Tax Risks and Opportunities: From Sale Structures to ESS

Beware of the tax risks and the prosecutions that can occur. From structuring business sales and share sales to navigating employee share schemes, this session delivers you critical tax insights. Explore the the tax implications for shares and business sales, the concerns and risks in employee share schemes and unpack recent tax case law every lawyer needs to know—covering key decisions and interpretation statements on employment definitions, ACC backdating, and criminal prosecutions.

Monday, 9 March 2026

Early Bird Discount ends 19 Dec 2025
2.00pm to 3.00pm Tax Implications of Share and Business Sale

 

  • Share sale versus asset sale- pros and cons from a tax perspective
  • Special consideration including locked box; W&I insurance; tax losses; exit from tax groups and more
  • How to manage legal risk through transaction documents

Presented by Chris Harker, Partner, Mayne Wetherell, and Shivali Ben, Solicitor, Mayne Wetherell

3.00pm to 4.00pm Employee Share Schemes

 

  • Recent developments to employee share schemes
  • Application to contractors and non-executive directors’ ESS participation
  • Employer of record arrangements
  • Spotting ESS issues in transactions and changing practices
  • Post-transaction FIF headaches

Presented by Phillip Chrisp, Senior Associate, MinterEllisonRuddWatts, and Steven Liu, Senior Associate, MinterEllisonRuddWatts

Description

Attend and earn 3 CPD hours

Chair:

James Coleman, Barrister, Capital Chambers 

4.00pm to 4.15pm Afternoon Break
Learning Objectives:
  • Understand Tax Implications of Share and Business Sale
  • Navigate Employee Share Schemes
  • Be across the Recent Tax Cases on who is an employee and backdated ACCC payments
4.15pm to 5.15pm Recent Tax Case Law that all Commercial Lawyers Need

 

  • A survey of some recent cases with tax significance including a technical decision summary and interpretation statements
    • Who is an “employee”?
    • Backdated ACC payments
    • Criminal prosecutions
  • Civil Procedure reforms

Presented by David McLay, Barrister, Barristers.Comm

Presenters

James Coleman, Barrister, Capital Chambers
James is a specialist tax barrister practicing in Wellington. He has over 20 year experience in tax litigation and has appeared many times in the Privy Council, Supreme Court and Court of Appeal. He is the author of tax avoidance law in New Zealand and teaches a unit at the University of Auckland taxation master's programme.

Chris Harker, Partner, Mayne Wetherell
Chris advises on tax law. He has advised on a number of significant transactions including mergers and acquisitions, restructures, Public Private Partnerships (PPPs), and financing arrangements. He has also acted for clients seeking binding rulings from Inland Revenue in respect of prospective transactions, and represented clients in respect of Inland Revenue investigations and disputes.

Shivali Ben, Solicitor, Mayne Wetherell
Shivali advises on tax law. She has acted on a range of transactions, including mergers and acquisitions, restructures and financing arrangements. Shivali also has an interest in law reform, and has been closely involved in submitting on a range of Inland Revenue legislative reforms and remedial amendments.

Phillip Chrisp, Senior Associate, MinterEllisonRuddWatts
Phillip is a tax law specialist with broad experience advising on New Zealand tax matters. Phillip has a particular focus on corporate taxation, regularly advising on the tax aspects of business and property transactions. He has four years’ Big Four experience in transfer pricing and has a particular interest in advising clients on structuring, international taxation and financing. He also routinely assists businesses with tax controversies and disputes and obtaining rulings. He also advises on commercial contracts, employment taxation, regulatory tax compliance (including FATCA/CRS) and GST. Phillip’s key clients include a number of New Zealand listed clients and leading businesses, large multinational enterprises, private equity and managed funds, warranty and indemnity insurers, and high net worth individuals. Phillip’s approach is to provide clear, thoughtful and client-focused advice. His ability to put himself in the shoes of clients to understand their objectives and to identify key risks and value drivers to reach commercial outcomes, leads to Phillip establishing enduring relationships with clients and becoming a trusted adviser.

Steven Liu, Senior Associate, MinterEllisonRuddWatts
Steven is a tax specialist with broad experience advising on New Zealand tax matters, with a particular focus on cross-border tax issues. He regularly advises on the tax aspects of cross-border investment, both inbound and outbound. Prior to joining MinterEllisonRuddWatts, he worked in international tax specialist group in a Big Four firm in New Zealand and later in Canada. He works with a broad range of clients, including large New Zealand corporates, multinationals, financial institutions, start-ups, high net worth individuals and not-for-profit organisations. He advises on all aspects of projects, including structuring, rulings applications, documentation and disputes. Steven takes a keen interest in understanding the client’s business. He is proficient at drawing out actionable steps from complexity and uncertainty, and distilling tax concepts to make them easy to understand. He is focussed on delivering commercial outcomes to his clients on their tax matters so that they spend more of their energy focussing on what they do best.

David McLay, Barrister, Barristers.Comm
David McLay has practised law for over 40 years, initially as a tax solicitor/partner in Bell Gully and then as a barrister since 2003. He specialises in tax, trust and charity law - he is what the London Bar calls a "Chancery Barrister". Although a lot of his career has involved transactional and advisory work, he has appeared in all the New Zealand courts other than the Supreme Court. He also has made a significant number of Select Committee appearances, and advised on two Private Bills enacted in 2023. He is a former Chair of the Rewrite Advisory Panel.

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Tax Risks and Opportunities: From Sale Structures to ESS

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Single Session
Monday, 9 March 2026
2.00pm to 5.15pm New Zealand
CPD Hours 3
$345.00
USE EB26230 Promotional Code at the Checkout | $241.50
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