Business Sales Summit: Risks and Strategies

Identify sticking points in negotiations and key factors to monitor while gaining strategies to mitigate and avoid risk and ensure compliance in business sales. Cover-off everything from due diligence and valuation issues, CGT and IP liabilities, to the new risks in business sale transactions including cyber security and ESG compliance. Navigate the practical strategies that assist the legal process including employee share schemes, the deal-breaking points plus more.

Wednesday, 12 March 2025
Session 1: Risk Mitigation and Avoidance in Business Sales and Ensuring Compliance

Chair: Mayank Gupta, Partner, Cornwalls

10.45am to 11.00am Morning Tea
11.45am to 12.30pm Addressing IP Issues in Business Sales

 

  • The importance for sellers/buyers
  • Due diligence vs warranties: identification of IP
  • Confirmation of ownership/rights to use
  • Vulnerabilities
  • Assumption of liabilities    

Presented by Judith Miller, Principal & National Practice Group Leader, Commercial, Wrays; Best Lawyers 2023, Commercial Law & Franchise Law; Recommended Non-Contentious Intellectual Property Lawyer, Doyle’s Guide 2023 

Session 2: Practical Strategies that Assist the Legal Process in Business Sales

Chair: Amanda Comelli, Partner, Brown Wright Stein; Specialist Accreditation Advisory Committee for Business Law

2.00pm to 2.45pm Employee Share Schemes: Designing, Implementing and Integrating into Business Sales

 

  • Gain insights into designing and implementing effective employee share schemes that align employee interests with business objectives
  • Regulatory compliance aspects that govern these schemes
  • Best practices for valuing shares and distributing equity fairly among employees
  • Strategies for effectively integrating employee share schemes into business sales and restructuring efforts 

Presented by Amanda Comelli,  Partner, Brown Wright Stein, Specialist Accreditation Advisory Committee for Business Law

2.45pm to 3.30pm Chasing Guarantors: A Strategic Approach When Buying and Selling a Business

 

Explore the critical role of guarantors, providing strategies to mitigate risks and how to pursue guarantors effectively, balancing legal, financial and negotiations considerations.   

  • Examine the legal framework surrounding guarantors and the enforcement of guarantees
  • Mitigate risks associated with guarantees during the negotiation phase
  • Documentation in these pursuits 

Presented by James Morgan, Special Counsel, Mahoneys, Accredited Specialist, Commercial Litigation

3.30pm to 4.15pm Key Deal Breakers and Strategies for Protecting Sellers and Buyers Interests: What to Look Out for and Factors to Monitor

 

  • Term sheets and heads of agreement: Exploring how initial agreements can shape the seller’s future liabilities and risks
  • Due diligence phase: The importance of transparent disclosures to minimise post-sale liabilities related to inaccurate information
  • Warranties and indemnities: Understanding key contractual provisions that protect both buyer and seller post-sale
  • How financial performance benchmarks affect post-sale payouts and risks of underperformance
  • Post-sale liabilities: Examining the seller’s ongoing obligations, including earn-outs, retention amounts, clawbacks, contingent payments and vendor finance
  • Common post-sale conflicts and the strategies one can use to mitigate legal risks for the seller 

Presented by Tony Arena, Managing Director, BCI Business Brokers 

4.30pm to 5.15pm Business Transactions and Insolvency

 

  • Directors' duties
  • Duty to prevent insolvent trading
  • Insolvent trading
  • Voidable transactions
  • Recent cases   

Presented by Temple Saville, Barrister, Nationally Accredited Mediator, Svenson Barristers 

Description

Attend and earn 7 CPD units including: 
6 units in Substantive Law 
1 unit in Professional Skills
This program is applicable to practitioners from all States & Territories

Professional Skills
9.00am to 10.00am Understanding Where Valuations Can Go Wrong

 

  • Typical valuation approaches and methods
  • Key elements and inputs of a valuation under each method
  • Industry and company factors
  • Biases 

Presented by Fiona Hansen, Senior Managing Director and Head of Valuations Advisory, FTI Consulting

10.00am to 10.45am Privacy, Data and Cybersecurity Issues in Business Transactions: Considerations for Buying and Selling a Business

 

  • The general role of governance in managing a myriad of cybersecurity obligations
  • Cybersecurity in due diligence and business sale agreements
  • Post-Exchange and Pre-Completion: managing data transfers and system security
  • Post-Completion- privacy, cybersecurity, and compliance clean-up including
  • The state of play following recent cybersecurity legislative reform
  • The role of agreements in managing cybersecurity risk
  • Director and officer duties 

Presented by Dalvin Chien,  Partner, Mills Oakley

11.00am to 11.45am ESG Due Diligence Checklist: Top ESG Requirements for Business and Sales Transactions

 

Learn how to integrate ESG considerations into your client's business transactions and the significance this holds for your deals. 
Presented by Alison Choy Flannigan, Partner, Hall & Wilcox; Honorary Fellowship with Australasian College of Health Service Management, Best Lawyers 2008-2024, Biotechnology Law, Health Law; Preeminent Health Lawyer, Doyle's Guide 2024 

12.30pm to 1.15pm CGT Rollover: Practical Insights and Compliance Insights

 

Roll-overs are a key tool in Australian taxation, allowing entities to restructure and defer capital gains tax (CGT) until assets are ultimately realised. These issues are quite complex as highlighted by the Federal Court’s decision in February this year in AusNet Services Ltd.  

Delve into the practical aspects of using roll-overs effectively, with a focus on compliance, strategic planning, and common challenges.  

  • Technical compliance: break down the eligibility and procedural requirements for roll-overs, highlighting the essential steps for successful application and tax efficient restructuring
  • Back-to-Back roll-overs: multiple roll-overs impact the CGT discount and sharing strategies to manage these effects for better tax outcomes
  • The “Nothing Else” condition: exploring this important requirement, which ensures no additional benefits are derived from the roll-over and providing tips on how to comply in various transaction scenarios 

Presented by Neil Brydges, Principal Lawyer, Sladen Legal 

4.15pm to 4.30pm Afternoon Break

Presenters


Mayank Gupta, Partner, Cornwalls
Mayank brings a wealth of expertise, with over 20 years’ of international experience in corporate finance, distressed lending, restructuring, leveraged finance, asset finance, real estate finance and project finance. He has acted for large financial institutions and corporates spanning jurisdictions including Australia, United Kingdom, United States, South and South East Asia, Africa, and Eastern Europe. Over the last few years, Mayank has worked closely with alternative capital investors, providing strategic advice to debt funds providing financing in distressed situations, purchasers of non-performing loans and funds providing equity capital in large scale project financings. Mayank has spent significant time in the UK and Asia working on some of the largest transactions in the world, including the largest bond issuance in Bangladesh and the largest non-performing loan acquisition in Eastern Europe at the time. He has also had experience being inhouse counsel at a large investment bank in London and as General Counsel for one of Australia’s premier asset finance companies.


Alison Choy Flannigan, Partner, Hall & Wilcox
With over 25 years of corporate, commercial and regulatory experience, Alison has specialised in advising clients in the health, aged care, retirement living, disability, life sciences and community sectors. Alison co-leads the Health & Care Practice at National Law firm, Hall & Wilcox. Alison has been listed in The Best Lawyers in Australia (and the Australian Financial Review) since 2008 for Health & Aged Care and also Retirement Living and Biotechnology. She has been recognised in the Doyle's Guide to the Australian Legal Profession as a Leading Health and Aged Care Lawyer each and every year since 2017 and Chambers for Life sciences. Alison has been a finalist for the Lawyers Weekly Partner of the Year in Health every year since 2016 and won this prestigious award in 2019, 2020 and 2021. She was a finalist in the Lawyers Weekly, Women in Law Awards, Partner of the Year - Big Law, 2019 and 2021.


Neil Brydges, Principal Lawyer, Sladen Legal
Neil is a Principal Lawyer in the business law area, with a particular focus on taxation advice and disputes. Taxation law is a complex area. Neil’s aim is to provide technical expertise to clients, commercially applied and in a friendly and approachable manner. Neil’s practice involves advice, audits, disputes, and transactions. The client mix includes both family groups and business enterprises. Neil also regularly assists professional advisors, including tax agents, accountants and financial advisors, to understand complex legal issues and help them to better assist their own clients. Neil is a Chartered Tax Advisor with The Tax Institute and accredited as a specialist in taxation law with the Law Institute of Victoria. Since 2019 Neil has been named one of Australia’s “Best Lawyers” in the practice of tax law by “Best Lawyers”. Neil has also been recognised in Doyles Guide as a tax lawyer since 2021.


Amanda Comelli, Partner, Brown Wright Stein
Amanda is a Law Society of NSW Accredited Specialist in Business Law and currently sits on the Law Society's Specialist Accreditation Advisory Committee for Business Law. With more than 10 years' experience as a business lawyer, Amanda provides commercial and corporate law, tax law and estate planning advice to businesses and business owners. Amanda likes to keep her practice broad, to provide her clients with well-rounded and practical legal advice. Amanda has acted for a range of clients including both private and public companies, accountants, financial planners, retailers, business owners, manufacturers, individuals (including high net worth individuals) and not-for-profit organisations. She is also a founder of the Women in Tax Discussion Group, which is hosted monthly by Brown Wright Stein, as a forum for female tax professionals to meet and discuss recent key changes in tax law in a relaxed and supportive environment. Outside of work, Amanda enjoys travel, fitness, and spending time with her family. She has also represented Australia in several international karate tournaments!


James Morgan, Special Counsel, Mahoneys
James Morgan was admitted as a solicitor in March 2004 and has practised in Commercial Litigation and dispute resolution since December 2004. James has extensive knowledge of construction law, civil procedure in state Courts and Tribunals, insolvency law, and administrative law. James acts for body corporates, builders and building owners, trade suppliers, subcontractors, local governments, directors, franchisees, lenders, borrowers, private schools, liquidators, and bankruptcy trustees. James has been an Accredited Specialist in Commercial Litigation since 21 November 2016.


Tony Arena, Managing Director, BCI Business Brokers
Tony Arena is Managing Director of BCI Business Brokers and has over 30 years' experience of business broking in Australia. He graduated in Arts and Law from Sydney University in 1976 and since then has run his own business. With his vast experience in the industry, Tony has lectured to and held seminars for over 500 agents, in the areas of Business Management, Retail Leases and Negotiation. He has delivered live seminars and webinars to the accounting and franchising industry, sharing his knowledge of business value, maximising business value and getting a business ready for sale. Tony is a fellow of the Australian Institute of Business Brokers and is respected by the industry. Tony's experience and knowledge of the market will enhance the chances of selling your business quickly and at the price you want.


Temple Saville, Barrister, Nationally Accredited Mediator, The Victorian Bar
Temple is a commercial barrister and nationally accredited mediator. She accepts briefs to advise, appear and mediate. Temple’s experience includes: Acting for parties in various bankruptcy and insolvency proceedings including public examinations, insolvent trading claims, preference payment claims, winding up hearings and creditors petitions. This area of Temple’s practice also includes acting in matters where there are claims for breach of directors’ duties. Temple also has a general commercial practice including domestic building disputes, JV disputes, retail lease disputes, property disputes, loan disputes, debt recovery and ACL disputes. Temple was a finalist in the Lawyers Weekly, Australian Law Awards and/or Women in Law Awards, Barrister of the Year category in 2021, 2023 and 2024.


Fiona Hansen, Senior Managing Director and Head of Valuations Advisory, FTI Consulting
Fiona is a Senior Managing Director and leads FTI Consulting’s Valuation Advisory practice in Australia. She has over 28 years' experience in corporate finance and business valuations having held senior roles in the Big 4 accounting firms working in Australia, Europe and South Africa. Fiona specialises in valuations of businesses, intangible assets, equity and debt instruments, executive options, impairment testing and independent experts reports. She has prepared numerous valuation reports for a range of purposes, including mergers and acquisitions, accounting, taxation, stamp duty, Corporations Act and ASX requirements. Fiona’s valuation reports comply with the relevant standards or professional requirements. They are succinct, easy to read and give clients confidence in the final outcome. Fiona has also undertaken numerous corporate finance assignments involving mergers and acquisitions, divestments and financial due diligence.


Dalvin Chien, Partner, Mills Oakley
Dalvin is a leading technology and digital lawyer with over 20 years’ experience. Dalvin has deep expertise in technology contracting, privacy, cybersecurity, security of critical infrastructure, data sharing, e-commerce and emerging technology including Artificial Intelligence. He has led deal teams for significant technology transactions and advised on novel and complex cybersecurity and technology issues for clients in the banking, government, technology, logistics and health sectors.


Judith Miller, Principal & National Practice Group Leader – Commercial, Wrays
Judith Miller specialises in commercial and intellectual property law. She has more than 25 years' experience in advising on all aspects of the management and commercialisation of IP and is the firm's Commercial National Practice Leader. Judith has worked with a range of clients across a variety of industries (with a particular focus on the research and development sector), predominantly for IP and content owners, frequently advising those clients on the management, exploitation and protection of their rights in old and new media. She advises clients on the full range of commercial transactions. These include joint ventures, strategic alliances, collaboration and partnering arrangements, supply chain and logistics agreements, reward schemes and acquisition and supply terms. She also advises local and international businesses on the establishment of regional and national franchise systems, and provides strategic advice to established operations. Judith has also worked on a broad range of technology and sourcing matters, including procurement, development agreements, hosting and outsourcing arrangements, software maintenance and hardware supply and support agreements.

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Business Sales Summit: Risks and Strategies

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All Sessions
Wednesday, 12 March 2025
9.00am to 5.15pm Australia/Sydney
CPD Points 7
$795.00
$556.50
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Morning Session
Wednesday, 12 March 2025
9.00am to 1.15pm Australia/Sydney
CPD Points 4
$505.00
$353.50
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Afternoon Session
Wednesday, 12 March 2025
2.00pm to 5.15pm Australia/Sydney
CPD Points 3
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$294.00
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