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Business & Commercial Law

Whether you are starting out in business or winding down, getting the right professional advice can make a world of difference. All Australian businesses, no matter what their size, are regulated and must comply with various legal and reporting requirements. To succeed in a competitive and ever-changing environment, it is essential that business owners, managers and directors are guided by experienced professionals throughout all phases of their journeys. Our experienced team can assist with a range of business and commercial law matters.

Buying or selling a business

If you are looking to buy or sell a business, shares, or a company, it is important to get professional advice. We can draft, review, and/or negotiate your contract, recommend due diligence, and flag any potential issues. It can be beneficial to consult your accountant when you’re planning to buy or sell a business and we can work with them to structure the transaction for an optimum outcome.

The sale and purchase of a business often includes the transfer of incidental agreements needed to run the business such as commercial leases or service agreements. Buyers will need to consider the suitability of these arrangements which will need to be legally transferred on completion. The transfer of intellectual property, domain names and trading names may also be relevant.

Help with your purchase or supply contracts

Whether you are offering goods and services to others or contracting to receive goods and services for your own business, the terms of the purchase and supply contracts can make or break your business. A solicitor can assist you to identify small changes to your terms of service or the terms that you accept from others who provide you with goods or services, to help mitigate risk and reduce overhead.

Lease guidance and advice

As a supplier of goods and or services, most businesses require a premises from which to trade, the majority of which are likely to be subject to a lease. In NSW, the landscape of leasing is complex and includes a number of pitfalls. Leases within the commercial space often include an extensive series of obligations for both the Landlord (or Lessor) and Tenant (or Lessee). There are a number of obligations imposed upon a landlord (or Lessee) if the premises concerned is considered a ‘retail shop’ in accordance with the relevant Legislation.

We can guide you through the myriad of lease terms and conditions and can advocate on your behalf to achieve an agreement that is fair and mutually beneficial to both parties.

You can also find more information about leases here.

Shareholder agreements

A shareholder agreement is a binding contract between the shareholders of a company. It governs the relationship between the shareholders and specifies who controls the company, how the company is owned and managed, how shareholders’ rights are protected and how shareholders can exit the company. A well-drafted agreement provides a framework for the transparent ownership and management of a company. If the agreement is materially breached, an aggrieved shareholder can bring a cause of action against another shareholder.

Companies and directors’ liability

A company is a separate legal entity and can provide a certain level of protection for its officeholders. Accordingly, they 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, company directors are generally not personally liable for the company’s debts. Directors, however, have several responsibilities including a duty to:

• run the company with care, skill, and diligence
• prevent insolvent trading (i.e. not allow the company to operate when it cannot meet its debts)
• act in good faith and in the best interests of the company
• maintain proper records and prepare financial reports
• not improperly use their position for personal gain

Sometimes, directors face circumstances that can put them at risk of breaching these duties. If you are unsure about your position during challenging times, particularly if your company is facing cashflow problems, you should seek professional advice.

Commercial disputes

Businesses can become involved in all types of commercial disputes. We can advise on managing and resolving your commercial dispute in a way that is cost-effective and delivers the best possible outcome. Most legal disputes can be resolved without having to go to court. Alternative dispute resolution processes such as negotiation and mediation generally provide lower-cost solutions and more flexible ways to resolve a problem. We can review your circumstances and make recommendations for the most effective way to settle your business dispute.

If you need help, contact one of our lawyers at [email protected] or call 02 6642 3411 for expert legal advice.