Business Acquisitions: Key Essentials for the Purchaser in Getting the Deal Done – Recorded Online Conference

Wednesday 17th October 2018

Duration: approx. 3 hours

Dealing with the demands of commercial practice can make it difficult to find time to attend professional development events. We realise that not everyone can spare two days out of the office. So we’re offering you a new way to access the experts online – a half-day online conference, focused on key essentials for getting the deal done.

You can put your staff in the boardroom and watch it there. You can watch it on your computer or on your portable electronic device. All for the same low price.

The conference will be based on our highly successful video webinar technology: there’ll be a chairperson, a panel of experts, presentations and discussion – and you’ll have an opportunity to ask questions.

Session 1: Choosing the Appropriate Structure for an Acquisition

When you are effecting an acquisition, it’s very important to have the correct entity make the acquisition. What is correct very much depends on who you are– a family or a not for profit or a commercial enterprise. In this regard, both tax and asset protection are key considerations.

• Single family acquirer – no existing business:
  • discretionary trust vs company with discretionary trust holding shares
• Group of unrelated parties join together to make acquisition:
  • unit trust with discretionary subtrusts vs company with subtrusts holding shares
• Existing business makes the acquisition
  • do you keep the businesses in separate entities or do you integrate them?
  • acquiring existing companies – do you consolidate?
• Acquisitions by public companies and large proprietary companies – different considerations

Session 2: Understanding the Structure and Nature of the Due Diligence Process

To the legal adviser, due diligence means legal and regulatory due diligence. But that is only a small part of a much larger picture. In this presentation, we’ll be explaining the overall due diligence framework and the respective elements and how they fit together.

• General principles of due diligence:
  • overall planning
  • determining benchmarks
  • industry practice and norms and their role in due diligence
  • procedural issues including data rooms
• Common types of due diligence:
  • financial due diligence
  • tax due diligence
  • regulatory and legal due diligence
  • people and culture
  • commercial
• Due diligence reporting:
  • preparing reports on outcomes
  • sorting minor problems from significant issues
  • resolving due diligence problems
• Common errors in due diligence

Session 3: Practical Aspects of Managing Employee Transfers and Entitlements in a Business Acquisitions

There are a whole bunch of issues in the employment space when the ownership of a business changes. Things like entitlements, redundancy, different enterprise bargaining agreements, applicability of modern awards, not to mention the business transmission provisions of the Fair Work Act. This presentation will examine these issues in detail.

• Employee entitlements – what is the purchaser up for?
• Differences in treatment of entitlements depending on whether assets or shares were acquired:
  • sick and carer’s leave
  • annual leave
  • long service leave
• An alternative – terminate the employees at changeover and pay out all entitlements, then reemploy
• Applicability of business transmission provisions in the FWA
• Making changes to existing employment arrangements:
  • making existing employees redundant – redundancy
  • dealing with legacy EBAs
  • liability for underpayments before changeover