Business Sales Legal Issues: Negotiating and Documenting
Issues covered include: employees, IP considerations, franchise business, valuation of a business
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 in IP, employment and franchising issues. Master each of these areas and more with a cavalcade of practical sessions
Attend and earn 6 CPD points including:
5 points in Competency Area 4: Substantive Law
1 point in Competency Area 2: Professional Skills
This conference was recorded in WA on 26 March 2019
Chair: David Vilensky, Managing Partner, Bowen Buchbinder Vilensky Lawyers
9.00am to 10.00am: Employees and Business Sales
- Identifying the risks early: what to look for in due diligence
- Planning for the transfer
- Securing key employees: the new contracts
- Negotiating the sale agreement
- At the point of completion
- Restraint of trade?
Presented by Leanne Nickels, Partner, DLA Piper; Best Lawyers 2019, Labour and Employment Law; Recommended Employment Lawyer (Employer Representation), Doyle’s Guide 2017
10.00am to 11.00am: IP Considerations for a Sale and Purchase of a Business
- IP audits and due diligence: IP registers searches, registered and unregistered rights
- How to manage any IP issues that are critical to the deal
- Resolving IP ownership finalising a sale agreement
- Negotiating a value for IP assets
- What to include in the sale agreement’s IP clause and settlement considerations
Presented by Richard Baddeley, Principal, Patent & Trade Marks Attorney, Watermark
11.00am to 11.15am Morning Tea
11.15am to 12.15pm: Buying and Selling a Franchise Business: A Checklist for Success
- The process of buying and selling a franchise: key points and differences
- Franchise documents: key clauses and issues
- Common franchise sale disputes and how to avoid
Presented by Tamra Seaton, Director, MDS Legal PTY Limited; Best Lawyers 2019, Competition Law and Franchise Law
Professional Skill
12.15pm to 1.15pm: 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
- Specific valuation issues in the sale process
Presented by Nadine Marke, Director, Corporate Finance, RSM Australia
1.15pm to 2.00pm Lunch
Chair: Andrew Crean, Partner, Mills Oakley Lawyers
2.00pm to 3.00pm: Tax and Transfer Duty Issues when Planning to Sell a Business
- Tax and transfer duty issues to consider when structuring business sale agreements and share sale agreements
- From the buyer’s perspective
- From the seller’s perspective
- Small business tax concessions
- Setting up a business for a tax effective sale in the future
Presented by Damian Quail, Principal, Williams + Hughes
3.00pm to 4.00pm: Business Sales & Managing Risk: Warranties, Reps, Indemnities and Insurance
- 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 and liability caps: some considerations
- Consequential loss?
- Impact of warranty and indemnity insurance
Presented by Stephanie Rowland, Partner, Allion Partners