Commercial entities face several legal challenges as they move through various cycles. Whether your venture is new or established, restructuring, or merely trying to survive, entrusting a team of professionals is essential to remain viable and maximise opportunities.
Sale and purchase of business
Professional advice is always prudent if you are looking to buy or sell a business, shares, or a company.
When transferring ownership, there may be a number of agreements that need to be considered in addition to the contract for sale. For instance, if a business operates from a rental premises, it may be necessary to review and transfer an existing lease agreement. There will likely be business names and intellectual property involved and, if the business has been active on social media, it might be necessary to arrange the transfer of those accounts. Our lawyers are experienced in drafting and advising on sale agreements to ensure that any transaction goes smoothly, and your interests are protected.
When commencing a new venture or buying a business, it is important to operate through the most effective legal structure. The entity you choose will depend on your personal and financial circumstances, the size and type of business, the regulatory environment within which the business operates, and future growth objectives.
Common business structures include sole proprietorships, partnerships, trusts and incorporated companies. Each have their pros and cons and vary in their complexity, reporting requirements, treatment of income tax and level of asset and personal protection for the owners.
Start-ups – structure and development at the IPO stage
As your business starts, develops, or the market for your products or services evolves, you may need to source funding to ensure it is positioned to take advantage of opportunities, achieve growth, or sustain longevity.
There are numerous steps involved in preparing your start-up for an initial public offering to raise capital. If you want to make the most of the opportunity and give your start-up its best chance of success, getting the right legal advice is vital. Fundraising by offering shares is highly regulated and most offerings will require comprehensive disclosure documentation. We can help you prepare for listing by designing your due diligence process, verifying your prospectus, and advising on pre-listing restructuring and board composition. We can also assist with negotiating your material contracts or co-ordinating with the ASX and lodging documents with the Australian Securities and Investments Commission.
Joint venture and supply agreements
Joint ventures are often used when collaborating with other parties on a short-term project or working with suitable venturers in a long-term project. If a joint venture is the right vehicle for your new endeavour, setting out your agreement, roles and responsibilities in a carefully drawn bespoke document can provide essential clarity between the parties and avoid headaches and costly disputes down the track.
Similarly, if your business relies on the supply of goods from others, or you are in the business of supplying goods to other businesses, a well drafted agreement is essential. Ensuring that you have a properly drafted agreement provides the parties with certainty and assurance and minimises the potential for disagreements and legal disputes.
Where a person or company holds a form of property or rights on behalf of and for the benefit of another, that person is holding the property ‘on trust’. The effect of a trust is the separation of the beneficial, from the legal ownership of property.
Establishing a trust can help to ensure that property is preserved for certain individuals and provides flexibility in distributing property and income. There can also be taxation advantages provided the trust is properly established and effectively managed. We offer expert advice on the creation, management, and compliance requirements for all types of trusts.
Corporate governance and advisory
Whether you are a sole director/shareholder, or the head of a multinational, good corporate governance is essential to operate effectively in a regulated environment. Corporate governance refers to the direction and control of an entity through a set of rules, practices, and processes. It balances the interests of a company’s internal and external stakeholders and requires an understanding of the regulations, controls and policies impacting corporate behaviour, and the role and function of a board of directors.
We can assist with:
- compliance and regulation under the Corporations Act 2001
- appointment and removal of directors and executives
- interpretation of the company constitution
- annual reports and directors’ reports
- directors’ duties / conflict of interest issues / shareholder disputes
Whether due to crisis or opportunity, a company restructure may be imminent. You may be looking to raise equity, change ownership arrangements, or refinance your business. The restructure of an organisation triggers a range of considerations, for example, the transfer, termination, or possible redundancy of employees. It is important to flag and effectively deal with these matters.
We provide strategic advice to help owners and executives navigate complex and sensitive commercial issues to achieve focused outcomes. We can assist with:
- general advice, business structures, trusts and asset protection
- sale and purchase of business, shares, companies
- corporate governance and regulatory matters
- joint venture and supply agreements
- reviewing, negotiating, and preparing commercial and business contracts
- corporate restructures, mergers, and acquisitions
- commercial dispute resolution and litigation