Advanced Contracts Workshop:

Transcription

1 Advanced Contracts Workshop: Sale of Business Sale of Business Assets Sale of Shares Shareholder Agreements Not every contract is the same. When deciding to sell or purchase an asset, various options are available to the transacting parties. Join CCASA for a refresher workshop which will be presented by subject matter experts from Bowmans. The content of the workshop will cover the options available to the transacting parties when selling or purchasing an asset; the benefits and risks in relation to these choices and the specific clauses that will have to be housed under the respective agreements, such as due diligence clauses, warranty clauses, competition clauses, Section 197 provisions and suspensive conditions. DETAILS OF WORKSHOP DATE: June 2018 VENUE: TIME: COST: Amounts quoted are per person and exclude VAT Bowmans, 11 Alice Lane, Sandton, Johannesburg 20 June: 08:30 for 09:00 15:00 21 June: 08:30 for 09:00 12:30 CCASA Members: R3, Non CCASA Members: R5, CLOSING DATE FOR REGISTRATIONS: 15 June 2018

2 Outline: Wednesday, 20 June 2018 Corporate Commercial Session 1 (09:00 12:00) Theory and Drafting of Sale of Shares and Sale of Business Agreements: General principles; Benefits and risks of each; Drafting tips and techniques; Commercial discussion about key risks and red flags. Lunch (12:00 12:45) Session 2 (12:45 15:00) General principles relating to MOIs, the Companies Act and Shareholders Agreements, and how they all work together; Key theory and drafting issues; Commercial discussion about key risks and red flags. Thursday, 21 June 2018 Competition & Employment Session 1 (09:00 11:00) Relevant clauses from a competition law perspective: Warranties and indemnities; Merger notification process; Clauses which may trigger an acquisition of control. Implementation planning: What is permitted? How should this be approached? Planning for extraction of efficiencies; Consideration of possible redundancies. Interim period undertakings / Transitional provisions: How can these be included without contravening the prohibition on pre-implementation? Session 2 (11:15 12:30) Restraint of trade from an employment perspective; Section 197 of the Labour Relations Act 66 of 1995 ( LRA ).

3 ABOUT THE PRESENTERS Charles Young (Partner and Head of the Mining Sector Group) Charles specialises in mergers and acquisitions, capital markets transactions and general corporate and commercial law and has significant experience in domestic and cross-border mergers and acquisitions, governed by both English and South African law, across the African continent, including in South Africa, Zimbabwe, Botswana, Ghana, Liberia, Burkina Faso, Mali and Kenya. His clients include local and international mining houses, telecommunications, banking and insurance institutions, energy and resources companies and hospitality and gaming concerns. Tholinhlanhla Gcabashe (Partner, Corporate/M&A) Tholi specialises in domestic and cross-border private mergers and acquisitions and general corporate and commercial matters, and has also been part of many high-profile M&A transactions in South Africa s telecommunications, insurance, investment and property industries. Lance Fleiser (Partner, Corporate/M&A) Lance specialises in share and asset/business acquisitions and disposals, black economic empowerment transactions, shareholder and joint venture arrangements, listings of companies on the JSE, the structuring and implementation of takeover bids of public companies, JSE and Takeover Panel requirements, the establishment of employee share-incentive schemes and the raising of preference share and debt funding (including acquisition and working capital financing facilities). Judd Lurie (Partner, Competition) Judd specialises in all aspects of competition law including mergers (in South Africa as well as in various African jurisdictions, including COMESA), prohibited practices (horizontal, vertical and abuse of dominance), leniency applications, complaints and compliance reviews and training. He regularly advises on high-profile matters across Africa, many with multijurisdictional impact. Judd has authored articles for a variety of local and international publications and regularly presents at competition law conferences. Talita Laubscher (Partner, Employment and Benefits) Talita specialises in all aspects of employment law, including the employment consequences of commercial transactions, dismissals and the drafting of employment contracts, policies and procedures. She is particularly interested in discrimination law and has published extensively in this field. In addition to employment law, Talita advises on data protection matters. Talita is a member of the South African Association for Labour Law (SASLAW) and serves on its National Committee.

4 IMPORTANT NOTES Level of presentation The presentation will be pitched at a medium level. Who should attend? Corporate Legal Support Practitioners: Highly recommended Corporate Legal Counsel: Highly recommended Corporate Senior Legal Counsel: Refresher only Corporate General Counsel: Refresher only CPD This course entitles you to claim 8.5 CPD hours. Send your completed registration form to admin@ccasa.co.za before the closing date. For more information, please contact Ronel Lindeque at: info@ccasa.co.za

5 REGISTRATION FORM Advanced Contracts Workshop June 2018 Are you a member of CCASA? YES NO DELEGATE S DETAILS Title: First Name: Surname: Contact Number: Address: Special Dietary Requirements: (if any) INVOICING DETAILS Full Company Name: Company Postal Address: Company Telephone Number: VAT Registration Number: Order Number: Name of person authorizing attendance: Department: Contact Number: Address: Name of person managing the payment process: Department: Contact Number: Address:

6 CCASA WORKSHOPS - TERMS & CONDITIONS: Registration can only be confirmed once CCASA is in receipt of a completed registration form. Confirmation of registration together with the invoice will be ed to each delegate. Should you not have received such confirmation within 2 days of sending your registration form, please contact the CCASA offices. The full fee is payable on presentation of the invoice. The signatories below confirm on behalf of the company that he/she will accept electronic invoices for the purpose of claiming input tax. CCASA reserves the right to refuse admission where evidence of full payment cannot be shown - please fax or proof of payment to the CCASA offices as soon as payment has been made. The fee excludes VAT but includes all tuition, lunches, teaching equipment and course documentation. Delegates are responsible for reserving and paying for their own accommodation and transport costs. In the event of Cancellations: 50% will be refunded if written notice is received 14 days before the event; 25% refunded if written notice is received 7 days before the event. No refund will be paid for cancellations received in writing less than 7 days before the event. In the event of such a cancellation, you are entitled to send a substitute delegate. In this regard, contact CCASA with the changes within 2 days before the event. CCASA reserves the right to change any part of its published programme due to unforeseen circumstances or reasons beyond our control. CCASA assumes no liability for changes in the programme, date, content, speakers and venue. CCASA reserves the rights to cancel any event it deems necessary and will in such an event make a full refund of any registration fee. If for any reason CCASA decides to amend or cancel the event we are not responsible for covering airfares, hotels or other costs incurred by registrants. Personal data: by providing CCASA with your personal details you give CCASA permission to process such data, which processing will be in line with the CCASA Section 18 Informed Consent notice. I / We have read, understand and agree to the terms and conditions: Person authorizing attendance: Signature: Date: Delegate Attending: Signature: Date: Send your registration form and duly signed Terms and Conditions to: Sarah Russell admin@ccasa.co.za Enquiries: Ronel Lindeque info@ccasa.co.za Tel: NO registration form will be accepted unless Terms and Conditions have been signed by the delegate and received by CCASA.