Primer in Drafting Commercial Documents
Elevate your skills and strategies when drafting several of the most common and significant commercial documents you may come across. Examine each clause and tactic you should include in in a trust deed. Master how to draft an effective shareholder agreement that accomplishes your client or organisation’s goals while minimising risk. Work through a detailed checklist of the key issues and documents you need to get right in any sale of business agreement. WEB218N11
Description
Attend and earn 3 CPD units in Professional Skills
This program is applicable to practitioners from all States & Territories
Chair: Michael Bennett, Barrister, 13 Wentworth Chambers
9.30am to 10.30am Trust Deeds: Drafting, Varying and Getting it Right
The importance of trust deeds cannot be underestimated and understanding the terms of your client’s trusts has never been so important. Explore the critical issues including:
- Essential clauses
- Getting it right
- Beneficiaries and powers
- Appointment or removal of trustees
- Trustee decision making and liability
- Income and distribution
- Varying trust deeds
- Lost trust deeds
Presented by Dr Philip Bender, Barrister, List A Barristers
10.30am to 11.30am Drafting Shareholder Agreements
- Assessing the needs of your client(s)
- Anatomy of a shareholders agreement
- Pressure points in different contexts including venture capital transactions
- How to minimise greenmail risk from minority holders
- Deadlocks and other sophisticated provisions
- Traps and pitfalls
Presented by Hemang Shah, Partner and Daniel Moloney, Partner, Jones Day
11.30am to 11.40am Break
11.40am to 12.40pm Drafting Sale of Business Agreements / Acquisition Documents for Businesses of all Sizes
- Conditions precedent
- Financing support
- Warranties
- Limits on warranties
- Restraints on sellers
- Foreign Investment Review Board conditions
- Listed parties vs unlisted parties
Sellers often require more certainty from buyers to commit to complete a proposed acquisition than in the past. Consider how some sellers are approaching the types of clauses above to achieve that certainty and consider the key takeaways from some examples.
Checklists for Business Acquisitions
Examine the key issues that might be considered either by a seller or a buyer of a business prior to offering a business for sale or alternatively making an offer for a business for sale. Several keys questions will be identified so the seller and buyer may focus on the important issues in a sale.
Presented by Mark Leaker, Director, Leaker Partners
Presenters
Michael Bennett, Barrister, 13 Wentworth Chambers
Michael Bennett is barrister practicing from 13 Wentworth Chambers in Sydney. He practices in the following areas: Tax planning (including Superannuation, Estate Planning and Structuring); Federal and State Tax litigation; Commercial litigation; Bankruptcy and Insolvency litigation. From 2006 to 2011, before coming to the Bar, Michael was a solicitor in two boutique SME tax and commercial practices. He was a Judges Associate before that. Michael lectures in tax law in the UNSW Masters of Laws Program. Michael was a Lieutenant in the Royal Australian Navy Reserves (Legal Officer). Michael frequently writes for the Tax Institute or other professional bodies and gives presentations for various bodies on the areas in which he practices.
Dr Philip Bender, Barrister, List A Barristers
Dr Philip Bender is a barrister practising in various areas of commercial and property law, including taxation, superannuation and trusts. Philip is also a Nationally Accredited Mediator, a Chartered Accountant and a sessional member of an administrative tribunal. In the trusts area, he has acted in matters that involve will/trust deed interpretation, trustee/executor removal applications, breach of trustee/executor duties cases, taxation/duty disputes, and judicial advice. He has also advised and acted in a number of disputes involving charitable trusts, including for the Victorian Attorney-General.
Hemang Shah, Partner, Jones Day
Hemang Shah has advised on transactions with an aggregate value in excess of A$100 billion. He is an accomplished corporate lawyer in public and private M&A, equity capital markets, complex business transactions, and IPOs in Australia and abroad. Ranked in Best Lawyers for commercial law and lectures at UNSW as part of their Founders Program designed to inspire entrepreneurial thinking and is a regular judge for the Peter Farrell Cup. Member of the Corporations Committee of the Law Council of Australia. Hemang is a director and NSW president of the Energy and Resources Law Association.
Daniel Moloney, Partner, Jones Day
Daniel's practice focuses on high-stakes commercial disputes, investigations, regulatory enforcement actions and prosecutions, and class action defense. As part of his commercial disputes practice, Daniel regularly advises on corporate governance, and potential disputes and litigation involving shareholders and directors as well as issues arising in connection with corporate transactions. He has recently advised clients in relation to completion disputes, disputes following major change of control transactions, disputes between shareholders and deadlock issues in private companies.
Mark Leaker, Director, Leaker Partners
Mark is a director of Leaker Partners, establishing the firm in 2001. Prior to this, he was a partner in a law firm in Adelaide, then general manager of a finance and investment company in Melbourne. He also acted as chairman and director of public and private companies. With 20 plus years' experience in law, Mark specialises in business and asset acquisitions and divestments, mergers, shareholder and joint venture agreements, advice for directors and shareholders and general corporate advice and governance issues. He is known for his genuine interest in building strong relationships with business owners who value accurate and timely legal advice, getting to know the business and working together to achieve goals.