Business Lawyers for Australian Businesses

Choosing the right legal structure is an important step when establishing, acquiring or expanding a business.

We advise on:

• company structures;
• partnerships;
• joint ventures;
• trusts and corporate trustees;
• group structures;
• special-purpose entities;
• ownership and control arrangements;
• allocation of liability;
• business registrations;
• establishment documents; and
• restructuring existing operations.

We work with clients and, where appropriate, their accountants and tax advisers to ensure the proposed structure reflects the business’s commercial objectives.r party and advise on provisions that may create legal, financial or operational risks.

A company should be supported by clear governance arrangements, accurate corporate records and properly documented decisions.

We assist with:

• company establishment;
• company constitutions;
• replaceable rules;
• corporate registers;
• director and shareholder resolutions;
• meeting minutes;
• share issue documentation;
• consent to act documents;
• corporate authorities;
• governance procedures; and
• amendments to existing company arrangements.

Clear corporate documentation can reduce uncertainty, establish decision-making authority and demonstrate that important company decisions were properly approved.

A shareholder agreement records the rights, obligations and expectations of a company’s owners.

We prepare and review shareholder agreements addressing:

• ownership and voting rights;
• appointment and removal of directors;
• management responsibilities;
• reserved matters;
• funding obligations;
• dividend policies;
• transfer of shares;
• pre-emptive rights;
• entry of new shareholders;
• confidentiality obligations;
• restraints of trade;
• deadlock procedures;
• dispute resolution;
• compulsory transfer events;
• shareholder exits; and
• the sale of the business.

Putting a clear agreement in place while relationships are positive can help prevent uncertainty and costly disputes later.ly and commercially sensible resolution. Where formal proceedings are necessary, we help the business assess its position and pursue an appropriate strategy.

Businesses may collaborate through partnerships, incorporated joint ventures or contractual joint ventures.

We prepare and advise on agreements dealing with:

• each party’s contributions;
• ownership of assets;
• decision-making authority;
• allocation of profits and losses;
• management responsibilities;
• performance obligations;
• intellectual property;
• confidentiality;
• funding requirements;
• liability and indemnities;
• admission of new participants;
• withdrawal or termination;
• deadlock procedures; and
• dispute resolution.

The agreement should clearly define the scope of the relationship and provide a process for managing foreseeable risks.

Effective corporate governance supports accountability, informed decision-making and responsible business management.

Our corporate lawyers advise companies, directors and management teams on:

• governance frameworks;
• board procedures;
• delegations of authority;
• appointment and removal of directors;
• conflicts of interest;
• related-party transactions;
• board and shareholder approvals;
• corporate policies;
• meeting procedures;
• corporate record-keeping;
• decision-making processes; and
• governance disputes.

We help organisations implement governance arrangements suited to their size, ownership structure and operations.

Directors and officers have significant statutory and general law obligations.

We advise on matters involving:

• duties of care and diligence;
• acting in good faith and for a proper purpose;
• misuse of position or information;
• actual and potential conflicts of interest;
• insolvent trading risks;
• reliance on professional advice;
• delegation of responsibilities;
• board decision-making;
• access to company information;
• director liability; and
• disputes concerning directors’ conduct.

Obtaining advice before making a significant or contested decision can help directors identify and manage both personal and corporate risk.ercially focused, with careful consideration given to the strength of the claim, the likely costs, the prospects of recovery and the broader impact of litigation on the business.

Buying or selling a business requires careful assessment of the proposed transaction, the assets and liabilities being transferred and the obligations that will continue after completion.

We assist buyers and sellers with:

• business sale agreements;
• share sale agreements;
• asset sale agreements;
• transaction structures;
• heads of agreement;
• confidentiality agreements;
• legal due diligence;
• warranties and indemnities;
• purchase-price adjustments;
• conditions precedent;
• restraints of trade;
• employee transfer issues;
• assignment of contracts and leases;
• completion arrangements; and
• post-completion obligations.

We help clients understand the transaction documents, identify material risks and negotiate terms that reflect the agreed commercial outcome.ents, the debtor’s position and whether recovery is commercially proportionate.

Legal due diligence helps a purchaser, investor or incoming shareholder understand the legal position of a business before committing to a transaction.

Our review may consider:

• ownership of business assets;
• material contracts;
• customer and supplier arrangements;
• corporate records;
• share ownership;
• intellectual property;
• licences and approvals;
• employment arrangements;
• existing or threatened disputes;
• financing and security interests;
• property and leasing arrangements;
• warranties and liabilities; and
• regulatory compliance.

We identify material issues and explain how they may affect the proposed transaction, purchase price or contractual protections required.s implemented can reduce uncertainty and help avoid future disputes.

A business may require restructuring as it grows, takes on investment, changes ownership or responds to operational and financial pressures.

We advise on:

• changes to corporate structures;
• internal business reorganisations;
• transfers of assets;
• changes in ownership;
• entry or exit of shareholders;
• creation of holding companies;
• separation of business divisions;
• succession arrangements;
• amendments to governance documents; and
• documentation required to implement the restructure.

Restructuring should be planned carefully and coordinated with the business’s accounting and taxation advice.

Where parties agree to resolve a dispute, the settlement should be documented carefully.

We prepare and review settlement documents addressing matters such as:

• settlement payments;
• release of claims;
• confidentiality;
• non-disparagement;
• withdrawal or discontinuance of proceedings;
• return of property;
• ongoing obligations;
• payment dates;
• default provisions; and
• tax or costs considerations.

A properly drafted agreement can provide certainty and help prevent the dispute from resurfacing.

Changes in company ownership should be properly authorised, documented and reflected in the company’s records.

We assist with:

• issuing new shares;
• transferring existing shares;
• different classes of shares;
• shareholder subscription agreements;
• capital raising documentation;
• pre-emptive rights;
• accession deeds;
• amendments to shareholder agreements;
• director and shareholder approvals;
• compulsory transfers; and
• updating corporate registers.

We help ensure that the transaction is consistent with the company’s constitution, shareholder agreement and applicable corporate requirements.

Business succession requires more than deciding who will take over the organisation.

We advise on legal arrangements involving:

• ownership succession;
• management succession;
• transfer of shares;
• staged business sales;
• management buyouts;
• family-business transitions;
• shareholder exits;
• key-person risks;
• buy-sell arrangements;
• valuation mechanisms;
• funding obligations; and
• continuity of governance and decision-making.

Early planning can provide greater control over the transition and reduce the risk of disputes between owners, family members or other stakeholders.

Disputes between shareholders or directors can affect decision-making, business operations and the value of the organisation.

We advise on disputes involving:

• management and control of the company;
• alleged breaches of shareholder agreements;
• exclusion from decision-making;
• access to company records;
• misuse of company funds or assets;
• director conduct;
• conflicts of interest;
• share transfers;
• dividend disputes;
• deadlocks;
• minority shareholder concerns;
• oppressive conduct allegations; and
• proposed exits or buyouts.

Where possible, we focus on resolving the dispute without unnecessary disruption to the business. Where formal proceedings are required, we work with our commercial litigation practice to protect the client’s position.