Business & Commercial Law
Whether your business is a start-up, established, or entering a growth phase, or you are planning to buy or sell, it is important to seek professional advice to help reach your goals and manage disruption. Our team is insightful and pragmatic with experience across numerous industry sectors. We offer a range of practical legal solutions for individuals, start-ups and small to medium sized enterprises.
Business Sales & Purchases / Franchises
When buying or selling a business, the buyer and seller need to be on the same page, with all agreed terms documented in a written contract that clearly sets out each parties’ rights and obligations. Incidental agreements that form part of the business operations (commercial leases, supply contracts, etc.) must form part of the contract and be carefully reviewed.
Sale and purchase contracts should be reviewed to ensure the terms are satisfactory and any amendments necessary negotiated to protect your interests. Provisions should be in place to manage contingencies and settle disputes, and a range of due diligence investigations carried out to minimise risk.
If you are looking into a franchise, the franchise agreement and franchisor disclosure documents must be carefully reviewed and explained so you are aware of all issues that could make or break your new venture.
Business Structures
If you are establishing a new business enterprise, or buying an existing business, it is important to operate through the most effective legal structure.
Determining the most appropriate business structure requires consideration of the parties’ personal and financial circumstances, the size and nature of the business, the regulatory environment within which the business operates, and strategies for future growth.
We can help you set up your business soundly and advise on the pros and cons of different business structures, whether that be a sole trader, partnership, joint venture, company, trust or franchise. We liaise with your Accountants to explore the best business structure for you and your business.
Business Contracts
Business contracts such as service and supply agreements, distribution agreements, and licence agreements are fundamental to the operations of an enterprise and set out the legal rights and responsibilities of the parties to a commercial transaction.
Involving a lawyer in preparing or reviewing your business contracts can help keep negotiations on track, ensure that the terms and conditions are suitable for your business, and that compliance and due diligence standards are met.
Corporations Law, Directors’ Duties and Corporate Governance
We can assist with a range of corporate matters such as shareholder agreements and disputes, advice on corporate governance, company registration, regulation, and directors’ duties.
Company directors have an overriding duty to act in the best interests of the organisation they represent and risk significant penalties for breaching these duties. Directors must act honestly, in good faith, and not use their position for personal gain. They are required to exercise care, skill, and diligence.
Directors may be personally liable to third parties if they incur debts while the company is insolvent, or in danger of becoming insolvent. Certain defences may be available to a director who has breached a duty to avoid insolvent trading.
If you are a director of a company facing financial difficulties or a possible conflict, we urge you to seek legal advice. We can assist with:
- potential conflict and disclosure issues;
- insolvent trading and directors’ liability for debts;
- advice regarding safe harbour provisions;
- related party transactions.
Employment Law & Workplace Relations
The relationship between an organisation and its employees impacts its performance, profitability, and reputation. Employers are becoming increasingly responsible for proactively managing a range of real and potential workplace issues. Understanding the laws affecting workplace relations and knowing when to seek guidance to ensure that best practice exists in your organisation is vital.
We can assist with:
- drafting and reviewing employment contracts, terms and conditions
- drafting workplace policies and procedures
- advising on workplace contracts and termination of employment
Debt Recovery
Regular cashflow is essential for any organisation and without it sustaining a viable business is not possible. Chasing unpaid debts is a major time and money waster for business owners and account managers. There are various ways to pursue an unpaid debt, including issuing a letter of demand, the commencement of court proceedings or by serving a statutory demand under the Corporations Act 2001. To avoid throwing good money after bad however, it is important to choose the most cost-effective and appropriate method.
Commercial Disputes & Commercial Litigation
At some stage, your business may be involved in a legal dispute and you will need to consider your options to resolve the matter. Understanding the legal issues involved and your rights is essential to effectively deal with the matter and minimise unnecessary cost and stress.
A commercial dispute can escalate and become protracted if not managed effectively from the outset. Many disputes can be resolved through negotiation and without resorting to expensive court proceedings. This usually results in quicker, more flexible outcomes for the parties involved and can save costs. In most cases, processes such as mediation can help preserve the parties’ relationship which can be beneficial if they have ongoing commercial arrangements.
While we recommend alternative dispute resolution as a first option for most commercial disputes, in some cases negotiation or mediation is unsuccessful or impractical. In such cases, we can assess your matter and advise on the likely prospects of success, and the pros and cons of pursuing the matter in court.
Litigation refers to the commencement of legal proceedings with the aim of resolving a disputed matter with the court’s assistance. The nature and value of these matters can vary significantly and accordingly, different courts (and tribunals) have been established based on the type of dispute and the monetary value of a claim.
We offer business litigation covering a wide range of problems including breach of contract, building and property disputes, debt recovery, partnership disputes and corporations law.
Business Succession Planning / Trust Law
Business succession planning uses strategies to proactively mitigate risk and protect assets. We can work with your business and family to devise a plan that helps protect your hard-earned assets through trust structures such as discretionary, unit and family trusts.
Trusts can be used as a tax minimisation strategy; as a means of providing shared income for family members; to minimise the risk of creditors making a claim against your assets; and to place valuable assets out of the direct control of vulnerable individuals.
Trusts are complex and advice and guidance is important to ensure the trust properly set up is structured to achieve the required objectives. We can assist with drafting compliant, effective trust deeds and reviewing existing trusts to ensure they comply with financial and trust-related legal requirements.
If you need any assistance, contact one of our lawyers at [email protected] or call 07 4992 3600 for expert legal advice.