CPD Webinar - Business Sale Agreements

1 CPD Unit – Substantive Law

Business sale transactions involve a range of legal, commercial, employment, and taxation issues that can have significant consequences for both the buyer and seller. The structure adopted, the way the purchase price is determined, and the scope of contractual protections can all affect the value of the transaction, the allocation of risk, and the ability of the parties to complete the deal smoothly.

However, many of the most important issues in a business sale agreement are not always straightforward. Ambiguity in conditions precedent, inadequate drafting of warranties and indemnities, or insufficient attention to matters such as employees, tax, stamp duty, and restraints of trade can give rise to disputes, unexpected liabilities, and avoidable transaction risk. A clear understanding of these issues is therefore essential for advisers involved in negotiating, documenting, or reviewing business sale arrangements.

In this webinar, Business Sale Agreements, barrister Stephen Moore will examine the key legal and practical considerations arising in business sale agreements. The session will explore common structuring and drafting issues, and outline the matters accountants, lawyers, and other advisers should consider to better understand, manage, and reduce risk in these transactions.

Stephen will cover:

• Basic structuring: share sale vs. business sale;
• Purchase price calculation mechanisms: locked box vs. completion accounts;
• Conditions precedent and the need for clear ‘reasonable endeavours’ clauses;
• Warranties and indemnities, including disclosure obligations and the validity of exclusion clauses; and
• Other key considerations: Employees, tax and stamp duty, restraints of trade.

This webinar is suitable for lawyers, accountants, and other professional advisers and is pitched at an entry to intermediate level. It is ideal for professionals advising on business acquisitions, disposals, and transaction structuring.

Continuing Professional Development

Legal CPD:

WA legal practitioners (QA Provider ID 29250)

1 CPD Unit, CPD Obligation Field 4 – Substantive Law. To ensure you receive your CPD Units for this event, please provide us with your Legal Practice Board Practitioner ID during registration. Note: CPD Units are only available for participation in the live webinar. At this time, webinar recordings (for those that are registered but unable to attend) are not eligible for WA Legal CPD Units.

Legal practitioners outside of WA

If you consider that this webinar satisfies your individual requirement, or is relevant to your immediate or long-term professional development needs, you may claim 0.5 CPD Units for every 30 minutes of attendance and participation.

Accounting CPD:

1 CPD Point

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Presenter: Stephen Moore
Barrister, Victorian Bar

Stephen accepts briefs in all areas of commercial law, including contractual disputes and corporations & securities law, as well as equity and trusts, superannuation, insolvency, land tax and stamp duty.

Before coming to the Bar, Stephen was a Senior Associate in the Corporate Transactions team at Ashurst. In his seven years at the firm, he led a number of large-scale commercial transactions, including acting for AIA for its purchase of the CommInsure life insurance business from CBA, and Resolution Life for its purchase of AMP Life’s life insurance business. This wealth of experience across a range of transactions provides him with a unique skillset to draw upon when acting for clients at the Bar.

Stephen maintained a varied practice, including in relation to funds and financial services. This included providing clients with advice regarding compliance with their obligations as Australian Financial Services Licence (AFSL) holders, establishing trust and investment fund structures, and negotiating a wide range of management, financing and equity subscription agreements. He also acted for clients in relation to general corporate governance, as well as merger clearance from the Foreign Investment Review Board (FIRB), the Australian Prudential Regulation Authority (APRA), and the Australian Tax Office (ATO).

Most recently, Stephen was an associate at the Supreme Court of Victoria, working for the Honourable Justice Croft and the Honourable Justice Waller in the Trial Division, as well as the Honourable Justice J Forrest in the Court of Appeal.

Stephen holds a Bachelor of Arts / Bachelor of Laws from Monash University.