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.   

Tuesday, 18 June 2024
Chair:

Stephen Moulton, Partner, Danaher Moulton, Recommended Business and Commercial Lawyer, Doyle’s Guide 2023

Description

Attend and earn 4 CPD units in Substantive Law
This program is applicable to practitioners from all States & Territories

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

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

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

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


Brendan Earle, Partner, HWL Ebsworth
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, Partner, Baker McKenzie
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.


Stephen Moulton, Partner, Danaher 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.


Dino Travaglini, Director, Travaglini Corporate Advisory
Dino is a director of Travaglini Corporate Advisory, a boutique chartered accounting and corporate advisory firm which specialises in advising distressed businesses and debt restructuring. The key services that his firm provides is: business restructuring and turnaround, debt and financial restructuring, bank and lender negotiation, regulated debt management advice, insolvency advice, independent expert reports and safe harbour advice. His career spans over 30 years, as a registered liquidator and trustee in bankruptcy acting in formal corporate and personal insolvency administrations and corporate restructure. Most of which was as a partner or principal with national chartered accounting and restructure firms, Moore Stephens, Grant Thornton and Cor Cordis. Relevant to today’s presentation, his work requires him to understand the businesses, and their financial position, including professional services practices.


Talt Anast, Commercial Lawyer, Allied Legal
Talt is a well-rounded commercial lawyer who enjoys using his legal expertise to help businesses solve complex issues. Talt holds a degree in marketing and communications, which gives him a diverse skill set to pull from. He is also passionate about innovation and loves engaging with clients who are seeking to disrupt existing market trends.

WEB246Q03

Business & Commercial Transactions, Liabilities and Disputes

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Single Session
Tuesday, 18 June 2024
9.00am to 1.15pm Australia/Sydney
CPD Points 4
4
$505.00
Online 20240524 20240618

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