji exchange-control approvals, FCCC merger notification for transactions above the prescribed thresholds, and any sector-specific consents (banking, telecommunications, hospitality, energy and others have their own regimes). Companies Office filings follow on closing. We map the regulatory pathway at the outset.
How long does a Fijian M&A deal take?+
For a straightforward share or asset sale between Fijian parties: typically two to four months from term sheet to closing, depending on diligence findings and consent timetables. Inbound foreign acquisitions are usually three to six months. Cross-border carve-outs or transactions requiring multiple regulatory consents can run longer. We provide a realistic timetable at the outset and update it as the deal develops.
What warranty package is standard in Fiji?+
Standard warranties cover title, capacity, authority, financial statements, tax, employment, property, IP, litigation, regulatory compliance and material contracts. Limitation periods, financial caps, baskets, materiality qualifiers and disclosure mechanics vary by deal size and the parties' negotiating positions. Fijian-law warranty packages have evolved towards international norms over the past decade, though specific structuring requires deal-by-deal judgement.
Do you act on W&I insurance arrangements?+
Yes. Warranty and indemnity insurance is increasingly used on Fijian inbound transactions — particularly where the seller is a family or founder group with limited capacity to provide post-completion recourse. We work with W&I insurers and brokers on policy procurement, underwriting cooperation and the alignment of the policy with the warranty package.
Can completion be staged or conditional?+
Yes — and it usually is on transactions of substance. Conditions precedent typically include regulatory consents, key third-party consents, no material adverse change, ongoing accuracy of warranties, and completion of the buyer's financing. We design the conditions precedent so the closing is the procedural event it ought to be, not the renegotiation point.