Business Sales, Purchase and Mergers

Maximising Returns on Business Transactions

Growing your commercial interests through a purchase, merger or sale of business is something all business owners face as part of their life.

All these transactions bring with them legal and commercial issues that call for careful consideration and planning.

Rouse Lawyers has the necessary expertise to ensure that each business deal is carried out to achieve maximum returns for you.

Fixed Fees: Certainty and Peace of Mind

We aim to offer legal advice that gives you value to outweigh our legal fees. Where possible, we offer transaction-based fixed fees for the scope of work and deal size to give you cost certainty and peace of mind.

We generally act for clients acquiring or selling businesses valued from $150,000 to $20 million or deals that involve strategic acquisitions and mergers.

Our sector experience includes retail, wholesale & distribution, professional services, online businesses and information technology, manufacturing, transport, farming & natural resources.

Buying a Business

Small to medium business acquisitions are often undertaken for a variety of reasons. Whether you are expanding an existing business or making a change for lifestyle reasons, we can assist to ensure the transaction is smooth and rewarding.

Unlike real property, the value of a business is largely intangible in the form of goodwill. A business is made up of a myriad of rights and assets which all operate together to produce profit.

In business acquisition, our role is to consolidate all of those parts to ensure that they will continue to operate effectively under new ownership.

When purchasing a business, there are a number of factors to consider:

• the terms of the contract of sale provided by the seller or agent, or whether you wish us to draft the contract to present to the seller;
• the most appropriate entity to purchase the business with, along with asset protection and taxation implications;
• whether you will need to have the business premises lease assigned to you;
• whether there is any vendor finance to be provided, loan agreements and securities which may be required;
• whether the seller or other key persons should be restrained from competing against you after settlement;
• whether the assets of the business are encumbered and how to ensure you obtain clear title;
• the transfer of intellectual property including trademarks and business names; and
• whether the business is subject to franchise agreement.

Selling a Business

When selling a business, and realising its value, you should consider:

• special terms you might want included in the contract of sale;
• any representation or warranties you have made or which may be implied in the sale agreement, and possible director liability;
• whether vendor finance is to be provided and what security you will take;
• any restraints of trade that have been proposed by the buyer; and
• capital gains tax implications.

Share & Unit Sale Agreements

We are experienced in the drafting, negotiation and completion of share sale and unit sale agreements.

Share and unit sales are often conducted for tax planning reasons and can be more complex than business sales. They often involve the seller providing warranties for any ‘skeletons in the closet’ that may become the responsibility of the purchaser, such as unpaid tax.

Often a portion of the purchase price is held as a retention against any future claims against the seller of the company or unit trust.

Capital Gains Tax

For the majority of small to medium business owners the value of your business (and commercial property) may well be your largest asset. It is therefore critical on its sale that you receive the maximum available proceeds after tax.

Many Australian business owners do not take advantage of large tax savings through poor tax planning and the holding of business and other assets through the wrong entities.

When you are selling your business, the ATO can be very generous by making available Capital Gain Tax concessions.

The rules in this area are quite complex and there is no automatic entitlement just because you consider your business is “small”.  

We can advise on your eligibility for the Capital Gains Tax concessions that are potentially available to you.

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