Areas of Commercial Law we cover:

Our expert commercial lawyers specialise in a range of commercial law matters, including:

  Business Transactions including Buying a business and Selling a business

  Intellectual property (contracts and disputes)

  Corporate law, including corporate governance

  Sale of goods and consumer law/trade practices

  Business law

  Contract law

  Commercial litigation and dispute resolution

  Employment law

  Property law

  Personal Property Securities

  Unit Trusts

Intellectual Property (IP)

Protecting your intangible property and assets is becoming more important than ever. Advances in technology mean more IP is created, and more IP infringements and disputes occur. Our Sydney based commercial law firm covers disputes, infringement, contracts, and of course protection for the following intellectual property:

  trademarks,

  patents,

  copyright,

  designs,

  trade secrets

  know-hows

  domain names

  brand names

  confidential and scientific information

If you require further information on domestic and international IP laws you may find the following links useful:

  IP Australia

  World Intellectual Property Organisation

  Austrade

Buying and Selling a Business

Sale of Shares or Sale of Business?

When selling or purchasing a business, it is imperative to understand exactly what it is that you are purchasing/selling. Before you think of tangible and non-tangible asset inclusions, it is critical to look at the ownership structure. In fact, some tightly regulated industries/business types such as NDIS providers cannot be sold as a “sale of business”, but rather a sale of shares – passing the liabilities and obligations of the previous owner on to the new owner. So what’s the difference?

The law recognises a company as a separate legal entity from its shareholders. Therefore a sale of shares transaction involves taking over the company in its entirety, including all associated risks, liabilities, obligations, and claims. Therefore a sale of share transaction should involve a much more exhaustive due diligence, and a seller can expect to be requested to provide robust warranties and indemnities by the buyer.

A sale of business on the other hand usually includes the sale of selected tangible and intangible including material, equipment, plants, know-how, client lists, business name, goodwill, and other intellectual property. Further, unlike share sale transactions, the buyer does not take on the liabilities of the business.

Sale of Business Contract

Our expert business lawyers have experience acting for both the seller of a business and buyer of a business. If you are a buyer our solicitors will review and advise on the sale of business contract, and provide a thorough listing of the assets both intangible and tangible as well as the obligations and liabilities that are being passed on to you through the sale. Often, key contracts (such as supplier contracts governing critical supply arrangements and agency agreements), key staff, and imperative intellectual property (such as the website, copyright on documentation, and client database) are missed.

If you are a seller, our team will assist with the compilation of a sale of business contract and ensure your liabilities and warranties are at a minimum.

Contract Law and Business Agreements

Our contract lawyers can assist you in the compilation or review of key contracts including:

  Partnership Agreements

  Franchise Agreements

  Shareholder Agreements

  Employee share allocation schemes

  Supplier contracts

  Subcontracting and contractor agreements

  Building Contracts

  Commercial Leases

  Retail Leases

  Service Agreements

  Confidentiality Agreements

  Non-disclosure Agreements

  Trade restrictions and non-complete clauses

  Employment Agreements

Compliance, and Corporate Governance

The Corporations Act 2001 (Cth) can be a minefield to navigate let alone understanding the obligations and duties of your organisation towards stakeholders, employees, suppliers, customers, clients, and regulators such as the Australian Securities and Investments Commission (ASIC). Ensuring your company is complying with its obligations under the Corporations Act and regulators such as ASIC can be a difficult and exhaustive task.

Company Directors are responsible for ensuring their company whether private or public-listed complies with its obligations under the Corporations Act, and adheres to best practice corporate governance. This includes key responsibilities such as:

  making decisions for a proper purpose and in the best interests of the company

  assessing how decisions will affect the company’s business performance, especially where the company’s money is involved and/or there is a material impact on the company’s reputation

  staying informed about the financial position of the company to ensure it can pay its debts on time

  seeking professional advice when assistance is required to make informed decisions

  making full and frank disclosure about any material personal interests

  ensuring the company is not trading while insolvent. This is actually illegal and may be in breach of civil and criminal provisions of the Corporations Act 2001.

A director’s duties and obligations may continue even after a company has ceased trading and has been deregistered. In certain events, you can be held personally liable where:

  you have breached your duties, causing the company to suffer some loss

  outstanding tax obligations of the company under the ATO’s Director Penalty Regime, particularly in circumstances where the company has employees. As a director, you have a legal responsibility to ensure your company meets its Pay As You Go (PAYG) withholding and Superannuation Guarantee Charge (SGC) obligations.

  running illegal phoenix activity where an existing company has been deliberately wound up or closed down to avoid paying outstanding debts, including taxes, creditors, and employee entitlements.

Industry-specific legal expertise:

  Our commercial law team has extensive experience dealing with the following industry-specific areas:

  Construction and Home Building including building contracts, Fair Trading licensing appeals, Fair Trading disputes, Fair Trading internal reviews, and Complaints Resolution.

  Liquor Licensing

  Registered Training Organisations including CRICOS and domestic compliance, Non-compliance, and de-registration Australian Skills Quality Authority appeals and litigation.

  National Disability Insurance Scheme (NDIS) provider deregistration and non-compliance litigation, National Disability Insurance Agency (NDIA) appeals; as well as company setup service provider sale and purchase of shares

  Pharmacy purchase and sales; dispute resolution, licence appeals and litigation

  Medical Cannabis Therapeutic Goods Administration (TGA) appeals and compliance

  Corporate Law

Australian businesses are regulated by the Australian Securities and Investment Commission which in turn is governed by the Corporate Law Act (Cth) 2001 (simplified through the Corporate Law Economic Reform Program Act 2004). The act also sets out the laws governing the form and function of a company. Further regulations for certain industries also apply to businesses and codes of practice and in some cases specific licensing, memberships, registrations, and accreditations must be upheld and implemented in such businesses. Examples of these are the Financial Sector regulated by APRA, Registered Training Organisations (RTOs) regulated by the Australian Skills Quality Authority (ASQA), and NDIS Quality and Safeguards Commission regulating NDIS providers.