Business Sales and Transactions Summit

As market dynamics evolve, businesses encounter growing legal and financial complexities in sales and acquisitions. There is no better time to elevate your expertise for effectively navigating these legal challenges. Keep your knowledge current with the latest insights to boost your clients’ business sales and purchases. Learn to mitigate supply chain legal hazards, increase business valuation, and leverage intangible assets for business dispute success. WEB243N18Z

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 and Savvy Strategies for Transaction Triumph

Chair: Allison McLeod, Partner, HWL Ebsworth; Best Lawyers Australia for Franchise Law

9.00am to 10.00am Unfair Contracts: Commercial Perspectives and Considerations in Disputes

  • Setting out the legislative and legal framework governing unfair contracts
  • Identifying unfair contract terms, what constitutes unfairness, and terms commonly determined to be ‘unfair’
  • Examining relationships between contracting parties and other circumstances that may give rise to unfairness, including review of relevant cases
  • Exploring the consequences of unfair contract terms and available remedies

Presented by Mayank Gupta, Partner, and Bishoy Genday, Senior Associate, Cornwalls

10.00am to 11.00am Strategic Insights into Employment Issues During a Business Sale

  • Understanding the significance of employment factors in business sales
  • Navigating workforce transition: Provisions within the Fair Work Act
  • Due diligence must-do’s
  • Nuances of adjustments

Presented by Michael Byrnes, Partner, Swaab; Recommended Employment Lawyer (Employer Representation) New South Wales, Doyle’s Guide 2023

11.00am to 11.15am Morning Break

11.15am to 12.15pm Franchising Code of Conduct: Strategic Insights for Sales and Purchases

  • Navigating the evolving Code of Conduct: What it means for your client’s business
  • Smart strategies for franchise agreements to safeguard your client’s interests
  • Licenses, leases, and permits in franchising
  • Deciphering the franchisee/franchisor dynamic
  • Addressing typical franchise disputes in business transactions

Presented by Maija Kerry, Partner, Norton Rose Fulbright; Best Lawyer, Franchising 2020-22 2022

12.15pm to 1.15pm Managing Supply Chain in Business Transactions: Limiting Liability Risks & Protecting Your Reputation

Explore the following topics for businesses with supply chain suppliers or customers in medium to high risk jurisdictions, focusing on:

  • Bribery and corruption risks
  • Sanctions risks
  • Environmental, social, and corporate governance risksC
  • Considerations for due diligence and transaction document negotiation 

Presented by Isabella Bosworth, Special Counsel, Johnson Winter Slattery 

Session 2

Valuation Considerations and Ethical Labyrinth in Business Transactions

Chair: Amanda Comelli, Partner, Brown Wright Stein; Specialist Accreditation Advisory Committee for Business Law

Professional Skills
2.00pm to 3.00pm Utilising Intangible Asset Valuations as a Tool in Legal Disputes

Intangible assets touch on virtually every aspect of business (and therefore legal disputes). Yet their relative absence of from financial reports means most advisors are unfamiliar with Intangible Asset assessment & valuation techniques.
While the valuation of tangible assets can be relatively straightforward, the process can be more complex in circumstances where intangible assets are involved. This can lead to circumstances where these assets are significantly undervalued (or overvalued, in some instances) relative to their true value, including legal issues such as:

  • Whether a company was insolvent when trading
  • Disputes with tax authorities
  • Warranty claims by purchasers that assets were not as warranted or valued correctly
  • Disputes over the value of shares or exercising of stock options
  • Insurance disputes

Tyler Capson will share insights, case studies and practical advice on how intangible asset valuations can be used as a tool to help depict what has happened, adjudicate any dispute, and assist in structuring a settlement.

Presented by Tyler Capson, Managing Director, Everedge Global

Professional Skills
3.00pm to 4.00pm Business Valuation: Insights Beyond the Numbers

  • Professional standards and best practices
  • Are all valuations created equal and choosing the right valuation methodology
  • Determining which earnings multiple for use
  • Uncover the drivers of value in business and avoiding the errors of valuation

Presented by Alan Max, Partner, Pitcher Partners; Fellow, Chartered Accountants Australia and New Zealand; Valuations Taskforce Member, Accounting Professional and Ethical Standards Board

4.00pm to 4.15pm Afternoon Break

Ethics & Professional Responsibility
4.15pm to 5.15pm Keeping Your Balance on Ethical Tightropes of Business Law Practice

This presentation will equip you with valuable insights to navigate the nuances of ethical dilemmas in business transactions, balancing loyalty, candor, and advocacy.

  • The crucial role of clear, honest communication in guiding clients through complex business transactions
  • Striking the right balance between fervent representation and the ethical prohibition of deceitful strategies

Presented by Katie Innes, Legal Director, Business & Corporate, BAL Lawyers

Presenters

Allison McLeod
Allison is a corporate and commercial lawyer with a particular interest in franchising. She has extensive experience advising franchisor clients in all manner of franchising related issues – from providing advice about Australian market entry and the establishment of franchise networks in Australia, through to acting on sales/acquisitions and advising on dispute resolution. Allison’s experience also includes advising on, and assisting clients with, international expansion. In addition to franchising, Allison regularly advises on competition and consumer law issues, including reviewing contracts in the context of the Competition and Consumer Act 2010 (Cth), assisting clients in dealings with the Australian Competition and Consumer Commission, conducting competition and consumer law training and considering and advising on supply and pricing issues. Some of Allison’s broader commercial experience includes drafting and negotiating contracts, assisting clients with intellectual property protection and implementing structural changes, reviewing and drafting standard form documents and acting on private M&A transactions. Allison has been named in Best LawyersTM Australia for Franchise Law.

Michael Byrnes
Michael Byrnes is a partner of Swaab. He is a workplace relations lawyer with over 20 years' experience in assisting clients navigate employment and work health and safety issues. Michael runs specially tailored training programs and seminars for clients (including at board level). He also drafts and reviews workplace policies and undertakes complex and sensitive workplace investigations. As well as regularly presenting at conferences, Michael is often called upon for expert opinion in the media. He has appeared on numerous radio segments and regularly quoted in publications including The Australian Financial Review, The Age, Lawyers Weekly, Workplace Express, OHS Alert, SmartCompany, HRM Online and InTheBlack on workplace relations and WHS law issues. Michael is also a co-author of the LexisNexis publication "Annotated Fair Work Act & Related Legislation".

Maija Kerry
Maija Kerry is a corporate and commercial lawyer based in Sydney. Maija’s practice is focused on consumer brands and healthcare. As part of her practice she works closely with a lot of franchise brands, assisting them with the broad range of issues arising in consumer facing businesses, from compliance with the Franchising Code, international expansion, marketing and advertising, consumer law issues, disputes and corporate governance. Maija regularly presents in relation to legal issues affecting franchisors and organisations operating in consumer markets, including at the national conference of the Franchise Council of Australia. Maija works closely with her clients to ensure that her legal advice aligns with her clients’ commercial imperatives. Maija has been annually recognised in Best Lawyers – Franchising since 2020.

Isabella Bosworth
Isabella Bosworth is a Special Counsel at Johnson Winter Slattery.  She practices as a corporate lawyer with a focus on mergers and acquisitions, joint ventures and other complex commercial transactions.  Isabella has extensive experience acting for domestic and cross-border clients, including large corporates and private equity firms, across a range of sectors.  She has particular experience advising clients in the healthcare and life sciences, consumer goods, technology, oil and gas and mining industries.  Isabella also regularly advises on corporate governance and foreign investment matters.

Mayank Gupta
Mayank brings a wealth of expertise, with over 15 years’ of international experience in corporate finance, distressed lending, restructuring, leveraged finance, asset finance, real estate finance and project finance. He has acted for large financial institutions and corporates spanning jurisdictions including Australia, United Kingdom, United States, China, India, South East Asia, Africa, andEastern Europe (to name a few). Over the last few years, Mayank has worked closely with alternative capital investors, providing strategic advice to debt funds providing financing in distressed situations, purchasers of non-performing loans and funds providing equity capital in large scale project financings. Mayank has spent significant time in the UK and Asia working on some of the largest transactions in the world, including the largest wind farm financing in the Ukraine to date, the largest bond issuance in Bangladesh and the largest non-performing loan acquisition in Eastern Europe at the time.

Bishoy Genday
Bishoy is a valued advisor and advocate in complex civil litigation and dispute resolution, with a focus on corporate insolvency. With experience managing multi-party and high-stakes litigation, Bishoy has acted for ASX-listed entities, large privately held companies, litigation funders, major property developers, high net-worth individuals, and insolvency practitioners. He practices in areas such as partnership and shareholder disputes, priority disputes, director misconduct, misleading and deceptive conduct, market manipulation, fraud, insolvent trading, voidable transactions, and other serious breaches of corporate civil penalty provisions, executing legal strategies while balancing commercialism and precision. Bishoy is a multi-award-winning lawyer, having gained recognition in the industry for his work in dispute resolution and insolvency. Bishoy received his specialist accreditation and professional membership in the Australian Restructuring Insolvency & Turnaround Association (ARITA), qualifying him as a Restructuring, Insolvency and Turnaround Professional and was commended for achieving first place in NSW and ACT in Advanced Insolvency and placing second in Australia.

Amanda Comelli
Amanda Comelli is a Law Society of NSW Accredited Specialist in Business Law and currently sits on the Law Society's Specialist Accreditation Advisory Committee for Business Law. With more than 10 years' experience as a business lawyer, Amanda provides commercial and corporate law, tax law and estate planning advice to businesses and business owners. Amanda likes to keep her practice broad, to provide her clients with well-rounded and practical legal advice. Amanda has acted for a range of clients including both private and public companies, accountants, financial planners, retailers, business owners, manufacturers, individuals (including high net worth individuals) and not-for-profit organisations. She is also a founder of the Women in Tax Discussion Group, which is hosted monthly by Brown Wright Stein, as a forum for female tax professionals to meet and discuss recent key changes in tax law in a relaxed and supportive environment. Outside of work, Amanda enjoys travel, fitness, and spending time with her family.  She has also represented Australia in several international karate tournaments!

Tyler Capson
Tyler is a Managing Director at EverEdge with a specialty in Corporate Strategy, Valuation and M&A Transactions. Tyler has significant international experience. He helped to establish the company’s Singapore office and its alliance with IPOS International, a subsidiary of the Intellectual Property Office of Singapore, before moving to the United States to continue building EverEdge’s North American footprint. Prior to joining EverEdge, Tyler worked in New York City for Deloitte and Goldman Sachs, advising Wall Street banks and financial institutions, along with working on a number of high-profile transactions including the Facebook IPO and the Apple Bond Offering. Tyler is a Certified Patent Valuation Analyst (CPVA) and Chartered Valuer and Appraiser (CVA). Registered Management Consultant (RMC). He also holds a bachelor’s degree in finance from BYU and an MBA from the University of Utah

Alan Max
Alan advises private and listed companies on their corporate transactions. With a demonstrable track record, Alan conducts valuations, provides corporate and strategic value advice, and serves as an independent expert. Alan undertakes valuations of businesses, intangible assets, employee equity and complex instruments. His valuation reports allow stakeholders to make informed decisions about corporate transactions and tax structuring. Alan is often engaged to prepare Independent Expert’s Reports for ASX-listed company transactions. His independent and expert opinion is also used for litigation proceedings and dispute resolutions. Alan’s expertise and ability to deliver advice is supported by his deep understanding of business drivers, competitive positioning and the market environment. Alan has served as a Board and Advisory Board member of commercial organisations and is proud to contribute meaningfully to a range of community organisations and industry bodies. Alan joined Pitcher Partners in 2006 and became a Partner of the Sydney firm in 2010.

Katie Innes
Katie Innes is an experienced corporate lawyer who regularly advises a range of private companies and individuals, insolvency practitioners, industry peak bodies, co-operatives, associations and local governments on a broad range of commercial issues. Katie is a New South Wales Law Society Accredited Specialist in Business Law. Katie works closely with clients on the establishment and commercialisations of business ventures including the associated corporate governance, business structuring and ownership, succession planning, intellectual property considerations and capital raising. Katie's recent focus has been: assisting clients to find the most suitable business structure for their new and existing businesses to increase tax effectiveness and to create a workable succession plan; assisting clients with capital raising to fund business ventures including the offer of shares, debentures, units and convertible notes; and assisting private companies with major business acquisitions and disposals including the structuring, documentation and completion of those transactions. Katie's analytical and problem solving skills enable her to provide practical advice to her clients to achieve commercial resolutions in the best interests of her clients.

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Issues covered include: case update, legislation update, criminal injuries, impairment assessment, appeals to District Court

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Issues covered include: pre-accident risk assessment, workplace incidents, WHS litigation, pleas, defended hearings

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Issues covered include: incident management, reportable conduct scheme, complaint, workplace investigation, ill and injured staff, medical certificates

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Issues covered include: warranties, indemnities, insurance, M&A transactions

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Issues covered include: strata, short stay, body corporate, foreign investors, duty, CGT, interim planning decisions, administrative law rulings

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Issues covered include: privilege, waiver, the Harman Obligation, advocacy

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Issues covered include: blended families, second spouses, superannuation, case update

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Issues covered include: law making process, new laws, amendments, legislative drafting process, parliamentary bills, delegated legislation, tabling of documents, public interest immunity, PII, royal commissions, judicial inquiries, parliamentary inquiries, parliamentary privilege, executive privilege, parliamentary procedure, powers of parliament, inquiry powers, public sector

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Issues covered include: inherent risks of treatment, breach of duty and causation, delay, misdiagnosis, failure to diagnose, euthanasia, medical products, product liability, class actions, regulatory matters

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Issues covered include: Guardianship division, VCAT, moral duty, financial elder abuse, ethics, ethical considerations

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Issues covered include: discretionary trusts, trust and company law, tax implications for property settlements, financial documents

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Issues covered include: estate planning and succession, taxation, superannuation, Division 7A issues, testamentary trusts, blended families, foreign clients and assets, small businesses, aged care issues, executor risks

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Issues covered include: trusts, CGT concession, ATO rulings, discretionary trusts, vesting, winding up a trust

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Issues covered include: employment termination, contractors, single touch payroll, superannuation guarantee, payroll tax, FBT, expatriate tax overview, underpayment of wages, accessorial liability under the Fair Work Act

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Issues covered include: ALRC, discovery, financial proceedings, disclosure, companies, trusts, partnerships, deceased estate, alternative, restorative justice, mediation, mediator, successful family law practice, costs, billing, growth and development, domestic violence, family violence, trauma, protection orders, parenting orders, evidentiary rules, affidavits, parental alienation, ethics, ethical dilemmas

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Issues covered include: consumer data right, consumer law, ACCC, penalties, Royal Commission into the Financial Sector, employment law, mental health, whistleblowing, regulatory compliance

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Issues covered include: Consumer law, ACCC, consumer data right, ICT, IT contracts, privacy, employment, mental health, workplace investigation, unconscious bias

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Issues covered include: Consumer data right, big data, privacy, mandatory data breach reporting, GDPR, Banking Royal Commission, ACCC, consumer law, ACL, corporate social responsibility, modern slavery, ethics, mental health, practice management, workplace investigation

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Issues covered include: admissibility, advanced rulings, expert evidence, contracts, deeds, Royal Commissions, compulsory examinations, privilege, waiver, advocacy, interlocutory & urgent applications

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Issues covered include: Retail shop lease dispute, tenant, landlord, Retail Leases Act, QCAT, retail tenancy disputes, retail leasing, mediation, leasing disputes, combustible cladding, asbestos, tax, fitouts, depreciation, lease incentives, GST, commercial tenancies, market overview.

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In its 6th year, the Geelong 10 points in One day program offers insights from the industry front line practitioners. You don't have to travel to the CBD to gain updates of current topics and gain your compulsory CPD units. Attend the full program or choose the sessions most relevant to your practice.

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Issues covered include: Win and Retain more Clients, Stress Management, Privileged Evidence and Avoiding Inadvertent Waiver, Contract Disputes and Settlement of Litigation, Exclusion, Indemnity and Insurance Clauses, Insolvency Law Reform, Post-employment restraints, Property, Retail and Commercial Leasing.

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The vast majority of businesses in Australia are small businesses, so you better be prepared to provide up to date and expert advice when a small business client comes to you for help. That means being across the game changing developments stemming from the budget, the election and the Banking Royal Commission. Eleven experts working on small business advisory will give you the latest updates and cutting edge strategies on all of the key issues your small business clients will expect you to know.

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Issues covered include: immigration for business and investors, foreign investment, non-residents doing business, non-residents doing family business, owning a property, anti-money laundering, tax considerations and non-residents, estate planning, administration and sucession for migrations and foreign investors

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Issues covered include: exceeding expectations, plain English techniques, business acumen, resilience and wellbeing

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Issues covered include: Narcotic Drugs Act 1967, Medico Legal aspects, in-house counsel perspective, Courts, prescribing in the clinical setting

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Issues covered include: workplace discrimination, religious organisations, estate planning, crime, parenting, child support, parental rights

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Issues covered include: Technology, Blockchain, WayBack Evidence and Domain names, Directors liability, Quality and financial control, Ethics, manner of manufacture, Infringement, latests cases and developments.

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Issues covered include: Family court proceedings, Subpoena, Separation, Divorce, Family violence, Litigation, Evidence, New Redress Scheme, Child Safety Obligations, Royal Commission, Civil Claims for Institutional Abuse, Criminal Liability and Sexual Abuse, Child Safe Standards.

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Issues covered include: Financial Adviser Standards and Ethics Authority (FASEA) Update, TBAR, Royal Commission, Pension options, SMSF Deed, Superannuation contributions, non-concessional contributions, Transfer Balance Account, Super Death Benefits, Binding death benefit nominations, blended families, incapacity.

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Issues covered include: Enterprise value, Tax strategies, Pre-Sale Restructuring, Selling Business with Property, CGT exemptions, Concessions, Property structure, Business valuation methodologies, Preparing a Business for Sale, Equity transfer to family, Third party sale, tangible and intangible assets, Intellectual Property, Privacy and Data Protection, M & A Merger and Acquisition.

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2019 is a significant year for the retirement village and aged care sectors. The Royal Commission is shaking up the industry, elder abuse and tax law are changing, and there are big shifts in integration and funding issues. Plus the many risks in estate planning, capacity, technology and more. With so much unrest in the sector it’s now more crucial than ever to stay up to date with the latest developments. Equip yourself with the strategies necessary to handle these issues for you client or organisation.

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Issues covered include: Tenancy, tenants, franchise lesing, office sharing, subleases, Dispustes, Variation, Surrender provisions and Termination of Leases, remedies, defaults and damages, co-tenancy, covenants, breaches, insolvency, financial issues and risk, Outgoings, Guarantees, Insurance, Indemnities, Case and Legislative Update.

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Issues covered include: Supreme Court of New South Wales, Service of Notices in Probate, Affidavit of Service, Grants of Probate and Administration, Letters of administration on intestacy, Special and limited grants, Taxation, executor and trustees, stamp duty, foregin estate, income tax, Probate case update decisions.

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Issues covered include: Sexual Harassment, Bullying and Work Safety Claims by Independent Contractors, Fair Work Act and Work Health and Safety Act, Uber and the Point to Point Transport Industry, Sham contracting, who is a contractor, who is an employee.

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Issues covered include: Finance and Property proceedings, Dispute Resolution, Pre-nuptial and nuptial agreements, Family Law Settlements, Transfer of tax debt, Bankruptcy, Spouse Maintenance orders variation, post-separation contributions, Accrued Jurisdiction of the Family Court, Contravention applications, Arbitration.

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Issues covered include: National Redress Scheme, Vicarious Liability in Civil Liability Amendment (Organisational Child Abuse Liability) Act, Expert evidence, Royal Commission into Institutional Responses to Child Sexual Abuse, Medico-Legal.

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Issues covered include: Admissibility of expert evidence, High Court and Court of Criminal Appeal, Evidence Act, Admitted facts, Uncontested facts, Disclosure and Privilege, Tendency and Coincidence Evidence.

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Issues covered include: Statutory unconscionable conduct, Indemnities, Contract drafting, Incorporation of Contractual Terms, case law, Jeffrey Goldberger, Special Counsel, Norton Rose Fulbright.

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Issues covered include: Proposed Acquisition Notice, Powers of resumption, Assessments, Instructing Experts and Maximising Expert Evidence, Land valuation assessment and methods, partial acquistion, business valuation and compensation.

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Issues covered include: Phoenix business activities, tax case update, historical loans, unpaid present entitlements, small business restructuring, practical tax solutions for small business

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Issues covered include: wealth accumulation, property tax, insurance payment, cryptocurrency, client's marriage, separations, family and accounting, succession and estate plannning

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Issues covered include: intent, purpose, context and structure, practical problem solving, judicial review, repeal of statute

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Analyse decision making and reason writing and then work through an in depth, interactive workshop where the presenters will examine, dissect and reconstruct a decision in this unique, can’t-miss workshop.

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Issues covered include: 'Ultimate Consumer' test, heads of agreement, guarantees, assignment, special tenancy arragement, lease documents interpretation, breaches of lease, termination

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Facing family law issues in your school? We have a step by step guide to guide you. Dealing with child safety risks? We’re offering real world guidance from the legal, law enforcement and principal perspectives. Want all your questions answered? Our interactive panels are tailor made for you. And that’s just the start of what you’ll gain from this unique, can’t miss event.

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Issues covered include: capacity, unconscionable conduct, sexual issues, privacy, data security, convergence and seniors living

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Issues covered include: three way examination, inspections, defaults and penalties, case law

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Issues covered include: Trademarks, patents, parallel imports, protection of IP in China, policy register for IP Australia, patent remedies, patent drafting,

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Issues covered include: terrorism offences in Australia, prosecuting home grown terror plots, trends in terrorism, human exploitation

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Keep yourself updated on the psychology and the legal trends in psychological and psychiatric injury claims, including bystander PTSD claims. With claims on the rise, understanding both the medicine and the law is essential for all practitioners working in this area. Straddling the medical and legal worlds, this seminar offers a better understanding of how medical professions form their assessments and evaluate claims, and you will gain an update on the Work Accident and TAC claims.

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Issues covered include: third parties in family law disputes, problem solving, property settlements, family violence amendments, alternate dispute resolution

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Issues covered include: serving of notices in different types of probate proceedings, digital assets and the afterlife, probate litigation

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Issues covered include: Parents, legal disasters, Privacy law, mental and physical health of staff, misconduct, disability and discrimination obligations, race, sex and gender identity, children with physical and learning disabilities

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