A successful business sale starts with a carefully negotiated, well-drafted agreement. Whether you act for the buyer or the seller, strengthen your drafting skills, anticipate sticking points and negotiate and draft with greater confidence. Focus on the provisions that matter: warranties and indemnities, disclosure, liability limits, and warranty and indemnity insurance. Explore employment obligations, workforce transitions and key tax considerations to help navigate the transaction. Gain practical insights and strategy to apply to your matters immediately
Julika Wahlmann-Smith, Partner, Hesketh Henry
Attend and earn 4 CPD Hours
- Receive practical guidance on drafting and negotiating warranties and indemnities in the sale agreement
- Consider best practice in relation to employment law challenges in business sales
- Learn about tax considerations when buying or selling a business
- What are we protecting?
- The legal framework
- Designing a restraint that fits the deal
- Making the agreed protection work
- Learnings from recent transactions
Presented by Tayla Johnston, Partner and Jasmin Matthews, Senior Associate, MinterEllisonRuddWatts
- Share sale vs asset sale: income tax and GST considerations
- Dealing with tax in completion statements
- Tax considerations in locked box transactions
- Common tax issues and trends in M&A
Presented by Andrew Priestley, Senior Associate, Simpson Grierson
- Vendor consultation and notification obligations
- Purchaser due diligence and common red flag issues
- Key SPA clauses
- Managing a smooth workforce transition
- Recent developments impacting business sale transactions
Presented by Ronelle Tomkinson, Partner, LangtonHudson; Next Generation Partner by Legal 500 Asia Pacific & Ranked in Employment Law, Chambers Asia-Pacific
- Warranties: purpose, core areas
- Disclosure process
- Limitations on liability
- Indemnities
- Warranties and indemnities insurance
- Top 10 Deal Killers in 2027
Presented by Jason Maddox, Senior Associate, Flacks & Wong
Presenters
Tayla Johnston, Partner, MinterEllisonRuddWattsTayla is a skilled corporate and commercial lawyer with more than eight years of experience.She advises on all aspects of private mergers and acquisitions (M&A), shareholder and subscription agreements, joint venture agreements, constitutions, corporate governance, and commercial contracts. She also has experience advising buyers, sellers, and insurers on warranty and indemnity insurance. Tayla provides commercial law advice to a broad range of clients based both in New Zealand and overseas, including individuals, private companies, SMEs, large corporates, and private equity funds. She regularly acts on deals involving a large number of vendors and is skilled at managing complex transactions. Tayla has significant expertise in the health and aged care sectors, having previously acted for Evolve, Aspire2, Habit, Bupa, and Arena Living and, more recently, acting on the sale of several radiology businesses. Her work in the health and aged care sectors is complemented by her expertise in the retirement village industry and knowledge of retirement village law. Working alongside Liz Rowe, she regularly acts for number of operators, Covenant Trustee Services Limited, and also ASB Bank Limited, advising on registrations, financing, land acquisitions, village sales and compliance matters, as well as disputes. A dedicated, knowledgeable, and personable adviser, Tayla strives to understand her clients, their drivers and their businesses, and to deliver the best outcomes to them. Clients appreciate her friendly nature, diligence, and commercial approach.

Julika Wahlmann-Smith, Partner, Hesketh Henry
Julika is a partner in the Corporate and Commercial Team. She has extensive experience advising clients across a range of industries on mergers and acquisitions, foreign investment and joint ventures. Julika works closely with clients to structure transactions that align with their strategic goals, manage risk, and ensure regulatory compliance. In addition to transaction work, Julika brings specialist knowledge in privacy law, intellectual property and advertising law. Her practical, solutions-focused approach helps clients navigate complex legal frameworks with confidence. She regularly contributes to international publications, including through the Global Advertising Lawyers Alliance, where Julika is the President for the Asia Pacific Region. Julika provides clear, commercially attuned advice to both domestic and international clients. Fluent in German, she is well-equipped to assist German-speaking clients with transactions in New Zealand. She is recognised by The Legal500 Asia Pacific Directory as a Next Generation Partner in the Corporate and M&A practice area.

Jason Maddox, Senior Associate, Flacks & Wong Corporate Lawyers
Jason is a New Zealand-qualified lawyer with over 15 years’ experience, specialising in corporate and commercial law. Jason has expertise in all matters corporate with significant experience in public takeovers and schemes of arrangement, private mergers and acquisitions, governance matters and equity capital markets transactions (ranging from start-ups to NZX-listed issuers). Jason regularly manages competing workstreams to achieve transaction milestones and advises boards and senior management on transactional and day to day matters. Jason’s experience includes advising on a range of legal matters such as corporate compliance, shareholding, property, finance, financial services, foreign investment and aircraft acquisition matters.
Andrew Priestley, Senior Associate, Simpson Grierson
Andrew is an experienced tax lawyer who advises on all aspects of New Zealand domestic and international tax law. Andrew has experience advising clients on a wide range of tax matters, including in relation to mergers and acquisitions, restructures, financing, joint ventures, property taxation, cross-border employment and employee share schemes. Andrew also regularly assists clients with tax rulings and disputes.
Ronelle Tomkinson, Partner, Langton Hudson
Ronelle is a partner at LangtonHudson Lawyers, a niche employment law and litigation firm based in Auckland. LangtonHudson is internationally recognised for its strong merger and acquisition practice, in which they advise on employment law issues arising in corporate transactions and transfer of employee matters. Ronelle leads the firm’s merger and acquisition practice. She is instructed by other law firms, and corporate clients directly, to advise on the employment law aspects of corporate transactions, ranging from small discrete sales through to large complex and high-profile transactions. Prior to joining LangtonHudson, Ronelle worked at a full service law firm, in the areas of employment, litigation and tax. LangtonHudson and Ronelle are both consistently recognised as leaders in employment law in New Zealand by international directories Legal 500 Asia Pacific and Chambers & Partners.
Jasmin Matthews, Senior Associate, MinterEllisonRuddWatts
Jasmin is an experienced corporate lawyer who specialises in private mergers and acquisitions (M&A), overseas investment, private equity, and corporate advisory. Jasmin has worked on a broad range of M&A transactions across a variety of sectors including FMCG, financial services and fund management, e-commerce, technology and media and manufacturing. She has expertise across the full life cycle of a transaction and her solutions-focused and collaborative approach means she quickly develops close working relationships with clients to facilitate successful deals.