Sale of Business Transactions: Doing a Deal Start to Finish
Before you sit down to draft your client’s Agreement to Purchase, or sell a business, it is important that you consider these 5 critical areas – especially the sale of company shares and assets. Take a deep dive into important aspects of due diligence, understand share and business valuations, get the most value out of a share acquisitions and sale, and gain pro tips on the employment and tax aspects that need to be thought through to ensure you are getting the most for your client. WEB2111NZA17
Description
Attend and earn 4 CPD hours
Chair: Graeme Switzer, Partner, Duncan Cotterill
1.00pm to 1.45pm Due Diligence: What you Need to Know
- What is important in due diligence?
- How to structure a due diligence investigation and report
- The impact of due diligence on sale and purchase terms and negotiations and the need to reflect deal markers in process and parameters
- Budget and process control
- Taking an overview of the process
Presented by Patrick Learmonth, Partner, Stace Hammond Lawyers
1.50pm to 2.35pm Share and Business Valuations for M&A Transactions
- Examine common valuation issues encountered in a business transaction context
- Why value a business for transaction purposes when the market will set the price?
- Business and share valuations: What is the difference?
- Common approaches to business valuation
- Normalising earnings and assessing the valuation multiple: key issues
- Fair market value vs. transaction value: Are they the same?
- Valuation treatment of working capital
Presented by Jay Shaw, Partner - Financial Advisory Services, Grant Thornton
2.40pm to 3.25pm Sale and Purchase of Company Shares
- Why sell company shares vs assets?
- Outline of share sale process
- Discussion of potential risks
Presented by Joelle Grace, Partner, Lane Neave
3.25pm to 3.35pm Break
3.35pm to 4.20pm Tax Issues in a Business Acquisition or Disposal
- Share vs asset sales and the key tax implications to be aware of
- Managing tax risk through warranties and indemnities
- What is tax due diligence? Getting tax ready for sale
- The new business continuity test: dealing with tax losses
Presented by Jamie Dawson, Associate Director – M&A Tax, Deloitte
4.25pm to 5.10pm Employee Considerations in a Business Purchase or Sale
- A practical guide of issues to look out for when negotiating the buying or selling of a business; including:
- Requirements regarding employment contracts – what can, can’t and should be done
- Holidays Act 2003
- Availability provisions
- Decisions around the current workforce
- Discuss the sales documentation process and the due diligence required during this process; including:
- Best practice checklist for the buying process
- Hours of work
- Obligations for compliance including time records
- What to do when vulnerable employees are involved
- Health & Safety obligations
- Examine the amendments to the Employment Relations Act
Presented by Emily Moore, Special Counsel and Hannah King, Senior Solicitor, MinterEllisonRuddWatts
5.10pm to 5.15pm Closing Comments by the Chair
Learning Objectives:
- Learn how to structure and get the most out of a due diligence investigation
- Examine valuation issues encountered in a business transaction
- Learn about the company share sale process and risks
- Understand the potential employee issues that may arise and how to deal with them
- Gain insights into the tax implications that you need to be aware of
Testimonials
“I learned a great deal”
“Great insights on what to consider when assisting with a business transaction.”
Presenters
Graeme Switzer
Graeme specialises in mergers and acquisitions, company restructurings, securities offerings and general corporate and commercial law. He has advised public companies, multinationals, government entities, accounting firms and medium sized enterprises and regularly advises overseas companies on New Zealand M&A transactions and broader New Zealand legal matters. His experience includes advising on a range of business sales and purchases for New Zealand companies and large overseas based multinationals as well as for medium sized enterprises. Other examples of his experience include advising on joint ventures, NZ securities law issues related to overseas mergers, issues relating to overseas businesses setting up NZ branches and generally advising on a range of commercial contracts. Graeme has been practicing law since 1999.
Jay Shaw
Jay’s focus is on providing robust and commercial advice relating to the valuation of shares, businesses and intangible assets, whether required to create, protect, or communicate value. He also provides forensic accounting services in a wide range of matters including shareholder disputes, financial investigations, and relationship property proceedings. Jay has given business valuation and forensic accounting expert evidence in the High Court, Family Court and in other dispute resolution forums. Jay enjoys working with businesses from a variety of industries, ranging from entrepreneurial privately held businesses through to large listed multinational companies. He has extensive business valuation experience across a wide range of industries and sectors. Jay currently sits on the Business Valuation Board of the International Valuation Standards Council (IVSC), a leading independent body in setting valuation standards globally. Jay is formally approved by Chartered Accountants Australia and New Zealand as a Business Valuation Specialist, which recognises he has undertaken specific relevant study and gained experience to the level he is considered to have specialist skills in business valuation. He is a committee member of the CAANZ business valuation special interest group. Jay speaks regularly at professional events and is widely published on valuation issues.
Patrick Learmonth
Patrick Learmonth is a partner in the Auckland office of Stace Hammond Lawyers and specialises in advising business clients on a wide range of legal issues relevant to their businesses. He has over 30 years experience advising on corporate, commercial and trust matters with particular expertise in company law matters and company insolvency, mergers and acquisitions, restructuring and succession planning, joint ventures and shareholder agreements, trust law and trustees advice, intellectual property - licensing, copyright, trademarks and franchising, information technology - software development and licensing and websites and consumer and business competition protection laws - trade practices, fair trading and anti competitive behaviour in business markets, advertising standards, privacy laws and mediation of commercial and trustee disputes. Patrick acts for a wide range of business clients, local and international, particularly in the consumer product retail, wholesale and manufacturing sectors and the IT industry. Patrick is a member of the New Zealand Law Society Complaints Service Committees and also convener for the Franchise Association of New Zealand complaints committee. Prior to joining Stace Hammond Patrick was a partner for over 20 years at the Auckland office of national law firm, Kensington Swan.
Joelle Grace
Joelle Grace is a partner in the corporate team at Lane Neave. Joelle advises on a wide range of business matters including business sales and purchases, transaction structuring, due diligence processes, shareholder arrangements, joint ventures, capital raising, commercial contracts, regulatory compliance and corporate governance. She has particular experience in Trans-Tasman transactions and works with businesses of all sizes seeking to acquire other businesses and grow, or otherwise seeking a sale of business to exit and realise value.
Emily Moore
Emily has recently joined MinterEllisonRuddWatts as Special Counsel, having worked in-house with a diverse range of businesses across Australia and New Zealand, most recently holding senior in-house legal roles in Sydney, Australia. She advises on a range of commercial legal matters with particular specialism in New Zealand and Australian employment law.
Hannah King
Hannah is a Senior Solicitor in the firm’s national employment team. Hannah joined MinterEllisonRuddWatts this year from one of New Zealand’s top specialist employment law firms. For the past five years her practice has been almost exclusively in the employment law space, covering the full range of non-contentious and contentious aspects of employment law as well as related health and safety and immigration work. Hannah has experience in advising a wide range of employer and high net-worth employee clients across a number industries, and regularly presents client seminars and trainings.
Jamie Dawson
Jamie has over 7 years experience at Deloitte advising a wide range of domestic, trans-Tasman and international clients. As a member of Deloitte's Transaction Services team Jamie specialises in providing tax due diligence, structuring and advisory assistance, and helping with the post-merger integration process to achieve day-1 readiness. He has previous experience in the financial services industry, as well as working with a variety of private clients. Jamie spent two years in the UK where he was responsible for the forecasting, planning and analysis for Shell's Corporate Segment. The Corporate Segment comprises Shell’s holdings and treasury organisation, its self-insurance activities and central functions and includes all financing and non-business activities.