Business Sales: Legal & Commercial Strategies
Gain a comprehensive understanding of how to navigate the many legal & commercial issues that will make a business sale a success or a failure. Analyse preliminary agreements, hone your negotiation skills, avoid ethical pitfalls, & perfect your due diligence strategies. Master the latest commercial considerations, legal developments & best practice tactics when dealing with IP, privacy & data protection concerns, employment law trends, franchising issues, & tax risks you cannot overlook. 223N20
Description
Attend and earn 7 CPD units including:
4 units in Substantive Law
1 unit in Ethics & Professional Responsibility
2 units in Professional Skills
This program is applicable to practitioners from all States & Territories
Session 1
Essential Skills & Strategies for Successful Business Transactions
Chair: Darren Pereira, Partner, Holding Redlich; Best Lawyers 2022, Corporate Law
9.00am to 10.00am Let’s Agree to Agree: The When, Why & How of Term Sheets & Heads of Agreement
- When and why should you use a term sheet / heads of agreement?
- Practical, commercial and legal benefits of using a term sheet in a business sale transaction
- When are preliminary agreements binding?
- What are the key terms and threshold issues to consider?
- Red flags & tips for minimising risk
Presented by William Kontaxis, Special Counsel, Holding Redlich
Professional Skills
10.00am to 11.00am Negotiation Skills for Lawyers to Ensure the Deal Happens on the Right Terms
- Different approaches and philosophies to negotiation
- Points to focus on in negotiations
- What we have seen work and not work
- Rules of thumb for more effective negotiation
Presented by Malika Chandrasegaran, Partner, Herbert Smith Freehills; Best Lawyers 2022, Corporate Law
11.00am to 11.15am Morning Tea
Ethics & Professional Responsibility
11.15am to 12.15pm A Practical Guide to Ethical Obligations in Business Transactions
- The fundamental legal duties of solicitors: honesty, courtesy, integrity and independence, and what these actually mean in commercial transactions
- The duty to correct, for example where the other side is labouring under mistake
- Conflicts of interest and what these mean in a transactional environment
- An analysis of recent key decisions
- Case studies and ethical dos and don’ts for lawyers negotiating business contracts
Presented by Andrew Pavuk, Executive Principal, Pavuk Legal; Author, Nobody Else’s Business
Professional Skills
12.15pm to 1.15pm Checklist for Due Diligence on Business Purchases
- Ensuring a business purchase is as promised: vendor warranties, personal inspection/trial periods, and due diligence
- What to ask for in due diligence: marketing material, assumptions list, and proposals
- Ensuring these items are reasonably based
- Limiting the scope of the due diligence: relevance, ‘otherwise covered’ and materiality
- A guide to identifying material risks
- Who participates in due diligence and how to allocate tasks
- Controlling and managing the flow of information
- The due diligence report
Presented by Selwyn Black, Partner, Carroll & O’Dea Lawyers; Accredited Specialist in Business Law
Session 2
Interdisciplinary Legal Issues in Business Sales
Chair: Andrew Pavuk, Executive Principal, Pavuk Legal; Author, Nobody Else’s Business
2.00pm to 2.45pm IP, Privacy & Data Protection in Business Sales
- The fundamentals of IP due diligence
- Customer lists, trade secrets and personal information: IP, confidentiality and privacy considerations
- Trans-border IP and privacy issues
- Drafting considerations for IP-rich business acquisitions
Presented by Judith Miller, Principal & National Practice Group Leader – Commercial; Wrays; Best Lawyers 2022, Commercial Law & Franchise Law; Recommended Non-Contentious Intellectual Property Lawyer, Doyle’s Guide 2021
2.45pm to 3.30pm Employment Law Issues in the Purchase of a Business
- Transferring employees from a vendor to a purchaser’s business
- Key steps in the process & choosing employees to transfer over
- What happens to those left behind or if an employee doesn’t want to work for a purchaser?
- Redundancy: what the vendor and purchaser need to know
- Transfer of employee entitlements
- Restraints of trade
- Practical considerations and case studies in drafting and enforcing restraints of trade
- What will be enforceable? What’s excessive?
- Interaction between restraints in the sale agreement and employment contracts
Presented by Glenn Fredericks, Barrister, State Chambers; Recommended Employment Law Junior Counsel, Doyle’s Guide 2021
3.30pm to 3.45pm Afternoon Tea
3.45pm to 4.30pm Franchises: Key Considerations when Buying and Selling
- New franchising law reforms
- Specifics of a franchise agreement: key things to look out for
- Considering licenses, leases and permits
- Understanding the franchisee/franchisor relationship
- Common franchising disputes in sale and purchase situations
Presented by Maija Kerry, Partner, Norton Rose Fulbright
4.30pm to 5.15pm Tax Implications for Sale of Business: The Key Issues to Have on Your Radar
- Critical tax issues associated with the sale of a business
- Share sale vs asset sale: GST, stamp duty and income tax considerations
- Earnout arrangements
- GST: supply of a going concern
- Stamp duty: pre-sale restructuring
- Purchase price allocation & adjustments
Presented by Sanjay Wavde, Partner – Tax Practice; Best Lawyers 2022, Tax Law; Recommended Tax Lawyer, Doyle’s Guide 2020, and Anthony Hui, Senior Associate – Tax Practice, Ashurst
Venue
Cliftons - Spring Street
Level 3, 10 Spring Street
Sydney 2000
NSW
Australia
Parking Information
Parking not included in you registration. Here are some options below.
Secure Park 20 Bond Street - click here for rates
Wilson Park 1 O'Connell Street - click here for rates
Wilson Park 31 Bond Street - click here for rates
Directions
Nearby Public Transport:
Train Stations - Wynyard 400m OR Martin Place 500m
Bus Interchange - Clarence Street 450m
Ferry - Circular Quay 1.2km