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.

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Issues covered include: Win and Retain more Clients, Stress Management, Privileged Evidence and Avoiding Inadvertent Waiver, Contract Disputes and Settlement of Litigation, Exclusion, Indemnity and Insurance Clauses, Insolvency Law Reform, Post-employment restraints, Property, Retail and Commercial Leasing.

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The vast majority of businesses in Australia are small businesses, so you better be prepared to provide up to date and expert advice when a small business client comes to you for help. That means being across the game changing developments stemming from the budget, the election and the Banking Royal Commission. Eleven experts working on small business advisory will give you the latest updates and cutting edge strategies on all of the key issues your small business clients will expect you to know.

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Issues covered include: immigration for business and investors, foreign investment, non-residents doing business, non-residents doing family business, owning a property, anti-money laundering, tax considerations and non-residents, estate planning, administration and sucession for migrations and foreign investors

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Issues covered include: exceeding expectations, plain English techniques, business acumen, resilience and wellbeing

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Issues covered include: Narcotic Drugs Act 1967, Medico Legal aspects, in-house counsel perspective, Courts, prescribing in the clinical setting

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Issues covered include: workplace discrimination, religious organisations, estate planning, crime, parenting, child support, parental rights

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Issues covered include: Technology, Blockchain, WayBack Evidence and Domain names, Directors liability, Quality and financial control, Ethics, manner of manufacture, Infringement, latests cases and developments.

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Issues covered include: Family court proceedings, Subpoena, Separation, Divorce, Family violence, Litigation, Evidence, New Redress Scheme, Child Safety Obligations, Royal Commission, Civil Claims for Institutional Abuse, Criminal Liability and Sexual Abuse, Child Safe Standards.

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Issues covered include: Financial Adviser Standards and Ethics Authority (FASEA) Update, TBAR, Royal Commission, Pension options, SMSF Deed, Superannuation contributions, non-concessional contributions, Transfer Balance Account, Super Death Benefits, Binding death benefit nominations, blended families, incapacity.

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Issues covered include: Enterprise value, Tax strategies, Pre-Sale Restructuring, Selling Business with Property, CGT exemptions, Concessions, Property structure, Business valuation methodologies, Preparing a Business for Sale, Equity transfer to family, Third party sale, tangible and intangible assets, Intellectual Property, Privacy and Data Protection, M & A Merger and Acquisition.

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2019 is a significant year for the retirement village and aged care sectors. The Royal Commission is shaking up the industry, elder abuse and tax law are changing, and there are big shifts in integration and funding issues. Plus the many risks in estate planning, capacity, technology and more. With so much unrest in the sector it’s now more crucial than ever to stay up to date with the latest developments. Equip yourself with the strategies necessary to handle these issues for you client or organisation.

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Issues covered include: Tenancy, tenants, franchise lesing, office sharing, subleases, Dispustes, Variation, Surrender provisions and Termination of Leases, remedies, defaults and damages, co-tenancy, covenants, breaches, insolvency, financial issues and risk, Outgoings, Guarantees, Insurance, Indemnities, Case and Legislative Update.

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Issues covered include: Supreme Court of New South Wales, Service of Notices in Probate, Affidavit of Service, Grants of Probate and Administration, Letters of administration on intestacy, Special and limited grants, Taxation, executor and trustees, stamp duty, foregin estate, income tax, Probate case update decisions.

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Issues covered include: Sexual Harassment, Bullying and Work Safety Claims by Independent Contractors, Fair Work Act and Work Health and Safety Act, Uber and the Point to Point Transport Industry, Sham contracting, who is a contractor, who is an employee.

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Issues covered include: Finance and Property proceedings, Dispute Resolution, Pre-nuptial and nuptial agreements, Family Law Settlements, Transfer of tax debt, Bankruptcy, Spouse Maintenance orders variation, post-separation contributions, Accrued Jurisdiction of the Family Court, Contravention applications, Arbitration.

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Issues covered include: National Redress Scheme, Vicarious Liability in Civil Liability Amendment (Organisational Child Abuse Liability) Act, Expert evidence, Royal Commission into Institutional Responses to Child Sexual Abuse, Medico-Legal.

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Issues covered include: Admissibility of expert evidence, High Court and Court of Criminal Appeal, Evidence Act, Admitted facts, Uncontested facts, Disclosure and Privilege, Tendency and Coincidence Evidence.

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Issues covered include: Statutory unconscionable conduct, Indemnities, Contract drafting, Incorporation of Contractual Terms, case law, Jeffrey Goldberger, Special Counsel, Norton Rose Fulbright.

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Issues covered include: Proposed Acquisition Notice, Powers of resumption, Assessments, Instructing Experts and Maximising Expert Evidence, Land valuation assessment and methods, partial acquistion, business valuation and compensation.

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Issues covered include: Phoenix business activities, tax case update, historical loans, unpaid present entitlements, small business restructuring, practical tax solutions for small business

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Issues covered include: wealth accumulation, property tax, insurance payment, cryptocurrency, client's marriage, separations, family and accounting, succession and estate plannning

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Issues covered include: intent, purpose, context and structure, practical problem solving, judicial review, repeal of statute

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Analyse decision making and reason writing and then work through an in depth, interactive workshop where the presenters will examine, dissect and reconstruct a decision in this unique, can’t-miss workshop.

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Issues covered include: 'Ultimate Consumer' test, heads of agreement, guarantees, assignment, special tenancy arragement, lease documents interpretation, breaches of lease, termination

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Facing family law issues in your school? We have a step by step guide to guide you. Dealing with child safety risks? We’re offering real world guidance from the legal, law enforcement and principal perspectives. Want all your questions answered? Our interactive panels are tailor made for you. And that’s just the start of what you’ll gain from this unique, can’t miss event.

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Issues covered include: capacity, unconscionable conduct, sexual issues, privacy, data security, convergence and seniors living

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Issues covered include: three way examination, inspections, defaults and penalties, case law

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Issues covered include: Trademarks, patents, parallel imports, protection of IP in China, policy register for IP Australia, patent remedies, patent drafting,

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Issues covered include: terrorism offences in Australia, prosecuting home grown terror plots, trends in terrorism, human exploitation

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Keep yourself updated on the psychology and the legal trends in psychological and psychiatric injury claims, including bystander PTSD claims. With claims on the rise, understanding both the medicine and the law is essential for all practitioners working in this area. Straddling the medical and legal worlds, this seminar offers a better understanding of how medical professions form their assessments and evaluate claims, and you will gain an update on the Work Accident and TAC claims.

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Issues covered include: third parties in family law disputes, problem solving, property settlements, family violence amendments, alternate dispute resolution

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Issues covered include: serving of notices in different types of probate proceedings, digital assets and the afterlife, probate litigation

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Issues covered include: Parents, legal disasters, Privacy law, mental and physical health of staff, misconduct, disability and discrimination obligations, race, sex and gender identity, children with physical and learning disabilities

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