Dwyer Durack have extensive experience in negotiating and drafting the sale/purchase of business agreements.
When a business is sold, it is usually structured as one of two types of transaction:
- an asset sale; or
- a share sale
An asset sale is where only the assets of the business are sold, with the seller retaining ownership of the business entity and company structure (ie. company shares). The seller will also continue to be liable for any associated debts relating to the business entity.
Assets normally include the plant, equipment, inventory, property, company name, intellectual property and goodwill.
A share sale is where the buyer purchases shares in a business’s legal entity (company), rather than just the assets. In a share sale the purchaser may purchase a minority shareholding or the entire shareholding in a company. Generally, a purchase through a share sale is more complex and involves a greater risk when compared to an asset sales. Therefore a share sale should require greater due diligence to be done by the purchaser to make sure the business/company contains no nasty surprises down the track (ie. taxation implications).
Various commercial and legal considerations will determine whether a transaction should be structured as an asset sale or share sale. Each type has its advantages and disadvantages.
It is vital to understand the commercial and legal risks associated with each transaction in order select the correct structure for your transaction. If you need advice or an agreement drafted with respect to a purchase or sale of business, call us today so that we can help you.
Commercial Law Team
LLB, Diploma in Modern Languages (German)
Head of Department - Commercial Law
Catherine joined Dwyer Durack's Commercial Law department in 2019.
With over 15 years experience in Commercial Law, Catherine’s focus is on contract law and property with an interest in agribusiness. Catherine has extensive experience in property and infrastructure developments and sale of business and property assets.
Catherine has been involved in drafting contracts for establishment of significant State assets and large property and rural agribusiness assets and also tourism business assets involving Crown land.
Catherine has a practical and business minded approach to commercial matters and in delivering timely advice to clients.
AREAS OF SPECIALTY
- Business Contracts
- Loan Contracts and financing arrangements
- Real property including subdivisions and amalgamations
- Crown land and leasing arrangements
- Planning law
EDUCATION / ADMISSIONS
- Bachelor of Laws, University of Western Australia 2002
- Diploma in Modern Language (German), University of Western Australia 2002
- Admitted Supreme Court of WA: 3 March 2004
Lawyer - General Litigation & Liquor Licensing
Emily first jointed Dwyer Durack in 2012 and began practicing in the Criminal Law, Restraining Order and Liquor Licensing areas in November 2017.
Emily practices in Criminal Law and Liquor Licensing, as well as in Employment and Restraining Order matters.
Emily has appeared in both metro and regional Magistrates Court on criminal and restraining order matters, as well as the Supreme Court and the Supreme Court of Appeal, Fair Work Commission and WAIRC. Emily has also represented clients at the Department of Racing Gaming and Liquor and the Liquor Commission.
AREAS OF SPECIALTY
- Criminal Law
- Liquor Licensing
- Commercial Litigation
- Litigation & Dispute Resolution
EDUCATION / ADMISSIONS
- Bachelor of Laws
- Graduate Diploma of Legal Practice
- Admission Date (Supreme Court of WA): 1 November 2017
- Admission (High Court of Australia): 15 October 2018
- Law Society of Western Australia
- Women Lawyers Association
- Criminal Lawyers Association of Western Australia
Marie Hall joined Dwyer Durack in March 2019 and provides both legal and administrative support to all Departments.
Marie has over 12 years experience in administrative roles including Local Government and accounts related roles, together with 6 years in the Legal industry, which has included Family Law, Commercial, Litigation, Property and Wills & Probate.