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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

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

Additional Information

Please arrive at 8:30 am for registration. Morning tea will be provided for seminar participants. | Disclaimer: While it is the Faculty's intention to provide this Program as advertised, UTS reserves the right to alter the program, or to cancel this seminar should the minimum enrolment quota not be met.

Book a session

08:45 PM, Tuesday, 17 March
  • Tuesday, 17 March
  • 4 hrs
  • CBD location
  • 8:45am to 1pm, 17 March 2020 | Sydney CBD, Venue - TBC

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