From the smallest deal to the largest, M&A by its nature involves entire businesses and is always complex.
In this On Demand session, Cameron Taylor and Ben Jacobs will draw on their combined four decades of experience buying and selling businesses to draw out where they have seen transactions go wrong, what can be learned from those experiences and how to avoid similar issues recurring on your own deals.
Why do lawyers need to worry about company valuations and fair value? Isn’t it something for expert accountants and financial analysts to sort out at the relevant time?
Focusing on private companies, this On Demand session explores when the need for company/share valuations arises in practice (other than the sale and purchase of a business), how the issues are usually dealt with (or not dealt with), key terms and methodologies, and how having a greater understanding of these matters will help you instruct (or provide for referral to) an expert to determine valuation.
A company constitution is often considered to be a standard template document, but the type of document which is suitable to a particular company can differ significantly and will be influenced by factors like:
whether there is a separate shareholders agreement;
whether there are different types of shareholders (including whether the company has financial investors);
the number of shareholders (key thresholds being 10 and 50);
whether the company is a Code Company under the Takeovers Code or listed on the stock exchange; and
whether the company is a subsidiary.
This On Demand session covers the key variables which will be influenced by these factors, including issues like:
whether pre-emptive provisions are appropriate for share transfers and new share issuances;
different approaches to pre-emptive provisions;
what are drag along and tag along provisions, are they desirable and what are the suitable thresholds for them to apply?;
different approaches to governance, including how the board of directors is appointed; and
what decisions should require approval of a special majority and whether that should be at board or shareholder level.
Could you take on a takeover? Would you be able to advise a company with close to 50 shareholders of the implications of the Takeovers Code? Are you aware of the Takeovers Panels attitude to schemes and amalgamations?
This On Demand session will equip you with information about key takeover issues.
Raising sufficient investment capital can be critical - but also challenging for a company wishing to start up or take off.
What does the law proscribe and permit? What investment options are available? What issues should be addressed during the negotiation phase? What course should the investment process follow? What should the paperwork look like? When might nominee companies be used?
Those acting for investment-seekers and investors alike will be able to upgrade their advice after viewing this On Demand session..
Importing goods is vital to the New Zealand economy and to the existence and success of thousands of businesses here. But it also carries risk and expense, and there are many legal requirements and restrictions. Getting it wrong can be costly, in many ways.
This On Demand session helps practitioners to better advise and assist their clients.
Actions can be brought against Directors personally by one or more of the following persons:
a regulator (for example the IRD); and
a holder of a personal guarantee.
This On Demand session outlines these actions, the consequences, and the practical and legal steps a Director can take to reduce the likelihood of a claim being brought, to improve the chances of successfully defending it and to mitigate its impact on their personal assets if the action is successful.
Although not mandatory for New Zealand companies, constitutions are commonplace â and for small businesses are often the sole governance document.
But are they crafted and drafted as well as they should be to meet the particular needs and wishes of the client?
Looking at key (but perhaps not obvious) clauses to consider including in a constitution, as well as the interface with the Companies Act and with any shareholdersâ agreement, this On Demand session assists practitioners to design constitutions that suit small-business clients rather than trying to fit those clients into standard configurations and the risks that course may entail.
Unlike the vast majority of the specific provisions contained in the Income Tax Act, Parliament has left the general anti-avoidance provision deliberately general, where the Supreme Court in the leading case on tax avoidance (Ben Nevis) stated that the courts should not strive to create greater certainty than Parliament has chosen to provide.
That means that it is often a process of drawing a line in order to distinguish between a permissible tax advantage that has been contemplated by Parliament and one which falls foul of the legislature.
The presenters provide insights into answering the Supreme Court's ultimate question - whether the impugned arrangement, viewed in a commercially and economically realistic way, makes use of the specific provision in a manner that is consistent with Parliament's purpose. This involves an examination of both an arrangement's legal form and its economic and commercial substance.
Marshalling is a long-standing equitable doctrine. For the informed practitioner, the doctrine may offer tactical and legal opportunities not necessarily apparent to the unwary. Authorities on marshalling are sparse but recent decisions in the UK and New Zealand evidence that the doctrine could be applied more vigorously to great effect.
As equity textbooks mostly state bare principles, this On Demand session focuses on the practical application of marshalling by reference to authorities and hypothetical examples. The aim is to help practitioners to identify circumstances where the doctrine can secure a better commercial outcome for clients.
There are over 15 exclusions to the full regulated offer regime under the Financial Markets Conduct Act 2013 (FMCA) that allow your clients to make offers with limited or no disclosure. How many do you know? The transitional period is now over, so compliance with the FMCA is mandatory.
This On Demand session provides practical guidance as to how, and when, to apply some of the most common exclusions under the FMCA, as well as providing an overview of the types of offers that fall within, or outside, the scope of the FMCA.
The administrative obligations of companies under the Companies Act are often overlooked, and likewise the need for obtaining and properly documenting board and shareholder decisions.
Avoid these potential pitfalls by refreshing your understanding of some of the ongoing compliance and decision-making obligations for companies under the Companies Act.
The panel discusses shareholder disputes, including remedies which a disgruntled shareholder may seek to pursue under the Companies Act and some of the common mechanisms used in shareholder's agreements to protect the rights of shareholders in the event of a dispute.
With franchising having ballooned in popularity as a method of business growth, so too have the number of franchise disputes. All too often complaints and disputes arise due to franchisees not realising what they have actually signed up for.
This On Demand webinar covers the lawyer's input at various stages of the franchise lifecycle:
Due diligence review of franchise agreements for potential franchisees.
Acting for vendor, purchaser or franchisor on the sale of a franchised business.
Consideration of common franchise disputes, such as:
complaints about the quality of franchisor support and services;
Take advantage of this opportunity to gain a practical understanding of the corporate financing process. Appreciating the banks' legal, risk and credit requirements ensure you are better placed to advise borrower clients and meet your own practitioner obligations.
Watch our experienced panel discuss common documentary and negotiation pitfalls together with outlining practical steps to take in concluding a successful bank funding transaction.
The current hot topic in lending circles is peer-to-peer (or person-to-person or P2P) lending. However, there is some lack of knowledge and even misunderstanding about what it is, how it works, what it offers, the parties involved and differences that exist between providers.
Presented by an experienced lawyer and the managing director of one of the few licensed providers, this On Demand session equips you with knowledge to assist you to advise both potential investors and borrowers.
Shareholders' agreements are not a one-size-fits-all document. Each shareholders' agreement needs to be crafted to reflect the company's shareholding structure and growth aspirations.
The agreement that might work well for a joint venture between two corporates will not meet the needs of a small company with founder shareholders or of a growth company that has taken on external investment.
This On Demand session compares and contrasts the different types of shareholders' agreements and focuses on what you should include in a shareholders' agreement to make it fit for purpose.