This conference will explore essential issues from legal and practical guidance as to the measure of loss in share sale disputes to positioning a business to maximise the multiples and planning for exit.
The conference with its panel of experienced experts offers delegates an ideal opportunity to keep right up to date with the most important and topical issues.
This Conference will cover the following topics:
9.30am – 10.15am: Traps for the Unwary in Drafting Asset and Share Sale Agreements
Stephen Broomhall, Broomhall & Co
This session will examine traps for the unwary when drafting and negotiating the critical definitions of ‘disclosure’ and ‘knowledge’ within the asset sale or share sale agreement, with emphasis on the disclosure letter.
The session will also include:
- Persimmon Homes Ltd v Hillier as to rectification of a share purchase agreement and disclosure letter
- The pitfalls of drafting indemnity clauses following Wood v Capita
- The balance to be struck between the language used and the commercial context in which a clause was drafted when deciding between competing meanings of a clause
10.15am – 11.00am: Business and Share Sale Disputes – Topical Cases
David Lascelles, Littleton Chambers
The Court of Appeal and High Court have recently decided a number of cases in which sellers sought – often successfully – the dismissal of warranty and misrepresentation claims by disappointed buyers.
This session highlights pitfalls and corresponding opportunities for those advising buyers and sellers on such claims including:
- Issues relating to the service of breach of warranty notices
- Legal and practical guidance as to the measure of loss in share sale disputes
- Issues relating to the content of breach of warranty notices
- Whether misrepresentation claims can be based on the terms of the warranties
- Using provisions from the sale agreement to defeat misrepresentation claims
11.00am – 11.15am: Break for Morning Refreshments
11.15am – 12.00pm: Structuring the Consideration
Jonathan Deverill, DAC Beachcroft
This session will examine various methods of paying for the business and assets being acquired, including some common structures for calculating the price, possible steps to take to make sure that the buyer can actually pay the agreed sum and that the seller can meet warranty claims, and the interaction, where relevant, with listed company fundraisings on the stock markets.
The session will cover:
- Cash, shares and loan notes
- Completion accounts
- Creditworthiness and escrow accounts
- Vendor placings and other fundraisings
12.00pm – 12.45pm: Tax Issues on Business and Share Sales
Pete Miller, The Miller Partnership
Tax is often seen as a blocker in business and share sales, because resolving tax issues can take time and delay completion.
This session will review some of the more common problem areas, to explain why it’s so important to bring the tax advisers into the equation as early as possible and to structure the deal in line with the tax advice, as well as the commercial requirements.
The session will include:
- Assets or shares: what should we buy?
- Current issues with entrepreneurs’ relief
- Adjustments to the purchase price
- Stamp duty
- Getting clearances from HMRC
- The transactions in securities rules
12.45pm – 1.00pm: Questions on Morning Session
2.00pm – 2.50pm: Buying an Insolvent Business – A Practical and Legal Analysis
Stephen Allinson, Chair of Insolvency Service
It is a sad fact of commercial life that not all businesses survive. However, insolvent businesses can also offer opportunities for the entrepreneur.
This session guides you through this ever developing area of law with practical advice to ensure clients’ are protected and the risks (and potential rewards) are fully understood.
It will cover:
- Understanding the different corporate Insolvency regimes and the powers and duties linked with them
- Buying a business from an administrator – what to look out for
- The Pre Pack Administration Sale – much criticised; so what are the safeguards for creditors?
- What are the employees’ rights on an insolvent company sale?
- Dealing with insolvent company Directors – risks and opportunities
2.50pm – 3.40pm: IP Valuations
Kelvin King, Valuation Consulting
IP and intangible assets are capable of separate identification and valuation. As one of the most important advances in wealth creation this fact magnifies risk and liability assessment.
In most acquisitions IP is likely to account for a large proportion of consideration. More often than not, the questions to be answered are: What is goodwill and what are the intellectual property rights used in the target business? What is their value to you? And How can the IP be better protected and exploited? Business managers need to know the value and financial opportunities of all assets under their existing and future stewardship and control.
This session will explore IP from a valuation perspective in commercial transactions including:
- Why occasions for IP valuation lead to different concepts and rules, and possibly different valuations
- Sale valuation concept distinguished from others such as fair value, tax value and investment value
- Methods of valuation
3.40pm – 3.55pm: Afternoon Refreshments
3.55pm – 4.45pm: Planning for Exit
Peter Gray, Cavendish Corporate Finance
Selling a business is a complex process and achieving the best possible outcome requires a great deal of thought and preparation. The large number of elements involved in the process – preparing the business for sale, timing a sale correctly, finding the right buyer, negotiating price and other terms, the due diligence process, and the actual conclusion of the transaction – means that there are many aspects that need to be considered before embarking on a sale exercise.
This session will cover the following:
- Timing a sale
- Valuing your business
- Exit planning & exit options
- Positioning the business to maximise the multiple
- The sale process in detail
4.45pm – Close: Chair’s close and Questions & Answers
To find out more and to book click here: