Primer in Drafting Commercial Documents
You come across these documents so often that they should be perfect. Refine your skills when drafting some of the most common and critical commercial documents you deal with. Examine each clause and tactic you should include 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. WEB228N08
Description
Attend and earn 3 CPD units in Professional Skills
This program is applicable to practitioners from all States & Territories
Chair: Linda Tapiolas, Partner, Cooper Grace Ward
2.00pm to 2.05pm Opening Comments from the Chair
2.05pm to 3.00pm 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:
- Interest of a beneficiary
- Desirable provisions in a modern Trust Deed
- Effecting distributions
- Streaming
- CGT Event E4
- Asset revaluation reserves
- Trust to trust distributions
- Family Trust Elections and Interposed Entity Elections
- Implications of failed distributions
- Reimbursement Agreements
- Amending a Trust Deed
Presented by Clifford Hughes, Principal, Clifford Hughes and Associates
With materials prepared by Michael Bennett, Barrister, Thirteen Wentworth Selborne
3.00pm to 4.00pm 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 Matt Egerton-Warburton, Partner, Gadens
4.00pm to 4.15pm Afternoon Tea
4.15pm to 5.15pm Drafting Sale of Business Agreements / Acquisition Documents for Businesses of all Sizes
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.
- Conditions precedent
- Financing support
- Warranties
- Limits on warranties
- Restraints on sellers
- Foreign Investment Review Board conditions
- Listed parties vs unlisted parties
Presented by Mark Leaker, Director, Leaker Partners
Presenters
Linda Tapiolas
Linda specialises in providing tailored advice and support services to accountants, financial planners and other professional advisers. Linda provides technical advice on complex tax, capital gains tax (CGT) and Division 7A issues, and acting on business sales and acquisitions to ensure clients achieve commercial and tax effective outcomes. Prior to joining Cooper Grace Ward, Linda worked as an accountant for 18 years, advising clients on capital gains, business acquisitions, and restructuring, providing her with a unique insight into her current clients’ business environment. She also regularly conducts seminars and training on topics including business structuring, CGT small business concessions and Division 7A issues.
Clifford Hughes
Clifford Hughes practices as an independent consultant to numerous legal and accounting firms in respect of tax, super, business structuring and succession issues for their own practice structures and also for their clients. He is a Chartered Tax Advisor and a triple Accredited Specialist with the Queensland Law Society & the Law Institute of Victoria.
Matt Egerton-Warburton
Matt Egerton-Warburton is a leading M&A lawyer in the Gaden’s Corporate Team. He specialises in mergers and acquisitions, joint ventures, equity capital markets and board advisory work. Matt’s clients include domestic and international corporates, superannuation funds, company directors, family offices and financial service providers across a broad range of sectors including health, financial services, insurance, media and telecommunications. His transactional experience includes private acquisitions and disposals, public offerings, schemes of arrangement, minority investments, fund formation and joint ventures in jurisdictions across the world. Matt worked with leading law firms in Hong Kong and New York before he returned to Sydney in August 2016. He is admitted to practice in NSW, Hong Kong and New York.
Mark Leaker
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.