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.
Stephen Moulton, Partner, Danaher Moulton, Recommended Business and Commercial Lawyer, Doyle’s Guide 2023
Attend and earn 4 CPD units in Substantive Law
This program is applicable to practitioners from all States & Territories
- 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
- 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, Corporate & Commercial Lawyer, Nine Dots Legal
- 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 Emma Burn, Senior Associate, Baker McKenzie
- 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.
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, Corporate & Commercial Lawyer, Nine Dots Legal
Talt is an experienced and passionate commercial lawyer, with years of experience advising businesses of all sizes and industries across Australia. He takes a creative approach to problem solving but encourages clients to take steps that prevent problems arising in the first place. Talt is highly motivated by seeing his commercial clients position themselves for long term success. As a commercial lawyer, he always considers the commerciality of the legal services he provides.
Emma Burn, Senior Associate, Baker McKenzie
Emma Burn is a Senior Associate in the Employment team at Baker McKenzie, an international law firm. Emma practises in employment, workplace relations and work health and safety laws. She regularly assists with the employment aspects of corporate transactions. She acts for clients on both the buy and sell sides of share and asset sales, and for clients conducting internal corporate reorganisations. She advises on all employment matters associated with Australian corporate transactions from start to end, including due diligence, employee transfers and post-completion matters such as integrations and redundancies. She also regularly coordinates the Asia Pacific employment steps involved in cross-border transactions, working with her colleagues in other Baker McKenzie offices to ensure a seamless service across multiple jurisdictions for global clients. Her practice also includes advising on contested employment matters, safety prosecutions and coronial inquests, and she provides pro bono employment advice to charitable organisations.