Business & Commercial Law

We provide strategic, commercial advice to a number of national and local businesses. We can assist with:

• General business advice, business structures, trusts and asset protection
• Sale and purchase of business, shares, companies
• Corporate governance and regulatory matters
• Reviewing, negotiating, and preparing commercial and business contracts
• Commercial dispute resolution and litigation
• Purchase and sale of business and all other assets
• Commercial, retail and residential leases
• Subletting of premises
• Subdivisions
• Drafting covenants and easements
• Caveats
• Commercial agreements including joint ventures and partnerships
• Trust deeds including discretionary, unit and hybrid trusts
• Stamp duty advice
• Adverse possession claims
• Land titles act transactions

Buying or Selling a Business

Buying or selling a business requires careful planning to ensure that the terms negotiated are documented in a written agreement. Each party should be legally represented and, in many cases, seek additional advice from a financial advisor or accountant. We can work as a team of professionals to help structure the transaction to provide an optimum outcome and protect your interests.

Some considerations when buying and selling a business may include:

• The structure and apportionment of the purchase price, taking into account goodwill, stock, plant, equipment, and inventory.
• Goods and Services Tax (GST) and other taxes such as Capital Gains Tax (CGT).
• The suitability of and transfer arrangements for ancillary agreements such as commercial leases and service contracts.
• Intellectual property such as business names, trademarks, and domain names and provisions for transferring these assets to the new owner.
• Employment arrangements for existing employees, transfers, offers, redundancies, and calculation of leave and other entitlements.
• Restraint of trade and confidentiality provisions.
• Agreed training periods, representations, and warranties.

Starting or Restructuring a Business

Most Australian businesses are structured as either sole traders, partnerships, corporations, or trusts. Each of these legal structures has advantages and disadvantages, so it is important to get advice specific to your circumstances and to consider personal liability and tax implications before making your choice.

A business restructure occurs when you need to make significant changes to the financial or operational structure of a business. Companies restructure for various reasons, including in preparation for a sale or merger, to raise equity, to transfer ownership, or due to a change in business goals or because of financial distress.  Whether due to crisis or opportunity, a company restructure may be imminent and will typically trigger legal, financial, operational, and human resource considerations. It is important to flag and effectively deal with these matters.

Advice for Company Directors

Companies are a popular choice for operating small to medium-sized businesses. When a company is registered, one or more directors are appointed to conduct its affairs. While there are exceptions, usually company directors are not personally liable for the company’s debts. Directors, however, have several responsibilities including a duty to run the company with care and skill, avoid conflicts of interest and prevent insolvent trading.

In a competitive market, directors can face financial and other challenges that may put them at risk of breaching their duties. If you are uncertain about your position as a director, or your company is facing cashflow problems, it is important to seek professional advice quickly so options may be explored to mitigate risk and minimise personal liability.

Business and Commercial Contracts

As your business grows, various negotiations and transactions will take place that may need to be documented in legally binding agreements. These might include contracts for the provision of goods and services, terms of trade, employment contracts, and distribution agreements.

We can draft, or review and negotiate your commercial contracts to flag issues and add provisions to help protect your interests.

If you need assistance, contact [email protected] or call 03 6331 5627.