Buying and Selling a Business: Transactional Excellence
Issues covered include: reputation, due diligence, franchise business, valuation, transfer of work, term sheets, MoUs, HoAs, precursor agreements, warranties, representations, indemnities, insurance, leases, IP, privacy, data
Description
Risk and business sale transactions go hand in hand, but it’s up to you to influence how much risk is in play in any given matter. To keep risk low for your clients and your practice, you must have a firm grip on the due diligence practices that can prevent a deal from going belly up and a client relationship from going sour. You must be an unassailable expert at warranties, indemnities, insurance, IP, leasing, and franchising issues.
Attend and earn 7 CPD units in Substantive Law
This conference was recorded in NSW on 15 March 2019
Session 1
Perfecting Your Due Diligence
Chair: Darren Pereira, Partner, Holding Redlich
9.00am to 9.05am Opening Comments by the Chair
9.05am to 10.05am: Reputational and Social Considerations: The New Necessary Due Diligence Post #MeToo
- What social due diligence is
- The importance of a company’s culture and behaviours
- The areas to investigate such as doing pay gap audits and harassment investigations
- How to feed your results in the sale agreement: #MeToo warranty
Presented by Kristy Dixon, Partner and Felicia Lal, Lawyer, Marque Lawyers
10.05am to 11.10am: Buying a Franchise Business: Legal Due Diligence
Franchising has been in the news lately with a rash of bad publicity showing that the need for due diligence and sound legal advice is paramount.
- Key issues to cover when advising a new franchisee so you can comfortably sign a legal advice certificate
- Buying an established franchise system and preparing one for scrutiny and sale
Presented by Corinne Attard, Partner, Holman Webb Lawyers; Best Lawyers 2019, Franchise Law
11.10am to 11.25am Morning Tea
11.25am to 12.30pm: Valuation of a Business: What you Need to Know Before Buying or Selling a Business
- What is a business worth?
- The valuation process and approaches
- Total intangibles, personal and residual goodwill
- Valuation approaches
- Capitalisation of future maintainable earnings
- Total intangibles, personal and residual goodwill
- Issues in valuations
Presented by Lauren Cusack, Client Director, ESV – Accounting and Business Advisors; CA Business Valuation Specialist
12.30pm to 1.15pm: Transfer of Work on the Sale and Purchase of a Business
- What is continuity of employment?
- What is a transfer of work?
- Strategic considerations for vendors and purchasers
- The role of the Fair Work Commission in facilitating transfers of work
- What will change if there is a change of government in 2019?
Presented by Brian Williamson, Managing Director, WilliamsonBarwick, Solicitors
Session 2
Risk Issues and Strategies to Manage Them
Chair: Paul Jammy, Barrister, 11th Floor St James Hall Chambers
2.00pm to 2.45pm: An ‘Agreement to Agree?’ Term Sheets, MoUs, HoAs and other Precursor Agreements
- Their legal effect
- Critical drafting considerations and common pitfalls
- The principles of Masters v Cameron 50 years on
Presented by James Beckley, Partner and Matt Watt, Associate, Gadens
2.45pm to 3.30pm: Warranties, Reps, Indemnities and Insurance: Covering Your Client in Ironclad Armor
- Warranties and reps: identifying key areas and what you can ‘give’
- Misleading and deceptive conduct: no ability to exclude statutory liability
- Indemnities: General, specific or both?
- Disclosures and key qualifications
- Thresholds, excess or back to 1st dollar, and liability caps
- Consequential loss?
- Sandbagging: buyer’s knowledge of potential breaches
- Warranty and indemnity insurance
- Completion accounts and price adjustments: ignore at your peril
Presented by Mark Crean, Partner, Jones Day; Best Lawyers 2019, Corporate/Governance Practice, Defamation and Media Law, Mergers and Acquisitions Law, Private Equity Law, Telecommunications Law; Recommended Corporate/M&A Lawyer (Small & Mid-Market Matters), Doyle’s Guide 2017 and Amelia Berczelly, Associate, Jones Day
3.30pm to 3.45pm Afternoon Tea
3.45pm to 4.30pm: Commercial Lease Conundrums in Business Sale Transactions
- Vendor considerations
- Purchaser considerations
- Issues surrounding unregistered leases and side agreements
- Deemed assignment of leases
- Assignment of securities provided under leases
Presented by Eva Vicic, Partner, McCullough Robertson
4.30pm to 5.15pm: IP, Privacy and Data Protection: Disasters Waiting to Happen and How to Avoid Them
- The fundamentals of IP due diligence
- Customer lists, trade secrets and personal information: IP and privacy considerations
- Trans-border IP and privacy issues
- Deal structuring for best securing, protecting and exploiting IP
- Effective drafting for IP-rich business acquisitions
Presented by John Gray, Partner; Best Lawyers 2019, Commercial Law, Corporate Law, Information Technology Law, Intellectual Property Law, Outsourcing Law, Privacy and Data Security Law, Telecommunications Law; Recommended Technology, Media & Telecommunications Lawyers, Doyle’s Guide 2018 and Eli Fisher, Senior Associate, HWL Ebsworth