Throwback to 2021, when Afterpay was fintech’s global darling.

Fueled by pandemic-era growth, its “buy now, pay later” app had 16 million customers and 100k+ merchants globally. It soared across the US and Europe, and its founders were household names in Australia’s tech scene. The payment disruptor was a clear frontrunner in the BNPL scene.

Enter Jack Dorsey’s Square Inc. (now Block Inc.) with a $39bn all-stock bid.

The offer, sitting at a 30%+ premium, certainly smashed records.

But behind the headline was a Hawaii summit and an 11-week sprint that led to the largest public M&A deal in Australia’s history and the biggest cross-border fintech deal globally.

Here’s how G+T and KWM stitched it together.

Talks kicked off under the codename Project Pocket.

By early 2021, Afterpay’s board was weighing up a US IPO, tapping Goldman Sachs to test the float with investors.

That caught Square’s attention.

A personal link then pushed things along. While living in the US, Nick Molnar got to know Amrita Ahuja, Square’s CFO, who introduced him to Jack Dorsey.

In late May 2021, Dorsey, Molnar, Anthony Eisen and senior teams met in Hawaii. After two days on the island, both sides shook hands on a tentative plan to combine Square’s merchant and Cash App ecosystem with Afterpay’s BNPL base.

But the clock was ticking.

Several other suitors — including US banks — had already circled Afterpay. And when news broke that Apple was eyeing BNPL, Square rushed to lock in exclusivity by mid-June.

And after just 11 weeks from that Hawaii meeting, the Scheme Implementation Deed was signed on 1 August.

The timeframe was speedy for a deal of this magnitude. That meant the legal teams had to be heavy hitters to execute.

For G+T, the win reflected its sharp rise in public M&A and tech. Cook and Bassil had already steered headline deals. Their scheme-of-arrangement expertise and founder-friendly approach helped seal Afterpay’s trust.

Still, the choice did raise some eyebrows. Afterpay had long relied on Baker McKenzie for legal advice – from its 2016 IPO through global expansions. But for this defining moment, the company opted for G+T’s top-tier takeover expertise in a public, high-stakes contest.

For KWM, a top-tier Asia-Pacific firm, the mandate was certainly a trophy. Friedlander, one of Australia’s most seasoned M&A lawyers, had steered many blockbuster deals (he would later also advise Woodside on its $43 billion merger with BHP’s petroleum business). His presence signalled the depth of experience behind Square’s legal strategy.

The Scheme structure involved Square offering its NYSE-listed stock at a fixed 0.375 exchange ratio.

A key solve was investor access. To keep Australian investors on board, Square agreed to issue CHESS Depositary Interests (CDIs) on the ASX — a novel dual-listing that allowed local holders to trade their scrip at home.

In addition, the regulatory clearances were stacked:

But an unexpected twist came from the Bank of Spain.

Afterpay had a small European footprint (it had acquired a Spanish BNPL firm, Pagantis, in 2020), which meant the Spanish central bank had to approve the change of control of that regulated entity.

With all other conditions satisfied, it was the last hurdle standing. But a potential late February decision signalled a setback to the deal's fast-paced timetable.

Come early December, the scheme timetable was preserved through the CP-to-CS court-approved variation so the Scheme Meeting could proceed while implementation remained subject to that subsequent clearance.

Afterpay shareholders voted 99.79% in favour. Court approval followed, and on 31 January 2022, the deal closed.

Afterpay’s A$39bn leap into Block was a masterclass in cross-border deal craft.

A founder-led alignment in Hawaii turned into a sprint to terms, a clean regulatory run, and smart timetable management when Spain’s approval lagged.

G+T and KWM sit at the centre of that story, translating strategic logic into a record that actually closed.