Workshop on Advising on key shareholders and trust issues

Course ID CN170338_BUS1

  • Face to Face
  • 7
  • Intermediate
  • 7 CPD POINTS

Learn from an expert, Ursula Hogben, and develop your skills through engaging in practical activities. This workshop will equip commercial lawyers with the essential skills they need to advise clients on key shareholder and issues. Be up to date on the latest developments in these areas of law.

College of Law Alumni and Law Society Members receive a 10% discount on the price.

Price

Full Price $840.00

Alumni/Member Price $756.00

Dates

Time:

8.30am - 4.45pm

Location:

The College of Law
Level 16, St James Centre
111 Elizabeth Street
Sydney NSW 2000

About This Course

Outline

This interactive workshop will cover the following topics:

(a) Drafting shareholders’ agreements: tips & traps

Shareholders’ agreements can get overlooked in the excitement of setting up a new business. However, the importance of having a well-drafted shareholders’ agreement cannot be underestimated, whether you are advising experienced business people, investors or the founders of a start-up company.  Having a comprehensive shareholders’ agreement gives clarity and certainty.  It also addresses the majority and minority interests.    

 

(b) Advising on the key issues for founders & majority shareholders

Founding a business or owning a business or franchise is increasingly common.  There is a natural tension between the rights and control of the founder or majority shareholder and the rights of the minority shareholders. 

This session will provide an overview of:

  • The right to appoint directors
  • What decisions the directors can make
  • What happens if a shareholder wants to sell
  • First right of refusal for founders to purchase shares
  • Valuation/purchase price issues
  • Drag-along clauses 

(c) Advising on key investor & minority shareholder issues 

This session will provide an overview of:

  • Market practice requirements for equity investors, including preference shares, right of first refusal and tag-along clauses
  • How to protect the rights of minority shareholders
  • How to effectively deal with minority shareholders if they become a source of opposition against the majority
  • Available remedies for shareholders
  • Recent developments in this area
  • Exit provisions to solve deadlocks 

(d) Understanding why and how to use trusts to your advantage in business 

Key points to be covered include:

  • Why and how you would use a trust in a commercial context, rather than using a company structure
  • An overview of the different types of trusts which can be used in a business context
  • Why and how to use trusts in business structures, as alternatives to using a company
  • Practical issues to take into account when advising your clients on whether to establish a trust 

(e) Understanding the key tax issues 

Points to be covered include:

  • Tax treatment of discretionary trusts and unit trusts
  • Dealing with trust income, streaming different components of income and Bamford (Commissioner of Taxation v Bamford [2010] HCA 10)
  • Tax treatment of losses in trusts
  • When to use a trust structure
  • Worked example demonstrating the efficiencies of using a trust structure 

(f) Advising clients on asset protection issues

Key points to be covered include:

  • How trusts can be used to protect assets in a business context
  • Issues relating to control of the trust
  • If you are acting for a creditor of the business, how you would go about trying to recover/gain control of trust assets

 

Designed for

This seminar complies with the mandatory area of Substantive Law.

 

Presenter

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.

Rob Minter

Robert holds Arts and Law degrees from the University of Sydney, he studied franchising and intellectual property at Duquesne University in Pittsburgh, Pennsylvania and holds a Graduate Diploma of Business.

As a former partner of Minter Ellison he is steeped in the traditions of providing the high quality services that that firm is renowned for but, with lower overheads, is able to provide the same quality far more cost effectively and at a personal level. 

Robert has a unique expertise in doing business in China. He was President of the Australia-China Business Council and part time lecturer at the Bond University Business School. He has served on the Australia-China Council advising the Department of Foreign Affairs and Trade on its Australia China relationship. His China work involves a wide variety of joint ventures and business start-ups. 

Perhaps more importantly, the experiences and disciplines gained in working in this difficult environment have led to the development of working philosophies that are also applied in the Australian context where they have been found to be invaluable.

David Lechem

David has been a tax lawyer for almost 20 years working for a range of Australian and international clients including private clients, high net worth individuals and operating businesses in a range of industries.

He is passionate and driven to help clients achieve personal and financial success. Tax and accounting are complex areas, and with deep knowledge and expertise he is able to work together with clients to ensure the best outcomes are obtained.

AGEIS provides accounting tax and audit services, tax and legal advice including structuring, estate and succession planning and dealing with disputes as well as family office and wealth management services.

Offering this broad range of services allows us to have a deep knowledge of our clients and their affairs, and ensures a positive outcome for them and their future generations.

Colin Brown

Practice Areas:

  • Insolvency and reconstruction
  • Dispute resolution and litigation
  • Corporate and commercial

Colin is a partner of O’Neill Partners and specialises in the areas of insolvency and reconstruction and dispute resolution and litigation.  Colin worked as a legal executive in London for a number of years, returning to practice in Australia in 2005.
A member of the Australian Restructuring Insolvency & Turnaround Association, Colin has a strong background in the insolvency area and acts for secured and unsecured creditors, administrators, liquidators, bankruptcy trustees and other insolvency practitioners across a range of industry sectors, as well as advising individuals, boards and company directors on all aspects of insolvency law.
Colin also acts for private and corporate clients involved in a broad range of commercial disputes, particularly in respect of contractual and commercial transactions.  Colin is a specialist in alternate dispute resolution and has resolved a number of large and complex commercial disputes for the firm’s clients.
Specifically, Colin regularly advises:

  • Insolvency practitioners in respect of all issues arising out of insolvency arrangements including Corporations and Bankruptcy Act powers and asset recovery actions.
  • Business owners and company officers in relation to their rights, duties and obligations in both insolvency and non-insolvency contexts.
  • Creditors in actions to recover debts or trace assets, as well as strengthening their position through improved trading terms and security interests.
  • Parties seeking to structure businesses and personal arrangements so as to provide legally enforceable asset protection outcomes.
  • Private and corporate clients involved in commercial disputes and litigation.