Business & Commercial Transactions, Liabilities and Disputes
Gain practical insights into issues that arise in business and commercial transactions. Navigate the considerations you need to be across for buying or selling a business and the key employment issues you face with cross-border corporate sales. Discover practical tips to deal with shareholder conflict within a business and how to resolve or prevent these. Ensure that you understand a director’s personal liability for the financial obligations of a business. WEB246Q03
Description
Attend and earn 4 CPD units in Substantive Law
This program is applicable to practitioners from all States & Territories
Chair: Stephen Moulton, Partner, Danaher Moulton, Recommended Business and Commercial Lawyer, Doyle’s Guide 2023
9.00am to 10.00am Running Commercial Transactions
- Selling or buying a business
- Key risk allocation mechanisms
- Role of warranty and indemnity insurance
- Separation and integration issues
- Project management and effective governance
- Key areas for negotiation
Presented by Brendan Earle, Partner, HWL Ebsworth
10.00am to 11.00am Employment Issues in Cross-Border Corporate Transactions
- Key employment issues in cross-border share sale and asset sale transactions
- Transfer of employment and different legal mechanisms
- Vendor and purchaser due diligence: key employment issues to watch out for in Australia
- Warranties and indemnities
- Completion and post-completion employment issues
Presented by Ben Burke, Partner, Baker McKenzie
11.00am to 11.15am Morning Break
11.15am to 12.15pm Intracompany Disputes: A Focus on Shareholder Disagreements
- Intracompany disputes:
- Causes
- Consequences
- Case Study examples: vesting equity entitlements and conflict
- Directors' duties and oppressive conduct:
- Overview of directors' duties
- Good governance practices
- Case study example: disputes involving an employee turned partner gone away
- Remedies for oppressive conduct
- Intracompany and shareholder dispute prevention, management and resolution
Presented by Talt Anast, Commercial Lawyer, Allied Legal
12.15pm to 1.15pm Exploring Directors' Personal Liability for Financial Obligations: Essential Considerations for Clients
- Directors' personal liability for company taxes
- Personal liability of directors for unpaid company superannuation
- Directors’ exposure in company insolvency:
- Liability for insolvent trading
- Anti-phoenixing provisions
- Breach of directors' duties
- Potential risks tied to personal guarantees
- Unveiling the risks associated with personal guarantees and their impact on family property under charging clauses
- Examining personal guarantees extended for building companies
- Navigating director/shareholder loan accounts and their implications
Presented by Dino Travaglini, Director, Travaglini Corporate Advisory
Presenters
Stephen Moulton
Stephen is a Corporate Advisory and Mergers and Acquisitions partner with over 30 years’ experience. Focusing primarily on privately owned businesses in the SME and mid-market sectors. Stephen is passionate about achieving his clients’ commercial objectives, understanding the bigger picture and working through obstacles to achieve a favourable outcome.
Brendan Earle
Brendan specialises in negotiated transactions and contracting including M&A, business succession, corporate structuring, foreign investment and governance. Brendan solves problems and delivers outcomes. He is an experienced negotiator who leads multi-disciplinary teams to meet client objectives. He uses strong project management skills to deliver efficiency and meet timelines. His board and governance experience gives him a well-rounded perspective on challenging legal issues. Brendan has specialised in private M&A and negotiated transactions for more than 20 years. He has been personally involved in more than 50 significant transactions involving buying, selling or merging businesses valued at more than $8 billion. For several years he has appeared in peer reviewed directories for Corporate/Governance, Healthcare, and Mergers & Acquisitions. In 2017 he was a finalist for Lawyers Weekly Commercial Law Partner of the Year. Brendan is a director of Scope (Aust) Limited, one of the largest disability services providers in Australia. He is Chair of the Risk & Audit Committee. Between 2010 – 2019, he was a director of St Vincent’s Health Australia Ltd, the largest not for profit hospital group in Australia.
Ben Burke
Ben Burke is a partner in the Melbourne office of Baker McKenzie and has more than 20 years' legal experience advising clients across a diverse range of industry sectors. Ben has been recognized as a leading work health and safety; and employment lawyer. Ben advises clients on workplace relations, employment law, equal opportunity, discrimination law, work health and safety and risk management. He also advises clients on key industries: Pharmaceutical, manufacturing, mining and mining services, waste and environmental services, transport and logistics, retail, government and information technology.