Commercial Law

Buying or selling assets, a business or a company is a significant transaction, with important legal and commercial considerations.

We assist clients throughout the transaction, from initial negotiations through to drafting, negotiation and completion.

Our services can include:

• Asset + business sales and acquisitions: assisting with the sale and purchase of businesses and business assets [including goodwill, intellectual property and property].
• Share sales + purchases: assisting with the sale and purchase of shares in companies.
• Heads of Agreement or Terms Sheets: preparing and reviewing Heads of Agreement to document the key commercial terms of a proposed transaction.
• Transaction structuring: advising on the appropriate legal structure for a sale or acquisition.
• Contracts: preparing, reviewing, negotiating sale and purchase agreements, including assistance with due diligence, warranties and restraints.
• Completion + settlement: assisting with the completion and implementation of transactions.
• Other transaction matters: assisting with any other legal matters arising in connection with a sale or acquisition.
• Working alongside your accountant and other professional advisers throughout the transaction.

Our expert legal team can assist with rent roll transactions if you are looking at buying or selling a property management or sales portfolio.

This can include:

• Rent roll sales + purchases: assisting with the sale and purchase of residential and commercial rent rolls in any jurisdiction.
• Rent Roll Contracts: We have extensive experience with rent roll agreements, including negotiations, due diligence, notification to landlords and tenants, management documents, Form 6 issues [if Qld], completion and retention.
• Transaction structuring: advising on the appropriate structure for the acquisition or sale of a rent roll, including asset vs share sale structures.
• Retention: advising on contractual provisions relating to client retention, lost managements and adjustments to the purchase price. This includes assisting with submitting retention claims and reviewing evidence.
• Heads of Agreement + Term Sheets: preparing and reviewing preliminary documents setting out the key commercial terms of a proposed transaction.
• Beneficial entitlement arrangements: preparing/reviewing beneficial entitlement deeds and other arrangements.
• Referral arrangements: preparing and reviewing referral agreements and other arrangements between sales and property management divisions, agencies and other referral partners.
• Confidentiality arrangements: preparing Non-Disclosure Agreements and other confidentiality documents for proposed rent roll transactions.
• Other rent roll matters: assisting with any other legal matters relating to the sale, purchase or operation of a rent roll.

Download our e-book for more information on rent rolls.

We help business owners plan for succession to ensure a smooth transition of ownership, management, and control. This may include planning for retirement, transferring a business to the next generation or preparing for unexpected events affecting a business owner or key stakeholder.

Our services include:

• Succession planning: Developing tailored plans for the future ownership, management and control of a business. This can include drafting wills tailored to your circumstances.
• Intergenerational succession: Advising on the transfer of businesses and interests between family members and generations.
• Family business succession: Establishing clear arrangements for ownership, decision-making and future transition.
• Buy-sell arrangements: Documenting when and how a stakeholder’s interest can be transferred or bought out.
• Stakeholder agreements: Preparing agreements that establish how owners and stakeholders work together, make decisions and manage key events affecting their interests.
• Retirement and planned exit: Structuring and documenting an owner’s retirement or planned departure.
• Death and incapacity: Preparing arrangements for the transfer or acquisition of an interest following death or incapacity.
• Ownership and control: Reviewing ownership arrangements to ensure they align with the succession plan.
• Business valuations: Establishing mechanisms for valuing shares, units and other business interests.
• Funding arrangements: Documenting arrangements to fund the transfer or acquisition of business interests.
• Succession agreements: Preparing and reviewing agreements that document succession arrangements and future ownership.
• Business structures: Advising on structures that support the effective transfer and ongoing ownership of a business.
• Estate planning coordination: Coordinating business succession arrangements with estate planning and other personal arrangements.
• Succession implementation: Assisting with the legal steps and documentation required to implement a succession plan.
• Other succession matters: Advising on other legal matters arising from the succession or continuity of a business.

When two or more people go into business together, whether through a company, partnership or unit trust, a well-drafted stakeholder agreement is essential. It establishes how owners work together, make decisions and deal with key events such as death, incapacity, retirement, relationship breakdowns or an owner’s exit from the business.

Without a clear agreement, these situations can lead to costly disputes and uncertainty.

Our services in this area include:

• Shareholder agreements: documenting the rights and obligations of shareholders and establishing arrangements for the ownership, management and operation of companies.
• Unitholder agreements: documenting arrangements between unit holders in relation to the ownership, management and operation of the unit trust.
• Partnership agreements: establishing the rights, responsibilities and obligations of business partners, including arrangements for the management and operation of the partnership.
• Joint venture agreements: preparing and advising on incorporated and unincorporated joint venture arrangements.
• Ownership + control: advising on ownership structures, voting rights, decision-making processes and reserved matters.
• Funding arrangements: documenting and advising on stakeholder contributions, funding obligations, shareholder loans and other financial arrangements.
• Entry + exit arrangements: advising on the admission and exit of stakeholders, including transfers, buy-sell arrangements and pre-emptive rights.
• Deadlock + dispute provisions: preparing mechanisms for resolving disagreements and managing deadlocks between stakeholders.
• Valuation provisions: establishing mechanisms for valuing shares, units or other interests where required.
• Restraints + confidentiality: preparing provisions to protect the business, its assets and confidential information.
• Succession + exit planning: documenting arrangements for events including retirement, death, incapacity and other circumstances affecting a stakeholder’s interest.
• Amendments + variations: reviewing and updating existing stakeholder agreements to reflect changes in ownership, structure or circumstances.

We can assist with all aspects of intellectual property. This can include:

• Protection, registration, licensing and enforcement: assisting with the protection, registration, licensing and enforcement of intellectual property rights.
• Intellectual property applications: preparing and lodging applications for trade marks, patents, logos and other intellectual property.
• Intellectual property agreements: preparing bespoke agreements relating to intellectual property, confidential information, terms and conditions and other related matters.
• Transfer + licensing: assisting with the transfer or licensing of intellectual property rights.
• Non-Disclosure Agreements: preparing Non-Disclosure Agreements and other confidentiality arrangements.
• Other intellectual property matters: assisting with any other matters relating to intellectual property.

We can assist with all aspects of contracts and agreements, including preparing bespoke agreements, reviewing existing contracts and negotiating terms on behalf of our clients. We provide clear, enforceable contracts tailored to your specific needs.

Some services can include:

• Terms + conditions: preparing and reviewing terms and conditions for the sale and supply of goods and services, including customer-facing and online terms.
• Supply agreements: preparing and reviewing agreements governing the supply of goods and services.
• Service agreements: preparing agreements for the provision of professional, consulting and other services.
• Contractor agreements: preparing independent contractor and subcontractor agreements, including provisions relating to services, intellectual property and termination.
• Distribution agreements: preparing and reviewing arrangements for the distribution and sale of products and services.
• Agency + referral agreements: preparing and reviewing agency, referral and commission arrangements.
• Licensing agreements: preparing and reviewing agreements for the licensing and use of intellectual property, products, services and other rights.
• Confidentiality agreements: preparing Non-Disclosure Agreements and other arrangements to protect confidential information.
• Consultancy agreements: preparing and reviewing agreements governing consultancy and professional services arrangements.
• Credit arrangements: preparing and reviewing credit applications, trading terms and other arrangements relating to the provision of credit.
• Commercial arrangements: documenting and advising on bespoke commercial arrangements between businesses, customers, suppliers and other parties.
• Contract reviews + negotiations: reviewing proposed agreements, identifying legal and commercial risks and negotiating amendments to protect our clients’ interests.
• Other contractual matters: assisting with any other matters relating to contracts and agreements.

Our legal team has extensive experience in all types of franchising matters, having acted for franchisors and franchisees throughout Australia.

Whether you’re looking to start a new franchise, transition an existing business into a franchise system or looking to buy a franchise business, our team can help.

Our services in this area include:

• Establishment of new franchise systems: advising on structuring, intellectual property and obligations under the Franchising Code of Conduct, and preparing the legal documents required to establish and operate a franchise, including ancillary documents.
• Franchise sales: assisting franchisors with the sale of franchises and related documentation.
• Franchising Code compliance: assisting franchisors with their obligations under the Franchising Code of Conduct, including the establishment and operation of marketing funds and the annual updating of disclosure documents and the Franchise Disclosure Register.
• Franchise acquisitions: reviewing franchise opportunities and advising prospective franchisees on the acquisition of a franchise.
• Franchise agreements: preparing and reviewing franchise agreements and related documentation for franchisors and franchisees.
• Sale and purchase of franchises: assisting franchisees with the sale and purchase of franchise businesses.
• General franchising matters: advising franchisors and franchisees on their rights and obligations under franchise agreements, the Franchising Code of Conduct and other franchising arrangements.

We have extensive experience in assisting with rural property transactions.

Having acted on the sale of multiple large farming operations, including two sales to multinational organisations for $350 million and $200 million, our team are experts in this area.

Services we provide in this area include:

• Acquisitions and sales of rural properties, farms, stations and agribusinesses
• Business acquisitions + sales, including livestock, plant, equipment and other agricultural assets
• Water rights + entitlements, including transfers, licences and water trading
• Plant breeder’s rights transactions and agreements, which can relate to agricultural businesses, products and operations
• Leasing + agistment, including farm leases, agistment and share farming agreements
• Business structuring, including partnerships, family farming structures and corporate structures
• Succession planning + intergenerational transfers
• Financing + securities, including livestock, crops, water entitlements and rural property

Our team provides practical and business-focused legal support to lenders, borrowers, guarantors and security providers, financial institutions, and private investors across a wide range of financing arrangements.

This can include:

• Loan documentation: preparing, reviewing and negotiating loan/facility agreements.
• Div 7A Loans: preparation of tailored loan documents in accordance with legislation.
• Security documentation: mortgages, general security agreements, charges, caveats and other security instruments.
• Guarantees + indemnities: including personal and corporate guarantees.
• PPSA/PPSR: registering, maintaining and advising on security interests over personal property.
• Borrower + lender work: several firms specifically emphasise acting for both sides.
• Private + commercial lending: private loans, commercial lending, property finance and business loans are common.
• Refinancing + variations: amending or restructuring existing loan arrangements also comes up.
• Enforcement + recovery: assisting lenders when borrowers default, including enforcement of securities and recovery of debts.
• Due diligence + registration: particularly where property or PPSR securities are involved.
• Regulatory compliance: We advise lenders in relation to their regulatory obligations including credit and financial services laws, anti-money laundering and counterterrorism, industry codes of practice, privacy obligations and unfair contract terms.