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Mastering Business Sales Symposium: Reform, Risks and Liabilities

Business sales demand more than a well-drafted agreement. From tax and structuring considerations to transaction risk and purchase price traps, strengthen your approach to the issues that can make or break the deal. Explore trust and CGT reforms, due diligence, warranties and indemnities, and the mechanisms that protect your client’s position and payment. Gain practical insights into drafting valuation clauses and understanding business valuation methodologies. Understand the key drivers of professional negligence claims in business sale transactions and your ethical obligations throughout the deal. Gain a clearer view of the risks, sharpen your drafting and give your clients commercially focused advice throughout the transaction while becoming CPD compliant tailored to your commercial law practice.

Wednesday, 10 March 2027
Session 1: Business Sales: Tax, Due Diligence and Price Traps

Chair: Mayank Gupta, Director, Cowell Clarke

9.00am to 10.00am Trusts, Tax and Business Sales: What Advisers Need to Know in 2027
  • Trust reforms and their impact on business sale and pre-sale structuring strategies
  • CGT reforms and their practical implications for transactions
  • Duties tips and traps in asset and equity sales

Presented by Amanda Comelli, Partner; Accredited Specialist in Business Law, Chair, Business Law Specialist Accreditation Committee & Charm Jayatileka, Senior Associate, Brown Wright Stein Lawyers, Chartered Tax Adviser (CTA), The Tax Institute

11.15am to 12.15pm Beyond the Headline Price: Purchase Price Traps in Share and Business Sales
  • Translating the headline price into the sale agreement: completion accounts, cash and debt, working capital and locked-box mechanisms, including avoiding gaps and double counting
  • Earn-outs that reflect the commercial bargain: performance measures, accounting policies, buyer control of the business, information rights and seller protections
  • Getting paid after completion: deferred consideration, vendor finance, retentions, security and the interaction with warranty claims and rights of set-off
  • Resolving disagreements about the price: calculation procedures, objection deadlines and defining the scope of expert determination

Presented by Ben McTaggart, Principal, McTaggart Grant Law; Accredited Specialist in Business Law; Recommended Business & Commercial Lawyers, Doyle's Guide 2026

Practice Management
3.00pm to 4.00pm Risk Management Strategies in Commercial Transactions
  • Understanding the key drivers of professional negligence claims in commercial law
    • An examination of the most common causes of claims and emerging risk trends
  • Managing client expectations: bridging the gap
    • Strategies for effective communication, scope management, and reducing misunderstandings throughout the client engagement
  • Practical risk management for commercial lawyers: tackling the “too hard basket”
    • Identifying high-risk matters early, addressing difficult conversations, and avoiding the risks associated with delay and procrastination

Presented by Glenda Carry, Legal Risk Manager, Lawcover

11.00am to 11.15am Break
Professional Skills
2.00pm to 3.00pm Business Valuation Clauses in Shareholder Agreements (What Not to Do)
  • An expert business valuer’s perspective: tips, traps and war stories
  • Commonly used clauses and why they create uncertainty
  • The dangers of valuation formulas and rigid wording
  • What happens if the business valuer makes a mistake?

Presented by Trevor Monaghan, Director, Climax Valuations and Forensics Pty Ltd; Accredited Business Valuation Specialist, CAANZ

4.00pm to 4.15pm Break
12.15pm to 1.15pm Start-Up to Exit: Navigating Commercialisation, Capital Raising and Business Sales

Learn from the experiences of Simon Owen as legal, corporate and capital markets adviser to start-ups to IPO and beyond.

Presented by Simon Owen, Princeps/Director, Consulta Mirabilis; Lawyer and Startup Consultant

Session 2: Ethics, Professional Skills and Practice Management for Commercial Lawyers
Ethics & Professional Responsibility
4.15pm to 5.15pm A Practical Guide to Ethical Challenges in Business Sales
  • Legal duties and ethical obligations in commercial sales with various stakeholders
  • The duty of disclosure and conduct in disclosure
  • The duty to correct, mistakes whether common, mutual, or unilateral
  • Conflicts of interest and what these mean in a transactional sales environment
  • An analysis of recent key decisions
  • Case studies and ethical dos and don’ts for lawyers negotiating business contracts

Presented by Andrew Pavuk, Executive Principal, Pavuk Legal

Description

Attend and earn 7 CPD units including: 
4 units in Substantive Law 
1 unit in Practice Management 
1 unit if Professional Skills 
1 unit in Ethics and Professional Responsibility 
This program is applicable to practitioners from all States & Territories

10.00am to 11.00am From Due Diligence to Deal Protection: Allocating Transaction Risk
  • Understanding the target
  • Pre-transaction restructuring
  • Purchase price protections
  • Warranties, indemnities and limitations

Presented by Glenn Hughes, Executive Chairman, Cornwalls; Recommended Business & Commercial Lawyers, Doyle's Guide 2026

Presenters

Trevor Monaghan, Director, Climax Valuations and Forensics Pty Ltd
Trevor Monaghan is a forensic accountant and CA ANZ Business Valuation Specialist. He is the director of Climax Valuations and Forensics Pty Ltd, a forensic accounting firm specialising in business valuations for divorce, shareholder disputes and taxation. Trevor has personally written more than 1000 business valuation reports and has prepared expert reports and given evidence in numerous courts and jurisdictions around Australia. Trevor also developed and launched business valuation software used by more than 500 business valuation firms. He is a regular speaker at technical conferences presenting on business valuation and forensics issues for lawyers and accountants. His presentation style is extremely practical, down-to-earth and always comes with a treasure trove of war stories and self-deprecating humour.

Simon Owen, Princeps/Director, Consulta Mirabilis
Simon Owen has almost 30 years of experience as a corporate and commercial lawyer and corporate advisor with particular focus upon developing businesses and capital markets. He has acted as a Chairman and Director, both executive and non-executive, for a number of listed and unlisted public companies. He also has considerable executive experience in the establishment and development of businesses in industries including technology and manufacturing, pharmaceuticals, agriculture, resources, oil & gas and finance. His various roles (both as an advisor and a Chairman/Director) have provided extensive experience in strategic planning, corporate finance, negotiating and structuring acquisitions, establishing and managing joint ventures and regulatory compliance in various jurisdictions.


Amanda Comelli, Partner, Brown Wright Stein Lawyers
Amanda Comelli 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 15 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.

Mayank Gupta, Director, Cowell Clarke
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.

Andrew Pavuk, Executive Principal, Pavuk Legal
Andrew Pavuk is the Executive Principal of Pavuk Legal. Andrew specialises in Corporate and Financial Services Law including Business and Practice Succession, as well as Financial Services including Superannuation, Funds Management and Financial Products for over 20 years. Andrew has acted for a range of corporate clients includes SMES's family businesses and professional practices in respect to Business and Practice Succession. In respect to Financial Services, Andrew has acted on many large transactions on such diverse matters such as the drafting of the Life and Superannuation Acts on behalf of the World Bank for the Government of PNG, ING Business Life Insurance Product and the AMP Estate Planning Project. Andrew regularly presents to clients and industry associations on topical issues relating to Financial Products and Distribution, Tax and Revenue. Andrew's clients include private clients, small and large businesses, financial intermediaries, accountants, superannuation trustees and financial institutions. Andrew has also written the book Nobody Else's Business outlining strategies used by successful Business Owners to keep, sell or close their businesses for a profit.


Glenda Carry, Legal Risk Manager, Lawcover
Glenda was admitted to the Australian legal profession in 2014 and shortly after commenced her role as a Regulatory Compliance Solicitor with the Law Society of NSW from where she joined Lawcover in the role of Legal Risk Manager in September 2021. Prior to this Glenda was admitted as a solicitor in Ireland in 2006 and practised primarily in the areas of litigation, wills and estates and family law. Glenda studied law and commerce in her undergraduate degree and went on to complete a post-graduate course in marketing practice at the UCD Graduate School of Business, Dublin, Ireland. With her background in business and marketing as well as law, Glenda has a keen interest in law practice management with a particular focus on promoting the benefits of good risk management.

Ben McTaggart, Principal, McTaggart Grant Law
Ben McTaggart is an Accredited Specialist in Business Law (AccS(Bus)) and a highly regarded corporate and commercial lawyer. His practice spans mergers & acquisitions, corporate finance, private equity investment, angel/seed/start-up advisory, secured lending and borrowing transactions, and a wide range of general commercial matters. Ben brings substantial international experience to the table, having practiced with top-tier firms in Australia, the United Kingdom, and New Zealand. Known for his ability to distill complex legal and commercial issues into clear, actionable solutions, Ben thrives on helping clients navigate high-risk, high-value transactions with confidence. He is a technically exceptional lawyer with a deep understanding of the commercial drivers behind corporate activity. Clients value his integrity, clarity, and commitment to outcomes that matter – qualities that have earned him long-term trust across industries and business sizes. Ben advises individuals, SMEs, and corporates across diverse sectors and is passionate about delivering expert legal support that is structured, strategic, and straight to the point.

Glenn Hughes, Executive Chairman, Cornwalls
Glenn is a passionate and driven corporate and transactional lawyer, specialising in mergers and acquisitions and complex commercial arrangements. Glenn advises both Australian and international clients on a range of corporate and commercial matters, including corporate transactions, advisory work, joint ventures, capital raisings, shareholder arrangements, corporate structuring and reorganisations, as well as directors’ duties. He is an experienced negotiator and provides our clients with accurate, succinct and practical solutions to challenging and technical issues. In addition, Glenn has been listed in Best Lawyers since 2018 for Commercial Law and Mergers & Acquisitions Law.

Charm Jayatileka, Senior Associate, Brown Wright Stein Lawyers
Charm Jayatileka (professionally known as Charm Jaya) is an experienced tax lawyer, corporate advisor, and Chartered Tax Advisor (CTA) based in New South Wales, Australia. She has a specialized dual background in international corporate commercial law and Australian tax law, and she serves as a committee member for the New South Wales branch of the Asian Australian Lawyers Association (AALA)

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Mastering Business Sales Symposium: Reform, Risks and Liabilities

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All Sessions
Wednesday, 10 March 2027
9.00am to 5.15pm Australia/Sydney
CPD Points 7
$795.00
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Morning Session
Wednesday, 10 March 2027
9.00am to 1.15pm Australia/Sydney
CPD Points 4
$505.00
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Afternoon Session
Wednesday, 10 March 2027
to Australia/Sydney
CPD Points 3
$420.00
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