This second edition of Sale of Businesses in Australia concentrates on the sale of small businesses trading as individuals or in partnership under the standard Sales of Business contracts promulgated by the various Law Societies and Real Estate Institutes. Several chapters also apply to the sale of businesses generally.
Topics covered include:
- matters relating to the typical transaction: stock in trade, goodwill, plant and fixtures;
- additional matters such as intellectual property, business names, and the transfer of business leases;
- special contract provisions, including restraint of trade and employee provisions, and other special conditions commonly found in contracts;
- taxation implications of the sale;
- time stipulations;
- obligations on completion;
- disclosure obligations;
- remedies for commonly encountered types of breach by either party.
The book serves as an ideal reference point for the busy legal practitioner involved in advising upon these transactions and has extensive references to the standard contracts in New South Wales, Victoria and Queensland.
Overview of Sale TransactionProfessionals Involved in Business Due DiligencePre Contractual DisclosureSubject Matter of Sale other than Lease of Real PropertyIntellectual PropertyDealings with Business PremisesInvestigation by Purchaser of Title to Business AssetsTaxationRestraint of TradeEmployment IssuesSpecial ConditionsChattel SecuritiesTime StipulationsCompletionDispute Resolution
Table of Cases / Table of Statutes / Index
The authors note that most busineses which change hands in Australia are small to medium. The book is clearly written with that type of conveyance in mind, but it will also prove valuable to those dealing in larger transactions. It is admirable that the authors have managed to cover every Australian jurisdiction, and an enormous range of issues, in a mere 427 pages. … most practitioners should find its format and easy to follow index a great time saver. Students should also find it valuable in commercial transactions courses. I note the modest RRP of $125, I would think it a necessary investment for anyone who deals in this area.
ACT Law Society Newsletter, Ethos, March 2010
The authors in this second edition address not only legal matters concerning a buyer, seller and legal practitioner but also legal issues applying to a variety of stakeholders in the sale process such as employees, accountants, agents and advisers…A practical reference for any commercial practitioner or for an astute purchaser seeking an overview of the legal aspects of buying a business.
Law Institute Journal of Victoria, April 2010
An excerpt from the Preface
…The greater volume of businesses sold in Australia each year are small to medium enterprises. The administration of business contracts presents far different challenges than, for example, contracts for the sale of goods alone or contracts for the sale of land. The subject matter comprises both real and personal, and tangible and intangible property. Other considerations that do not affect those other commonplace contracts include dealing with employees who are both remaining and departing, taking account of restraints of trade, and the phenomena of the passing of property being different in respect of different forms of property being transferred in the same contract.
In keeping with the format of the previous edition, the book is written with the busy practitioner in mind. It deals with the formation of business contracts, all aspects of disclosure both contractual and statutory, the role of agents, and detailed consideration of the different types of subject matter of small business contracts including, the lease of the premises, intellectual property, goodwill, licences, book debts and plant and equipment. It has up to date treatment of income tax implications of the sale and the impact of the latest Commonwealth legislation on dealing with employees of a business on sale. Consistent with the last edition, the book has chapters on time of the essence and completion, personal securities, restraint of trade clauses, special conditions and remedies for breach by both parties and misleading or deceptive conduct by the seller. In relation to personal securities, whilst the current State and Territory based law on Bills of Sale and other Chattel Securities has been the subject of commentary, the proposed national reform agenda has also been commented upon although that legislation is not due until May 2010 at the earliest.
