Private Real Estate


Selling a Business in New South Wales
Selling Residential \| Selling Business \| Buying Residential \| Buying Business \| Leasing Commercial or Residential Property
1.	You and your solicitor's considerations
	You and your solicitor may consider and investigate the following items:
	(a)	how the buyer's offer is to be evaluated;
	(b)	secrecy and confidentiality issues;
	(c)	what is the business reputation, credit rating, and success of other purchases of the buyer?
	(d)	do restrictions in seller's constitution or existing shareholders' agreements or voting trusts limit the deal that can be made;
	(e)	employee problems - will seller have severance or terminal pay obligations for employees not retained by the buyer?
	(f)	is there a fiduciary duty owed by controlling shareholders to minority shareholders in the case of a share sale?
	(g)	conduct during negotiations (ie any long term commitments or significant business changes should be made) in particular issues concerning misleading or unconscionable conduct?
	(h)	expenses - how much will they aggregate and how will they be borne?
	(i)	third parties - must special authorization be solicited from government agencies, lending institutions, contracting parties etc?
	(j)	employment - will shareholders/employees of the seller be placed under contract by the buyer?
	(k)	any special issues with assignment or transfer of the assets of the business;
	(l)	are there any change of control triggers in any of the licences, agreement or other assets?
	(m)	are there any special conditions required?
	(n)	will there be a hand over period?
	(o)	what type of agreement will be used to document the sale of business?
	(p)	taxation issues - ie capital gains tax - rollover provisions?
	(q)	restraint of trade - what are the issues if a restraint required by the purchaser?



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