Our Core Services: Tailored Agreements and Strategies
We handle all aspects of commercial and corporate succession, from drafting to implementation. Our proactive collaboration means we loop in your accountants early for tax modelling, financial advisors for investment alignment, and insurance experts for coverage gaps ensuring no silos and faster outcomes. Below, we breakdown key areas with summaries, expansions, practical guides, and insights:
1. Partnership Agreements
Brief Summary: A binding contract outlining partners’ rights, responsibilities, and exit protocols to ensure smooth transitions in partnerships (and certainly a lot better than relying on the Partnership Act 1895 (WA), from two centuries ago!) . Partnership agreements govern profit-sharing, decision-making, dispute resolution, and what happens on retirement, death, or dissolution. They often include non-compete clauses and valuation formulas to avoid court battles. We collaborate with your accountant to embed tax-efficient clauses and with insurance advisors for funded exits. Insights: Without one, 90% of plans fail due to undocumented terms, leading to disputes and CGT pitfalls. We emphasise involving insurers early to cover buy-outs, our collaborative model accelerates this by 30%.
2. Unit Holder Agreements for Unit Trusts
Brief Summary: Protects unit holders in trust structures by defining transfer rules, voting rights, and succession triggers. Ideal for real property or investment-heavy businesses, these agreements prevent unwanted third-party involvement (e.g., via spouse and or inheritance issues) and include drag-along/tag-along rights for sales. We work with your accountants for trust and tax implications to align with goals. Insights: These are crucial for multi-jurisdictional assets, reducing risks in 70% of family office transitions. Common pitfall: Overlooking superannuation links for tax-deductible funding—our proactive huddles catch this early.
3. Shareholder Agreements (for Companies)
Brief Summary: A foundational agreement for companies, their shareholders and directors. covering governance, share transfers, and exit strategies. Addresses director appointments, dividend policies, and pre-emptive rights. Essential for SMEs to prevent minority shareholder squeezes or hostile takeovers. Collaboration with your accounting advisor ensures governance supports long-term growth. Insights: Well-drafted shareholders agreements preserve 20-30% more business value by avoiding disputes and/or litigation. I
4. Insurance-Funded Buy-Sell Agreements
Brief Summary: Agreements triggered by events like death or disability, funded by life insurance to enable surviving owners to buy out the exiting party’s interest. Includes ‘put/call’ options for flexibility. Policies can be self-owned, cross-owned, or trust-held, with CGT exemptions for death benefits under Australian tax law. We proactively engage your insurance advisor to optimise coverage and accountants for tax deductibility. Insights: 90% of informal plans lead to disputes; insurance funding resolves this in under 6 months. We stress hybrid funding for cost efficiency—collaboration cuts premiums by aligning needs precisely.
5. Buy-Back and Selective Capital
Reduction Agreements
Brief Summary: Mechanisms for companies to repurchase shares from exiting owners, reducing capital while returning value tax-efficiently. Buy-backs use company funds; selective reductions target specific shareholders, often ‘CGT-event friendly’ if structured as dividends. Your accountant joins us to model tax outcomes proactively. Insights: Studies show these save up to 15% in taxes vs. outright sales yet require board minutes to prove legitimacy—our joint reviews ensure airtight documentation.
6. Vendor Financing Arrangements
Brief Summary: Seller provides loans to buyers for partial payment, securing the deal while deferring tax for the vendor, now expanded to cover broader financing scenarios in succession. Includes interest terms, securities (e.g., over shares or assets), and default clauses. Common in M&A and buy-outs for bridging valuation gaps; can involve company guarantees or loans, triggering financial assistance rules under Corporations Act s260A. Where financing is involved, we ensure compliance via whitewash procedures (detailed below) to avoid breaches. Hybrid models blend vendor loans with bank debt or insurance for balanced risk, we collaborate with your financial advisor for funding stacks and insurance for gap coverage. Insights: Vendor finance can boost deal completion by 40% in family transitions, yet poor drafting risks claw-backs. In succession, it’s ideal for gradual handovers, with 70% of deals involving some seller financing per recent statistics.
7. Managed Buy-Outs (MBOs)
Brief Summary: Internal team (e.g., managers, key employees ) buys the business or entity from the owners, often with external funding, for a controlled handover. Involves due diligence, valuation, and financing (debt/equity). Suited for owner-retirements where culture preservation is key; financing may include vendor loans or company assistance, requiring ‘financial whitewash’ for compliance (see further below). We work with your relevant advisors to source appropriate debt and insurance for key-person protections. Insights: MBOs retain 80% of institutional knowledge, but need strong warranties to protect sellers—our multi-advisor model strengthens these.
8. Option Agreements (Buy-Sell/Put-Call Options)
Brief Summary: Contracts granting the conditional, contractual right (but not obligation) to buy or sell business or equity interests upon certain triggers (e.g. agreed dates, events, vales or thresholds etc), ensuring flexible transitions in succession. These critical, written agreements a core part of buy-sell frameworks; including call options (survivors force a sale) and put options (exiting party forces a buy). Integrated with valuation and, often, vendor finance and/or insurance funding; essential for avoiding deadlocks in partnerships, unit trusts or companies. Your insurance advisor helps arrange appropriate coverage and funding. Insights: Options reduce litigation risks by 60%, as they provide clear paths without mandates; consider hybrid funding setups for complex family businesses.
9. ‘Whitewash Assistance’ for Financial Arrangements
Brief Summary: Legal process under Corporations Act s260B to obtain shareholder approval for company financial assistance (e.g., loans/guarantees) in share acquisitions, ensuring compliant funding in succession. Expansion: Prevents breaches of s260A, which prohibits companies aiding share purchases if it prejudices creditors. Crucial where financing involves company resources, like guaranteeing a buy-out loan. Includes solvency checks; applies to non-listed firms. We involve your accountant for solvency modelling and financial advisor/financiers for overall deal viability. Plain English Breakdown:
- What It Is: A “whitewash” is like getting a hall pass from shareholders to let the company help fund a share buy/sell (e.g., via a loan), as long as the company stays solvent and it’s fair to everyone.
- When Needed: In succession buy-outs with financing—e.g., company lends to buyer or secures a vendor loan over assets.
- Key Elements: Board resolution, solvency statement (company can pay debts), shareholder vote (75% approval if needed), and ASIC notice (14 days post-approval).
- Practical Example with Security for Finance: Imagine a family business where Dad sells his 50% shares to Son via a managed buy-out. Vendor financing covers 30% ($300K loan from Dad), but the company guarantees it and provides security over its factory (a charge). Without whitewash:
- Breach risk: Company aiding the acquisition prejudices other creditors. With whitewash (and advisor collaboration):
- Step 1: Board resolves to assist (loan guarantee + security), confirming solvency (debts covered post-deal)—your accountant runs the numbers.
- Step 2: Directors sign solvency declaration; prepare explanatory statement for shareholders on risks/benefits, with financial advisor input on funding alternatives.
- Step 3: Shareholders approve (unanimous or special resolution); lodge with ASIC within 14 days, insurance advisor flags any coverage needs.
- Outcome: Deal closes compliantly; security protects the loan if Son defaults, but only after proving no creditor harm.
- Timeline: avoids deal delays seen in 30% of un-whitewashed transactions.
Insights: Whitewash Assistance streamlines 80% of financed successions, yet skipping it delays settlements by months. Always pair with securities registration for robust protection – our proactive teams ensure seamless integration.
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