Business Advisory: Sales, Acquisitions, Opportunities & Exit Strategies
WEB213AN02: The market is moving. Businesses are looking at financing options and acquisition opportunities. Others are seriously looking into the consequences of selling and considering their exit strategies. No matter the position of your client’s business, they will want to know how they can consolidate tax, utilise tax losses, maximise concessions and tighten the ship. Be at the forefront of business advice, and get your hands on expert knowledge from top accountants and lawyers at this event.
Description
Attend and earn 7 CPD hours
FASEA CPD Categories
Estimated 7 CPD hours in Technical Competence
Chair: Bernadeene Cangelosi, Partner, KPMG Private Clients and Family Office
BUSINESS TRANSACTIONS AND CRITICAL TAX CONSIDERATIONS
9.00am to 9.10am Opening Remarks by the Chairperson
9.10am to 9.40am Keynote Address: ATO Audit Outlook for 2021
Presented by Australian Taxation Office
9.40am to 10.30am Navigating the Business Sale Process
- Scoping out what a transaction involves
- The due diligence process
- Financial and accounting input into the legal documents and negotiations
- Completion considerations
Presented by Kristy Dixon, Partner, and Felicia Lal, Senior Associate, Marque Lawyers
10.30am to 10.45am Morning Tea
10.45am to 11.35am Understanding Tax Workstreams Associated with a Transaction
- Understanding the transaction perimeter (structuring)
- Tax due diligence (both vendor and buy-side)
- Tax considerations of sale agreements
- Post transaction implementation
Presented by James Head, Partner – M&A Tax, Deloitte
11.35am to 12.25pm Key Tax Matters in Planning Your Exit Transaction that are Often Overlooked
- Pre-transaction dividends and returns to shareholders
- Commercial debt forgiveness
- Direct value shifting
- Buyer concerns: explaining your effective tax rate
- General integrity measures and potential impact on an exit
Presented by James Momsen, Partner, Minter Ellison
CONSOLIDATION, LOSSES AND OPPORTUNITIES TO MAXIMISE TAX REDUCTIONS
12.25pm to 1.15pm Tax Consolidation: Buying and Selling Shares
- Buying shares and tax consolidating
- Advantages and disadvantages
- Tax Losses and cost setting
- Tips and traps
- Selling shares and the exit calculation
Presented by Sean Urquhart, Director – Taxation Consulting, Nexia Australia
1.15pm to 2.00pm Networking Lunch
2.00pm to 3.00pm Utilising Tax Losses to Maximum Benefit
- Recoupment of tax losses
- Temporary loss carry back rules
- Eligibility requirements
- Integrity measures
Presented by Burton Andrews CTA, Associate Director, Tax, BDO
3.00pm to 4.00pm Small Business CGT Concessions, Integrity Provisions and Recent Cases: Maximising the Tax Reduction
Whether one is exiting a SME business or restructuring it, there is benefit in exploring the possible application of the small business CGT concessions since their combined operation together with the CGT discount may materially reduce the tax on disposals of business capital assets and sometimes this may be to nil. Examine:
- The practical operation of the integrity provisions enacted into section 152-10(2) of the Income Tax Assessment Act 1997 and their impact on the ability to claim the small business CGT concessions, and the strategies aimed at preserving access to the concessions
- Recent case law and thinking surrounding the application of the small business CGT concessions including the Full Federal Court decision of Eichmann v Commissioner of Taxation [2020] FCAFC 155 and what constitutes an active asset
Presented by Dung Lam, Special Counsel, Coleman Greig; Accredited Specialist in Business and Taxation Law
4.00pm to 4.15pm Afternoon Tea
ALTERNATIVE FINANCING OPPORTUNITIES
4.15pm to 5.15pm Alternative Ways of Financing Business Ventures
- Related-party financing
- Transfer pricing
- Convertible debt
- Tax issues
Presented by Iain Spittal, Tax Partner, PKF
5.15pm Conference Close
Learning Outcomes:
- Hear what the ATO has its eyes on for 2021 and what your clients will need to know
- Understand the business sale process holistically and the key role played by the advisor
- Detail the tax implications in a transaction from structuring through to completion
- Explore overlooked tax considerations such as pre-transaction dividends, Commercial Debt Forgiveness and value shifting
- Clarify your knowledge of tax consolidation and buying and selling shares
- Learn how to maximise on tax losses, understanding the loss carry back rules and the integrity measures
- Consider the small business CGT concessions and their interaction with the integrity measures
- Explore alternative ways to finance business ventures and the opportunities that exist
Presenters
Bernadeene Cangelosi
Bernadeene Cangelosi is a Partner in the Enterprise division within the Family Office team. She works closely with private clients, particularly family offices, privately owned family businesses and ultra-high net worth families. She is focused on solving complex and deep problems for her clients to enable them to achieve their family and strategic objectives. She has been recently appointed to join the Private Groups Stewardship Group of Australian Taxation office.
James Momsen
James Momsen is a transactional income tax adviser with over 10 years' experience, focusing on Corporate M&A and Private Equity/Venture Capital. His experience in providing Australian tax advice to a range of domestic and international clients has resulted in being recognised for his technical expertise and commercial acumen in providing clients solutions to achieve their transactional goals. Prior to joining MinterEllison, James was a senior team member of the M&A and Private Equity Tax team of a Big 4 accounting firm, during which he spent time in New York working on the Australian tax desk, assisting on US lead Corporate M&A and Private Equity transactions.
James Head
James Head is a Partner in the M&A tax practice specialising in providing transaction services advice. With over 18 years of experience, James has advised on taxation issues including transaction structuring, due diligence, tax controversy and complex compliance and post transaction implementation. James has advised business and private equity on both acquisition and vendor due diligence, transaction structuring as well as advising on tax specific aspects of transaction documentation and income tax implications arising from transactions, both locally and internationally.
Kristy Dixon
Kristy Dixon is a partner and head of the Corporate/M&A team at Marque Lawyers, which was founded in 2008 with the modest ambition of completely changing the way law is practised. Kristy gained high level experience at major law firms before joining Marque and she hasn't looked at a time sheet since. She combines tons of experience running every kind of corporate deal imaginable, with a keen interest in emerging corporate structures.
Sean Urquhart
Sean Urquhart is a Director of the taxation consulting division at Nexia Australia – Sydney. He is a Chartered Tax Adviser with a Masters of Taxation and has over 25 years’ experience, 22 of which have been with the firm. Sean's focus is on the provision of Taxation and Business Advisory Services to various entities including international organisations establishing a presence in Australia. Sean's experienced in advising to a range of entities includes SME's, primary producers, international companies and high net worth individuals. His specialist experience also extends to international taxation, corporate reconstructions, tax consolidation, small business CGT concessions and employee share schemes.
Burton Andrews
Burton is an Associate Director in Tax with BDO in Sydney. He has over 13 years’ experience in providing tax consulting and compliance services to a range of public and medium to large private corporate clients on domestic and international tax issues, that are tailored to clients’ needs, whilst also meeting the commercial objectives. His experience extends to assisting multi-nationals, specifically significant global entities in managing their tax affairs in Australia. He also focusses on assisting entities in the not-for-profits sector. Burton specialises in tax due diligence across various industry sectors.
Dung Lam
Dung Lam is a tax and superannuation lawyer with years of experience advising on a wide variety of taxes including income tax, capital gains tax, GST and state taxes such as payroll tax and land tax. Dung has extensive experience in advising on the taxation of trusts, superannuation issues concerning self managed superannuation funds and tax issues related to estate planning. Dung is a Chartered Tax Adviser, a full member of the Society of Trusts and Estates Practitioners and an accredited Taxation Law Specialist with the New South Wales Law Society.
Iain Spittal
Iain Spittal is a Partner of PKF and is part of our specialist Taxation team in Sydney. For more than 16 years, Iain has provided specialised corporate tax advice to a range of clients in Australia and the United Kingdom. He has worked with his clients on all taxation matters impacting the private and corporate sector, including cross-border structuring, mergers and acquisitions, tax planning, tax consolidation, loss recoupment, acquisition and divestment of assets, group restructures and high level negotiating with the Australian Taxation Office. He understands recent developments in transfer pricing requirements and the burden this places on Australian companies. Iain is an active participant in Government policy discussions surrounding taxation in Australia.
Felicia Lal
Felicia Lal is a senior associate in the Corporate / M&A team at Marque Lawyers. Marque is dedicated to doing law differently, its purpose is to redefine the law firm as a collaboration of exceptional (and exceptionally happy) lawyers that use the power of the law for positive change – for its lawyers, clients and society. In the M&A team, Fee provides advice on fundraising (both debt and equity raises), along with corporate governance and advice on domestic and cross-border mergers and acquisitions. Her practice includes anything from capital raising for start-ups through to restructuring advice and drafting and negotiating share and business sale agreements.