Commercial & Business Law
If you are in business, it is important to be guided by professionals who understand the legal considerations throughout each phase of your business journey. Whether you are starting a new venture, expanding an established business, or considering retirement, we can help. We provide advice and guidance for a range of commercial and business matters including:
- buying and selling a business, including franchise businesses
- business structures – partnerships, trusts, and corporations
- business succession planning and asset protection
- partnership and joint venture agreements
- commercial and retail leasing
- debt collection and insolvency advice
- directors’ duties and corporate governance
Buying or selling a business
Whether a transaction is large or small, or involves the sale or purchase of assets, shares, or a combination, each party to a business sale or purchase should be independently advised by a lawyer and, in most cases, an accountant.
It is important to ensure that terms and conditions are properly negotiated and documented in a written contract. The contract should detail the parties’ rights and obligations, deal with matters such as stock, goodwill, employees, and GST, and set out processes to manage various contingencies.
The contract and incidental agreements (i.e., lease or service agreements) should be carefully reviewed, with due diligence carried out before entering into a legally binding agreement.
Business structures
There are various legal structures through which a business can be run and it is important to carefully consider the characteristics of each before making a decision. The structure through which your business operates should be chosen with regard to your personal and financial circumstances, the industry in which you operate and your goals and future plans for the business.
Operating as a sole trader or through a partnership may be appropriate for a small enterprise.
A sole proprietorship is the simplest form through which a business can be established and run however you will be legally and financially responsible for all aspects of the business.
A partnership is a simple business structure made up of two or more people. In such cases debts and losses incurred are shared by the partners regardless of which partner ‘incurs’ the relevant liability. Entering into a formal partnership agreement that sets out agreed processes for matters such as termination, retirement, sale of interests, and business succession can help guide the partnership and deal with various events.
A company structure allows for limited liability in relation to the business’s debts. This provides a certain level of protection for the officers and shareholders of the company, protecting your personal assets and providing incentive for investors.
A business can also be established using a trust structure. A trust structure has a number of advantages but is complex and must be properly set up and administered to ensure the benefits outweigh the costs and ongoing fees.
We can help you choose a structure that fits your needs.
Business succession planning
If you are in business, it is important to implement strategies to proactively mitigate risk and protect assets. We can work with you to devise a business succession plan that helps protect your hard-earned assets through trust structures such as discretionary, unit and family trusts.
We can also prepare partnership and shareholder agreements to ensure that the relationship between respective business partners/company members is appropriately managed and incorporates provisions to deal with a range of contingencies.
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 assets; and to place valuable assets out of the direct control of vulnerable individuals.
We can assist with drafting compliant, effective trust deeds and reviewing existing trusts to ensure they comply with financial and trust-related legal requirements.
Shareholder agreements
Shareholder agreements operate like private contracts between the shareholders of a company and set out the rights, obligations and liabilities between the parties. They deal with a range of contingencies that could threaten the ongoing operations of the business if left unresolved. Shareholder agreements include provisions such as alternative dispute resolution clauses, deadlock breakers (where shareholders have intractable differences regarding the management of the business), pre-emptive rights, drag-along, tag-along rights, mandatory sale events, share valuation methods and conflict and non-compete clauses.
Debt collection
There are few things in business that are as irritating as a person or other business who fails to repay their debts. Many businesses are unaware of the correct process to use when pursuing an unpaid debt, and their rights to recover a debt through the court system. Mistakes can be costly and taking the wrong path to recover a debt can mean throwing good money after bad. We can provide you with timely advice and the reassurance that we will make every attempt to secure the debt owed to you. We can also help you to establish terms of trade and to implement systems that minimise the potential of your business incurring bad debts.
We are experienced and insightful business lawyers and have handled many large and complex business transactions for a range of clients.
If you need assistance, contact one of our lawyers at [email protected] or call 08 8762 3600 for a no-obligation discussion and for expert legal advice.