Our team of commercial lawyers are experienced in all areas of Business Sales and Acquisitions. From negotiations with vendors, purchasers and agents, to preparation and negotiation of Sale Contracts with third parties.

We can provide comprehensive advice to assist you in your negotiations and the structuring of your sale or purchase.

There are 3 common ways to dispose of an interest in a business. You can either sell the assets of the business or the business itself, or, if the business is a corporation, you call sell the shares. There are important differences between these types of sales. We can provide you with clear advice on which type of sale or purchase would suit your circumstances and assist you in the structuring of your arrangements.

Our experienced team of commercial lawyers regularly deal with the sale and acquisition of businesses of all sizes.

The contract for the sale of a business is normally prepared by the vendor’s lawyer pursuant to negotiations between the vendor (or their agent) and the purchaser of the business. The purchaser would engage their own lawyer to vet the documents, and often new clauses are added to and often removed from the contract. Normally, the assets would be listed and the ‘goodwill’ component of the business stated clearly. The liabilities to be assumed by the purchaser would also be set out.

The contract can include clauses that protect the purchaser. Examples include:

Restraint of Trade Clauses - These prevent the seller (vendor) from setting up a similar business within a certain radius and for a certain amount of time from the settlement date of the transaction;

Training Clauses - These clauses allow the purchaser to work in or observe the business prior to settlement, so that the purchaser can gain a greater understanding of the operation of the business;

Performance Clauses - These may state the minimum takings of the business over a certain period of time;

Staged Payment Clauses- stating that payment of the agreed price will be made in stages. This may give the purchaser greater bargaining power if a dispute arises after the transfer of ownership or if the business does not perform as promised; and

Guarantee Clauses - providing a guarantee from the vendor that all representations made regarding sales, costs and profits figures are correct.

Things that you should consider and discuss with us include:

• the warranties that should be obtained in relation to the rights and liabilities attaching to the shares and the assets owned by the company;
• the application of related party transactions or application of financial assistance provisions of the Corporations Act;
• the possible application of the Foreign Acquisitions & Takeovers Act;
• settlement procedures and required company secretarial tasks; and
• whether the transaction will affect any existing arrangements which are important to the business e.g. contracts with change of control provisions.

You should consider and discuss with your accountant whether stamp duty, or any other taxes (Capital Gains Tax; GST), will be payable on the transfer of shares or assets. You should review with your accountant the company’s financial statements, including the balance sheet and profit and loss account. Your accountant should review the taxation warranties and indemnities to ensure they provide adequate protection.

In addition to the above, if you are considering acquiring or starting a business with others through a company or trust, whether a Shareholders' Deed may be required. Such documents can cover:

• how the management will be structured;
• what the requirements are for business plans, budgets and accounts;
• how additional shares/units will be allotted to existing or new shareholders for unit holders;
• what rights will attach to shares/units and how they can be varied;
• how the company/trust will acquire or dispose of significant assets;
• how the business can be sold or another business acquired;
• who can make decisions to incur significant debts or expenses;
• whether directors or shareholders/unit holders can obtain loans from the company/trust;
• whether directors must be employed by the company/trust and what happens if their employment ends; and
• who can make a decision to wind up the company/trust if it is solvent,

and operates as a legally binding contract and details a number of requirements in relation to the operation of a business.

Call one of our Commercial Lawyers for free initial telephone advice on your circumstances on (02) 9525 8688.

Our team of commercial lawyers are experienced in all areas of Business Sales and Acquisitions. From negotiations with vendors, purchasers and agents, to preparation and negotiation of Sale Contracts with third parties.

We can provide comprehensive advice to assist you in your negotiations and the structuring of your sale or purchase.

There are 3 common ways to dispose of an interest in a business. You can either sell the assets of the business or the business itself, or, if the business is a corporation, you call sell the shares. There are important differences between these types of sales. We can provide you with clear advice on which type of sale or purchase would suit your circumstances and assist you in the structuring of your arrangements.

Our experienced team of commercial lawyers regularly deal with the sale and acquisition of businesses of all sizes.

The contract for the sale of a business is normally prepared by the vendor’s lawyer pursuant to negotiations between the vendor (or their agent) and the purchaser of the business. The purchaser would engage their own lawyer to vet the documents, and often new clauses are added to and often removed from the contract. Normally, the assets would be listed and the ‘goodwill’ component of the business stated clearly. The liabilities to be assumed by the purchaser would also be set out.

The contract can include clauses that protect the purchaser. Examples include:

Restraint of Trade Clauses - These prevent the seller (vendor) from setting up a similar business within a certain radius and for a certain amount of time from the settlement date of the transaction;

Training Clauses - These clauses allow the purchaser to work in or observe the business prior to settlement, so that the purchaser can gain a greater understanding of the operation of the business;

Performance Clauses - These may state the minimum takings of the business over a certain period of time;

Staged Payment Clauses- stating that payment of the agreed price will be made in stages. This may give the purchaser greater bargaining power if a dispute arises after the transfer of ownership or if the business does not perform as promised; and

Guarantee Clauses - providing a guarantee from the vendor that all representations made regarding sales, costs and profits figures are correct.

Things that you should consider and discuss with us include:

• the warranties that should be obtained in relation to the rights and liabilities attaching to the shares and the assets owned by the company;
• the application of related party transactions or application of financial assistance provisions of the Corporations Act;
• the possible application of the Foreign Acquisitions & Takeovers Act;
• settlement procedures and required company secretarial tasks; and
• whether the transaction will affect any existing arrangements which are important to the business e.g. contracts with change of control provisions.

You should consider and discuss with your accountant whether stamp duty, or any other taxes (Capital Gains Tax; GST), will be payable on the transfer of shares or assets. You should review with your accountant the company’s financial statements, including the balance sheet and profit and loss account. Your accountant should review the taxation warranties and indemnities to ensure they provide adequate protection.

In addition to the above, if you are considering acquiring or starting a business with others through a company or trust, whether a Shareholders' Deed may be required. Such documents can cover:

• how the management will be structured;
• what the requirements are for business plans, budgets and accounts;
• how additional shares/units will be allotted to existing or new shareholders for unit holders;
• what rights will attach to shares/units and how they can be varied;
• how the company/trust will acquire or dispose of significant assets;
• how the business can be sold or another business acquired;
• who can make decisions to incur significant debts or expenses;
• whether directors or shareholders/unit holders can obtain loans from the company/trust;
• whether directors must be employed by the company/trust and what happens if their employment ends; and
• who can make a decision to wind up the company/trust if it is solvent, and operates as a legally binding contract and details a number of requirements in relation to the operation of a business.

Call one of our Commercial Lawyers for free initial telephone advice on your circumstances on (02) 9525 8688.