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Buying a Business in New South Wales

Selling Residential | Selling Business | Buying Residential | Buying Business | Leasing Commercial or Residential Property
1. Your Considerations
  (a) You must evaluate the following aspects of the business:
(i) Why is the business for sale?
(ii) What is for sale?
(iii) Does the purchase of the business fit with the corporate strategy/business plan?
(iv) Is the business owned by a few or many shareholders?
(b) Finance issues. Is the purchase going to be funded and by who?
(c) Industry evaluation and status of this business within its industry;
(d) Key employees and any other employment issues;
(e) Should the corporate entity be preserved because of established name and history, local pride and employee morale, stock exchange listing or other reasons?
2. Your Lawyer's considerations
  Your lawyer must review and investigate the following aspects of the seller:
(a) All corporate, ASIC and court documents;
(b) All contractual obligations of the business;
(c) Assignability of contractual obligations, especially any lease covenants or mortgagor covenants, superannuation, profit sharing, employee share ownership, and/or other employee benefit plans;
(d) Employee issues and employment arguments;
(e) Real property;
(f) Tangible personal property;
(g) Intangible personal property (eg patents, trademarks and similar property);
(h) Liabilities;
(i) Any ACCC, ASIC or FIRB issues;
(j) Quality control issues;
(k) Regulatory agency consents, are special licenses required to operate the business;
(l) Incomplete agreements - should any be entered into with seller's shareholders;
(m) Taxation issues;
(n) Restraint of trade; will a restraint be required to protect the goodwill of the business? What would be reasonable in the legitimate interests of the parties; and
(o) Financing issues.

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