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Sale of business transactions

Dealing with sale of business contracts requires a broad range of skills and knowledge to successfully deliver comprehensive legal oversight. This CPD course is essential for anyone practising commercial law. It will boost your commercial vocabulary by delving deeper into tax, employment law, intellectual property, and legal structures.

About this course

You'll gain key insights into the negotiation, documentation, and administration of a sale of business transaction. Hear from highly-respected leaders of the legal profession, who will share their experiences and explore current challenges, like employment law and intellectual property issues. A core focus of this seminar will be deal structures and strategic considerations for practitioners overseeing a transaction.


Four CPD units (one unit per hour)

Course structure

8:45am - Introduction by our Chair

Gena Kawaguchi, Partner, Brown Wright Stein Lawyers


8:50am - Due Diligence steps in Sale of a Business

Speaker: Shah Rusiti, Partner, Teece Hodgson and Ward; Accredited Specialist in Business Law – Law Society of NSW

  • corporate structure and asset ownership
  • company and business records
  • assignment of agencies or licenses
  • leases and property issues
  • employees and entitlements
  • tax and current liabilities
  • key contracts


9:40am - Pre-contractual negotiations, vendor warranties and earn-outs

Speakers: Simon Griesz, Partner, and Gena Kawaguchi, Partner, Brown Wright Stein Lawyers

  • heads of agreement
  • confidentiality agreements
  • vendor warranties
  • earn-outs


10:45am - Corporate and Employment Law Issues 

Speaker: Ruth Nocka, Partner, Dentons

  • data rooms and confidential information
  • rules of the transaction
  • buying a franchise
  • checking the franchisor’s reputation
  • reviewing contracts of employment
  • entitlements
  • any outstanding claims or dismissals pending
  • restraint of trade terms and conditions
  • protection of key corporate assets, tracking data movements


11:30am - Intellectual Property Considerations in Business Transfers

Speaker:  James Ellsmore, Managing Associate, Dentons

  • IP basics, such as business names and domain names 
  • pre-contractual transaction considerations, including IP asset audits, valuation, and due diligence 
  • contractual considerations, including treatment of IP issues in transaction documents and IP issues associated with selling data-based businesses, as well as assignment and licensing considerations 
  • post-contractual considerations, including transfer and registration of IP rights


12:15pm - Structuring a sale of business: asset sales or share sales

Speaker: Steven Brown, Principal, Etienne Lawyers

  • assets or shares
  • what is the structure of the purchaser?
  • sales from insolvency practitioners
  • should tax be the determinative factor?
  • what differences in contract terms would you accept when buying from an insolvency practitioner?


Learning outcomes

  • Understand due diligence around the sale of a business
  • Consider structures for sale transactions
  • Advise on employment, IP and corporate law requirements for a sale of a business.



A discount of 10% is available to UTS Alumni or UTS Staff enrolling in this short course. If you’re eligible for this discount, please ensure you have provided your UTS Student or Staff ID number in your UTS Open Profile (under ‘A bit about you’).

When signing up for the Session, use the relevant voucher code to apply the discount to your Cart:

  • UTS Student /Alumni: Lawalumni
  • UTS Staff: Lstaff

Please note that there’s a limit of one discount rate per participant.

Who is this course for?

This course is useful for:

  • General practitioners
  • Contract and commercial law specialists
  • In-house counsel and general counsel teams
  • Legal officers
  • Contract managers, tender and procurement managers
  • Dispute resolution practitioners
  • Litigation lawyers
  • Building and construction lawyers
  • Government lawyers


17 March


CBD location


4 hrs

Meet the Expert

Gena Kawaguchi

Gena Kawaguchi
Partner, Brown Wright Stein Lawyers

Gena Kawaguchi is a Partner in the commercial team at Brown Wright Stein. She works across a wide range of corporate and commercial law matters including:  mergers and acquisitions;  shareholders and unitholders agreements;  partnership and joint venture agreements;  general contract review and drafting;  Australian Consumer Law;  business restructuring;  trusts;  finance and securities.  Gena also has experience in property, estate planning, insolvency and general asset protection.  She was admitted as a lawyer in NSW in August 2005.


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Shah Rusiti

Shah Rusiti
Partner, Teece Hodgson and Ward; Accredited Specialist in Business Law

Shah has 30 years of experience in business law and commercial law, information technology and commercial property.  His clients include IT companies and software developers, national and international manufacturers, education providers, accountants, medical practitioners, engineers and other professionals.  Shah advises on:  corporate and business structuring;  sale and purchase of businesses and companies;  shareholders and disputes;  commercial and government contracts (particularly in the IT and services industries);  tailored commercial documents including service agreements, terms of supply, ASP and software licence agreements, distributorships and reseller agreement and many others;  commercial property sales, purchases and leases.

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Simon Griesz

Simon Griesz
Partner, Brown Wright Stein Lawyers

Simon Griesz is a Partner at Brown Wright Stein and has over the last 20 years developed in depth experience in commercial law which has been enhanced with experience in litigation and dispute resolution law.  Simon acts on behalf of owner-managed businesses, national companies, retail businesses and investors in industries including retail, property, manufacturing and financial services.  He advises clients in areas including:  mergers and acquisitions;  general commercial transactions including shareholder agreements, joint ventures, partnerships and loan and security documents;  corporations law;  dealing with ACCC investigations;  and consumer protection law.  In commercial disputes or regulatory investigations , Simon assists clients to reach a commercial resolution, rather than expensive and time-consuming litigation.

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Ruth Nocka

Ruth Nocka
Partner, Dentons

Ruth Nocka is a market-leading workplace relations lawyer and a partner in Dentons’ Employment & Safety group in Sydney.  Ruth advises on all areas of employment law including termination of employment, managing injured employees, contracts and statutory interpretation.  Ruth has extensive experience in discrimination law and employment contracts (which extends to employment-related litigation), and in prosecutions of multiple respondents for multiple breaches of the Fair Work Act 2009 and urgent injunctions in the Supreme Court for breach of restraint provisions.  She has also conducted investigations in the construction, financial services, mining, retail and wholesale goods industries in allegations of bullying, fraud, sexual harassment and employee misconduct.

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James Ellsmore

James Ellsmore
Managing Associate, Dentons

James is a Managing Associate with Dentons’ Intellectual Property team in Sydney and has practised for more than ten years in all areas of intellectual property.  He has particular expertise in leading and managing complex patent disputes in the pharmaceutical and medical device industries.  These disputes have involved many different classes and formulations of pharmaceuticals (including biologicals), as well as sleep apnoea technology, ophthalmic technology and respiratory care products.  James has assisted clients to resolve patent and licensing disputes in other areas of technology, including semiconductors and LEDs, mining equipment, plumbing valves, financial products and services and telecommunications systems.  James also works with a broad base of clients on licensing and commercialisation matters, including the drafting and enforcement of research and commercial agreements.

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Steven Brown

Steven Brown
Principal, Etienne Lawyers; Accredited Specialist in Business Law

Steven Brown is an expert in commercial, corporations, ASX, business, and IP law.  He lectures in drafting at the College of Law, amd has lectured in banking law at Macquarie University;  in contract law, regulation and ethcis for the FINSIA Master of Finance;  for the AICD;  and in corporations, finance and securities law for the LLM and SJD courses at UTS.  He holds a Bachelor of Economics and Bachelor of Laws from the University of Sydney, and a Master of Applied Finance (1st) from Macquarie University.  He is an Accredited Specialist in Business Law, a Fellow of the Australian Institute of Company Directors, and a Fellow of the Property Investors Association of Australia.

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Additional Information

Please arrive at 1:00pm for registration. Afternoon tea will be provided for course participants. | Disclaimer: While it is the Faculty's intention to provide this short course as advertised, UTS reserves the right to alter the program, or to cancel this short course should the minimum enrolment quota not be met.

Book a session

08:45 PM, Tuesday, 17 March
Expert: Gena Kawaguchi
  • Tuesday, 17 March
  • 4 hrs
  • CBD location
  • 8:45am to 1pm, 17 March 2020 | Grace Hotel: 77 York Street, Sydney NSW 2000

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