Business Sales, Purchases and Franchises
This one day program will answer some of the key questions that arise during the transaction of a business or franchise and diagnose where things can - and do - go wrong. You will consider structuring selection, how to get the most out of your agreement for sale or purchase, and tax and employment issues that need to be thought through and incorporated in to the transaction. Stay for the afternoon and work through specific tax termination and other issues that arise during the life of a franchise.
Description
Attend and earn 7 CPD Hours
This conference was recorded in NZ on 30 October 2018
Session 1
Business Acquisitions and Sales: Practice and Procedure
Chair: David Alizade, Partner - Business Law Team, Jackson Russell Lawyers
9.00am to 10.00am: Ownership Structuring: What, Why and When
- What issues can determine an ownership structure?
- How does the transaction influence an ownership structure choice?
- Corporate entities, partnerships, JVs: benefits and complications
- Compliance issues: statutory consents, AML, information disclosure
Presented by Patrick Learmonth, Partner Stace Hammond Lawyers; Convener Complaints Committee, Franchise Association of New Zealand
10.00am to 11.00am: Drafting an Agreement for Sale and Purchase of a Business
- Preliminary considerations and preparation
- Standard template versus bespoke document
- Usual and necessary clauses
- Optional variations or additions
- Tips and traps
Presented by Chris Bradley, Director, Carson Fox Bradley Limited
11.00am to 11.15am Morning Tea Break
11.15am to 12.15pm: Tax Considerations in the Sale or Purchase of a Business
- Tax implications of a transaction
- The right structure (a tax perspective)
- Allocating consideration for asset purchases
- Traps and opportunities
- When to involve your tax and accounting specialist adviser
Presented by Mike Rudd, Director – Taxation Services, Claire Dilks, Associate Director – Taxation Services, Staples Rodway Limited
12.15pm to 1.15pm: Employment Issues in Business Sales or Acquisitions
- Employment considerations in asset sales vs share sales
- Due Diligence: key employment considerations
- Buying/Selling a business with “vulnerable employees”
- Tailoring the sale and purchase agreement to manage employment risks
- Holiday and leave entitlements: Pay out or transfer?
- What and when to communicate to employees in the business
Presented by Sarah Townsend, Partner, Duncan Cotterill
Learning Objectives
- Examine ownership structuring and learn how to determine the best structure
- Receive an update on how to draft an Agreement for Sale or Purchase
- Explore tax issues in sales or purchases and how to effectively work with accountants
- Gain an insight into employment issues need to be considered prior to a transaction
Session 2
Franchising Intensive
Chair: Michael Bright, Partner, Gaze Burt
2.00pm to 3.00pm: Cartel and Other Potential Issues Arising During the Life of a Franchise
- Cartels legislation and impact on franchisees
- Right of renewal
- Impact of system changes
- Territorial disputes
- Employee payments and franchisor oversight
Presented by Darryl King, Partner – Business Law Team, Jackson Russell Lawyers; Legal and Regulatory Committee, Franchise Association of New Zealand
3.00pm to 4.00pm: Due Diligence: Advising Prospective Franchisees
- What becoming a franchisee really means
- Key clauses in Franchise Agreements
- Buying an existing Franchise Business vs startup of a new Franchise Business
Presented by Sarah Pilcher, The Franchise Lawyer
4.00pm to 4.15pm Afternoon Tea Break
4.15pm to 5.15pm: The Termination of Franchises and Typical Disputes
- Restraint of trade clauses in franchising
- Good faith
- Difficulties exiting a franchise and consequences of wrongful termination under the Contract and Commercial Law Act 2017: getting it wrong
- Impact of the penalties doctrine on franchises
Presented by Deirdre Watson, Barrister; Board Member, Franchise Association of New Zealand
Learning Objectives
- Gain insights into the due diligence requirements when acting for a Franchisee
- Explore potential issues that may arise during the life of a franchise
- Examine issues concerning franchise disputes and termination