CPD

Workshop on Buying and selling SMEs

Overview

Knowing how to effectively structure, finance and document SME transactions is an area where a lawyer can add real value for their clients.

The Workshop on Buying & Selling SMEs will equip commercial lawyers with the essential skills they need to: 

  • advise on structuring and financing the sale/purchase of SMEs;
  • effectively manage the due diligence process;  and
  • draft and negotiate the preliminary documents and sale agreement.

This seminar complies with the mandatory areas of Professional Skills and Substantive Law.

Course ID CN170209_BUS1
Type Face-to-face
Duration Full-day
Location
  • NSW
Start Dates 13 February 2017
Cost
A$840.00
$756.00 (Member Price)

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Code CN170209_BUS1
When

Wednesday 13 February 2017
8.30am to 4.45pm (AEDST)

Where

The College of Law City
Level 16, 111 Elizabeth Street
Sydney CBD
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Level Foundational/Intermediate
CPD 7 CPD units

This interactive and practical workshop will examine many of the key considerations that must be taken into account when advising a client on buying or selling an SME.  It will also offer practical guidance on undertaking due diligence and drafting the transaction documents.  

The following topics will be covered:

(a) Structuring & financing the deal: key considerations

This will provide an overview of the following key issues:

  • What is being purchased/sold?
  • Asset sale v share sale
  • Bricks and mortar store v online business
  • Why are the parties looking to buy/sell and the impact on the valuation and warranties.
  • How should the SME be valued?  You will explore different valuation techniques and how to utilise this information to your advantage when negotiating the deal.
  • How is the acquisition being financed?
  • What are the tax consequences of the proposed structure?

 (b) Drafting and negotiating the preliminary documents 

You’ll look at how to draft and negotiate preliminary documents (such as the MOU and confidentiality agreement) and common pitfalls to avoid. 

(c) Managing the due diligence process effectively

This will provide an overview of the following key issues:

  • The importance of legal, commercial and financial due diligence.
  • Due diligence from a seller’s perspective, including what to put in the data room and why
  • Due diligence from a buyer’s perspective and what to focus on  
  • How to identify issues which may affect the value of the company and spot the deal breakers (including in respect of employees, intellectual property, goodwill, material agreements and property)
  • Practical guidance on how to efficiently manage the process (including how to deal with any ethical or challenging issues which may arise) 

(d) Drafting and negotiating the sale agreement 

In the final part of the workshop, you’ll look at how to draft and negotiate the sale agreement. 

This will offer practical tips on drafting key clauses (including warranties and indemnities from both a seller’s and purchaser’s perspective).  

It will also look at the use of the NSW standard form Contract for the Sale of Business and a bespoke contract.   

Format:
The workshop will be interactive and practical and will include a mixture of written exercises, small group discussions and question and answer sessions with the facilitator.   

URSULA HOGBEN
Principal & General Counsel, LegalVision

Ursula Hogben is co-founder and General Counsel of LegalVision, a new legal practice with over 6 Principals and 20 lawyers.  Ursula was previously a senior lawyer at Baker & McKenzie and a Director at Bank of America Merrill Lynch. 
Ursula assists small and medium businesses at all stages of their lifecycle. Ursula speaks regularly at business and industry events, and was a finalist in the Australian Legal Business Awards. She writes on small business legal issues for business publications and newspapers including the Sydney Morning Herald and the Age.

Non-member $840.00
Member $756.00
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