Business Sales: Legal Issues & Skills
Issues covered include: IP, CGT Small Business Concessions, restraints of trade, due diligence, franchises, valuations, ethical obligations, negotiation skills
Description
If you’re involved in business sales and purchases, this event will provide a useful update on the key issues you regularly face. Intellectual property, tax, employment, due diligence and more will be addressed by our stellar line-up of expert speakers. Plus gain your ethics and professional skills compulsory units in the afternoon.
Attend the full day and earn 7 CPD units including:
5 units in Substantive Law
1 unit in Ethics & Professional Responsibility
1 unit in Professional Skills
Session 1
Significant Business Sales Legal Issues
Chair: Darren Pereira, Partner, Holding Redlich
9.00am to 9.50am: IP Issues When Buying or Selling a Company: Hot Topics, Tips and Traps
- Be IP ready in the event of business sale
- Scope of IP due diligence: asset/share sale distinction, considerations when acting for seller/buyer in an IP due diligence
- IP Assets: cross-jurisdictional issues, circular definitions and importance of clear drafting, assignment of unregistered trade marks and copyright
- Intragroup IP licensing arrangements and important issue of maintaining valid trade marks
- Trade secrets, knowhow and confidential information
- Impact of recent legislative reforms on IP licences/assignments
- Names and trade marks, use of special conditions in business sale agreements, restraint of trade clauses
Presented by Alison Jones, Senior Associate, Corrs Chambers Westgarth
9.50am to 10.40am: Changes to CGT Small Business Concessions: Is Your Client’s Business Sale Still Tax Effective?
Major legislative change to the small business capital gains tax concessions drastically changed the tax outcome for many clients on the sale of their business. As an advisor you will be asked to give advice on whether to sell the business assets or the underlying ownership interests, and these changes directly impact the tax outcome on that advice. Work through the changes through a case study exploring different approaches to a business sale and the different tax treatment after the changes.
Presented by Adrian Bailey, Partner, Cleary Hoare Solicitors; CTA
10.40am to 10.55am Morning Tea
10.55am to 11.45am: Restraints of Trade Considerations in Sale of Business
- General legal principles
- Restraints applying to transferring employees
- Restraints applying to sellers
- Tips for drafting enforceable restraint clauses
Presented by Adrian Barwick, Solicitor Director, Williamson Barwick; Accredited Specialist in Employment & Industrial Law; Recommended Employment Lawyer, Doyle’s Guide 2019
11.45am to 12.30pm: Due Diligence When Acquiring a Business in Financial Distress
- Understanding who the seller is: instances where the bank is the seller
- Ensuring you have the most information available about the business and its present state
- How to deal with gaps in the information you have
- Considering customers, employees and suppliers
- Prioritisation in due diligence when time is limited
Presented by Kristy Dixon, Partner, Marque Lawyers
12.30pm to 1.15pm: Franchises: Key Considerations when Buying and Selling
- Specifics of a franchise agreement: key things to look out for
- Considering licenses, leases and permits
- Understanding the franchisee/franchisor relationship
- Common franchising disputes in sale and purchase situations
Presented by Corinne Attard, Consulting Principal, Keypoint Law
Session 2
Building Your Business Sales Skills
Chair: TBC
2.00pm to 3.00pm: Valuations for Sale of Businesses
- When valuations are required
- The difference between price and value
- Valuation approaches and methods
- Discounts and premiums
- What are the value drivers?
- What about synergies?
- Common traps
Presented by Fiona Hansen, Senior Managing Director, Valuation Advisory, FTI Consulting
Ethics & Professional Responsibility
3.00pm to 4.00pm: A Practical Guide to Ethical Obligations in Business Transactions
- The fundamental legal duties of solicitors: honesty, courtesy, integrity and independence, and what these actually mean in commercial transactions
- The duty to correct, for example where the other side is labouring under mistake
- Conflicts of interest and what these mean in a transactional environment
- An analysis of recent key decisions
- Case studies and ethical dos and don’ts for lawyers negotiating business contracts
Presented by James Halliday, Consulting Principal, Keypoint Law
4.00pm to 4.15pm Afternoon Tea
Professional Skills
4.15pm to 5.15pm: Negotiation Skills for Solicitors to Ensure the Deal Happens on the Right Terms
- Different approaches and philosophies to negotiation
- Points to focus on in negotiations
- What we have seen work and not work
- Rules of thumb for more effective negotiation
Presented by Rebecca Maslen-Stannage, Corporate M&A Partner, Herbert Smith Freehills: Australian Dealmaker of the Year 2019, Australasian Law Awards
Venue
Cliftons Sydney
Level 3, 10 Spring Street
Sydney 2000
NSW
Australia
Directions
Nearby Public Transport:
Train Stations - Wynyard 400m OR Martin Place 500m
Bus Interchange - Clarence Street 450m
Ferry - Circular Quay 1.2km
Parking Information
Parking not included in your registration. Here are some options below.
Secure Park 20 Bond Street - click here for rates
Wilson Park 1 O'Connell Street - click here for rates
Wilson Park 31 Bond Street - click here for rates