• Commercial Law

    Commercial Law

    We are business people as much as we are lawyers. We will take care of the legal documents so you can confidently run your business.
    As your business grows, its risk profile and governance challenges will change. We partner with our clients over the long term to ensure they are in the driver’s seat for success.

  • Dispute Resolution

    Dispute Resolution

    We are in your corner when the going gets tough. Having resolved over 6,500 disputes for business owners have seen it all before.

    Whether you need a skilled negotiator or a fearless litigator, we specialise in delivering commercial results when:

    Customers refuse to pay;
    Suppliers let you down; and
    Business Partners do the wrong thing.

  • Employment & Safety

    Employment & Safety

    The biggest challenge for any business owner, is managing their employees.

    A difficult employee can make you question why you got into business in the first place and be toxic to your team morale.

    We deliver proactive solutions to manage your team via employment contracts, policies and procedures as well as handling employment disputes when they arise.

  • Property & Construction

    Property & Construction

    Property is the key most wealth in Australia.  Whether you are buying, selling, leasing or developing property, you need a lawyer you can count on.

    We can advise on the whole property development process from obtaining finance to development approvals, construction and sale or leasing.

    We also act for the Master Builders Victoria and have extensive expertise in construction contracts and disputes.

  • Family Law

    Family Law

    At Taurus Legal Management we understand the unique challenges clients encounter during family disputes, especially when children are involved. Our family lawyers specialise in handling high-asset cases with a focus on protecting clients wealth, securing their family’s future, and safeguarding the best interests of their children.


What You Need to Know About Selling Your Business

Most business owners hope to sell their businesses one day. Knowing the basics of business sales will help you maximise the sale price of your business when the day comes.

Selling a business will usually involve a sale of shares or a sale of assets. This article explains the pros and cons of both of these transactions and the importance of due diligence.

Share Sale

In a sale of shares, any stake in the business may be sold, from a minority shareholding to a majority or controlling interest. The transfer involves greater risk as the liabilities, as well as the assets, are being transferred.

A share sale will typically create a smoother transition for the company and the purchaser as all of the contracts with suppliers, customers and employees remain the same. As the purchaser is taking ownership of every aspect of the business, risks usually revolve around unknown liabilities of the business, such as tax liabilities.

From a seller’s perspective, a share sale can be advantageous as the liabilities of the business can be re-assigned to the purchaser. This allows the seller to make a clean and immediate break from the business.

Asset Sale

In an asset sale, the purchaser will buy the assets of the business and the seller will retain the company structure and any liabilities not assigned in the agreement. Depending on the type of business, assets can include plant and equipment, property, inventory, the company name, intellectual property and the goodwill of the business.

From the purchaser’s perspective, the purchase of a business’ assets will be fairly straight-forward and of low risk. This is because the purchaser is solely purchasing the assets of the business, rather than the legal entity itself which could have other contingent liabilities, including contract or employee disputes.

However, the risk for the purchaser is potentially having to re-negotiate supplier and employee contracts.

On the other hand, a sale of assets can be advantageous for the seller as they will be able to choose which assets they wish to sell and which assets they wish to retain. Legal advice should always be sought to understand when GST or stamp duty apply to the sale.

Due Diligence

Before a share sale agreement or asset sale agreement is executed, the purchaser should ensure that they have undertaken thorough due diligence. This means looking into some of the following details of the business:

  • finances including tax returns, income statements and balance sheets;
  • assets and liabilities including stock;
  • operations including cost price of goods, sales data, any applicable lease and a list of equipment and fixtures;
  • employee agreements and records of employment;
  • legal matters including any contracts, business loans, franchise agreements and trademarks.
  • Given the importance of the due diligence process, it is recommended that the purchaser seek legal advice in understanding any documents made available during this process.

A certified Business Lawyer can help.

At Taurus Legal Management, we specialise in providing our clients with share sale and asset sale agreements specifically tailored to each client’s needs. If you are thinking of selling or purchasing a business and require advice, please contact Alex Martin on 9481 2000 or alex@tauruslawyers.com.au.

Posted by Taurus Legal Management