Our client owned shares in and was a director of a successful company. A new
opportunity arose for him. He wanted to sell some of his shares in the company, join
with others to incorporate a new company and buy a business as a going concern.
We helped him:

1. enter into a purchase agreement for the business that contained extensive vendor
   warranties and was conditional upon our client getting finance, being satisfied with
   his due diligence on the business, obtaining the agreement of certain key staff to
   remain with the business upon its transfer, and selling sufficient shares in his
   company to provide equity in the new business;
2. produce the information his bank needed to approve the finance application;
3. with due diligence by building a checklist of matters to be investigated, and
   reviewing contracts including a lease, employment agreements, supply contracts
   and terms of trade;
4. sell shares by drafting a sale agreement with limited vendor warranties, waivers of
   pre-emptive rights, and share transfers, then settling the sale;
5. incorporate the new company, obtain accounting and taxation advice on the extent
   to which it should be capitalised and shareholder loans advanced, draft a
   shareholder agreement, negotiate lease terms in new premises, draft shareholder
   loan and security documents, register the security on the Personal Property
   Securities Register, and have that security held in trust for all shareholding
   lenders.