Sale of Business Transactions: Vital Prerequisites
Unpack the three most crucial areas relevant to you before preparing sale of business transaction documents. Join an expert panel and explore the structure of the sale, its related employment considerations, and the commercial reality of business valuations that you need to consider prior to an agreement. Ensure the risk management is tight in your sale and purchase transactions. WEB2211NZA10
Description
Attend and earn 3 CPD hours
Chair: Phil Shannon, Partner, Turner Hopkins Lawyers
9.30am to 10.30am Joint Venture Agreements
- Structure: foreign ownership restrictions, potential liability, tax issues
- Funding: cash or non-cash assets? Debt or equity? External finance?
- Control: management structure, voting rights, deadlock issues
- Exit strategies
Presented by Patrick Learmonth, Partner, Stace Hammond Lawyers
10.30 am 11.350am Employment Issues in a Business Purchase/Sale
- Discussions of employment law considerations in buyer due diligence exercises for both share sales, joint ventures and business/asset sales
- Observations on the employment law aspects of the transaction documents in share, joint ventures, and business/asset sales
- Considerations for vendors
Presented by Hannah King, Senior Associate, MinterEllisonRuddWatts
11.30am to12.30pm Business Valuation Applications
- Key valuation considerations
- Business interests
- Standards of value
- The valuation process
- Valuation approaches & methods
- Commercial reality
Presented by Don Sloan, Principal, Sloan Consulting
Learning Objectives:
- Learn how a joint venture is structured, funded, and its associated control and exit strategies
- Understand the employment considerations from a buyer’s as well as vendor’s perspective
- Know the commercial reality of business valuations and different approaches you can take to value your business
Presenters
Phil Shannon
Phil Shannon has been a Barrister and Solicitor of the High Court of New Zealand since 1983. Phil holds both Bachelor of Law (LLB) and Master of Law (LLM) degrees. He has been a Commercial and Property Partner at Turner Hopkins since July 2016. Phil is a highly experienced general commercial and property lawyer with a background of providing top level legal advice to corporate, commercial, central local government and private clients. He advises clients on a wide range of high profile commercial projects, including business structuring, property due diligence, company law matters and asset protection. Phil also has extensive experience in construction law, environmental law, property development and leasing, national infrastructure projects and Public Works Act compensation claims.
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.
Hannah King
Hannah is a solutions-driven employment law expert. Her experience spans the full range of contentious and advisory employment law and worker relations issues, as well as privacy, health and safety and immigration work. Hannah works closely with her clients as a trusted partner to understand and meet their needs. When it comes to the most confronting and sensitive issues that arise in the workplace, Hannah is particularly adept at supporting clients to manage risk, find practical solutions and deliver the best outcomes. She balances a high level of technical proficiency and skill in dealing with complex legal issues, with a pragmatic and commercial approach. Clients value her personable manner and excellent communication. She advises employers across a number of industries, as well as senior employees. Hannah has experience in defending personal grievance claims, pursuing and defending interim applications and advising clients on workplace investigations, bullying, discrimination, and harassment issues. She also assists with disciplinary, performance management, and restructuring and redundancy processes, as well as protection of confidential employer information, restraints of trade and complex Holidays Act advice. Hannah brings a wealth of experience in dispute resolution. She regularly represents parties at mediation, working collaboratively and strategically with clients to achieve desired outcomes. Hannah’s practice has a strong litigation focus, and she draws on significant experience appearing before the Employment Relations Authority, Employment Court, District Court, High Court, and Court of Appeal. Hannah works collaboratively with other legal teams to provide clients with comprehensive, multifaceted advice, including the protection of employer intellectual property rights and on significant M&A transactions.
Don Sloan
Over the last 30 years Don has been extensively involved in the sale and valuation of a wide range of businesses and professional practices. Don was responsible for the design and concept development of the BizstatsTM database which stores and supplies statistics on the previous sales of businesses in New Zealand for valuation purposes. He has co-presented two national seminar series on buying, selling and valuing the SME on behalf of the (then) New Zealand Institute of Chartered Accountants and in recent years has been course facilitator for an annual two-day business valuation masterclass. Don holds a Master of Commerce degree with First Class Honours from the University of Canterbury and a Certificate in Business Valuations from the Association of Chartered Certified Accountants (UK).