Corporate

Legal Services

Tap into our expertise for day-to-day compliance queries through to negotiating and advising on complex mergers and acquisitions deals

WE MAKE GREAT DEALS HAPPEN

Private Mergers &

Acquisitions (M&A)

Whether you are buying or selling a business or shares in a private company, you’ll proceed with confidence with us. We’ve negotiated and countless seven- and eight-figure deals, and we are ready to assist you.

We cover all stages of private M&A, including:

  • Term sheets and deal structuring
  • Confidentiality deeds
  • Due diligence
  • Business sale agreements
  • Share sale agreements

With extensive experience in negotiating and closing private mergers and acquisitions, we narrow down the key issues quickly, thereby accelerating the negotiation process. We give definitive advice and help our clients assess commercial risk, which is why our clients trust us with their deals.

A merger involves two existing companies combining into one new company. There are a number of ways to structure    usually involves the seller selling their business to the buyer, with the seller getting shares in the buyer, instead of cash.

An asset sale is where the seller sells business assets. The underlying ownership of the selling entity does not change. Only ownership of the assets being sold changes.

A share sale is where the shares in a company sold. Instead of the buyer buying business assets from the underlying company, the buyer instead buys shares in the underlying company from the owners of that company. This can either be a complete buyout or a partial buyout.

It is important to ensure that you get your corporate structure cleaned up before attempting to sell your business. Having an inadequate corporate structure could cause your deal to be delayed (until your restructure), fall over (due to delays) or cause you a poor tax outcome if the deal proceeds without restructuring.

In preparing for a sale, you should also go through a pre-sale process with a business broker to resolve any issues that may negatively affect the sale price.

The two transaction costs to keep in mind are GST and transfer duty.

GST will only be applicable to an asset sale if you buy business assets from the seller as stand-alone, and not all of the assets required to run the business. GST is not applicable to share transactions.

Since 1 July 2016, transfer duty does not apply to goodwill, intellectual property or plant and equipment in New South Wales. Transfer duty will apply to plant and equipment, however, if you are taking over the seller’s lease or buying an interest in land. In Queensland, transfer duty will apply to the entire purchase price.

If GST is applicable, then transfer duty will be calculated on the GST-inclusive amount.

FUTURE READY

Corporate

Structuring

Some of the ways we can future-ready your business:​

  • Holding company interpositions
  • Intra-group asset transfers
  • Share buy-backs, share swaps, share splits
  • Restructures in readiness for exit events
  • Shareholders’ deeds
  • Buy-sell deeds

Does your corporate structure position you to seize potential exit or growth opportunities, such as business sales, entry / exit of investors or public listings?

With our corporate structuring services, you’ll achieve a tax-efficient corporate structure while protecting both company and personal assets. We also have the methods to ensure your corporate structure provides flexibility to avoid costly restructures required to prepare for potential exit or growth opportunities.

Corporate structuring involves selecting the type of legal entity that will operate your business.

Examples include companies, unit trusts, discretionary trusts, partnerships and joint ventures.

The most suitable legal entity will depend on the type of business and your goals for the future.

Corporate structuring can also be used to restructure an existing corporate structure.

Corporate structuring is important because having the wrong structure can trigger preventable capital gains tax consequences, complicate the entry / exit of investors and invalidate trade marks.

Yes, we have the methods to utilise tax concessions to restructure your existing corporate structure into one that will prevent adverse tax consequences, streamline the entry / exit of investors and protect your trade mark portfolio.

FUTURE READY

Australian & International

Trade Marks

A trade mark is a trader’s badge of origin. Trade marks are intended to protect a trader’s goodwill in a product or name while protecting the public from counterfeit goods or services.

Obtaining a registered trade mark strengthens your right to use your trade mark and will significantly reduce the risk and cost of you trying to enforce your rights against a copycat.

Registering your trade mark is the single biggest bang for buck investment you can make in your business. Having a registered trade mark can significantly increase the attractiveness and sale price of your business.

Protect your brand with our Trade mark services, including:​

  • Australian trade mark registration
  • International trade mark registration
  • Trade mark conflict searching
  • Trade mark portfolio management
  • Trade mark licensing
  • Trade mark enforcement and disputes

Frequently Asked

Trade Mark Questions

A trade mark is a sign used, or intended to be used, to distinguish a trader’s goods or services from other traders’ goods or services. A trade mark may be a letter, word, name, signature, number, logo, picture, brand, aspect of packaging, shape, colour, sound or scent, or any combination of those. 

Trade marks are registered in relation to certain classes of goods and/or services. Other traders are therefore free to use or register the same trade mark for unrelated goods and/or services.

You should register your trade mark as soon as possible, as the priority date for a trade mark is the date it is filed. Having the earliest priority date possible is important in case someone else files a similar trade mark.

The owner of a registered trade mark has the exclusive rights to use the trade mark and authorise other persons to use the trade mark in relation to the goods and/or services in respect of which the trade mark is registered. This means you can stop someone else using a trade mark in relation to goods or services that are the same or similar to the goods or services covered by your registered trade mark.

Registered trade marks can also be sold, transferred or licensed to another person, and even encumbered. 

A registered trade mark lasts 10 years, and can be continually renewed for successive 10 year periods by paying a renewal fee. 

A person infringes a registered trade mark if the person uses, as a trade mark, a sign that is substantially identical with, or deceptively similar to, the trade mark in relation to goods or services in respect of which the trade mark is registered.

Most trade mark disputes can usually be resolved quickly and commercially. Sometimes all it takes is to point out to the infringer that you are the registered owner of a particular trade mark. When the stakes are high, however, it may be necessary to commence court proceedings.

You should get legal advice as soon as possible. The accusation will either be legitimate, baseless or arguable, but in any case, you should have a lawyer respond to protect your position.

Corporate structuring is often used to isolate trade marks from risks your trading entity is exposed to.

If such corporate structuring is not utilised properly, it can actually invalidate your trade mark.

We have the methods to bring the nuances of corporate structuring and trade mark law together to provide your trade mark portfolio with the ultimate protection.

GROWTH

Commercial & Retail

Leasing

Frequently Asked

Leasing Questions

A commercial lease involves the leasing of office space, industrial property or other commercial property that is not considered to be a retail shop. Commercial leases are completely unregulated, so there are no legal protections for tenants, unless they are specifically negotiated into the lease.

A retail shop lease relates to the leasing of a retail shop. Retail shop leases are regulated by the Retail Leases Act 1994 (NSW) in New South Wales and equivalent legislation in other states. As a general rule, a premises will be considered to be a retail shop where:

  1. it is one of the retail shop businesses listed in the Retail Leases Act 1994 (NSW), Schedule 1; or
  2. it is within a cluster of five or more premises containing retail shop businesses.

‘Ratchet clauses’ that seek to prevent the base rent from ever decreasing on a market rent review are void when included in retail shop leases. These ratchet clauses are common in commercial leases because there is no prohibition against them being included in commercial leases.

The Retail Leases Act 1994 (NSW) also provides protections for tenants where the landlord wishes to relocate the tenant to different premises or demolish the retail shopping centre, or if the retail shop is damaged. These protections are not automatically included in commercial leases, and need to be negotiated before the lease is signed.

Landlords are also required to deposit any security deposit with NSW’s Retail Bond Scheme within 20 business days of receiving it.

There is no cooling-off period when signing either a commercial lease or retail shop lease.

Navigate the nuances of leasing commercial, retail or office space with our leasing services. Whether you are the landlord or tenant, we will help you close a great lease in the shortest time possible.

We cover all stages of commercial and retail shop leasing, including:

  • Legal due diligence searches
  • Legal due diligence searches
  • Drafting, reviewing and negotiating lease documentation
  • Land titles office registration
  • Lease renewals
HUMAN RESOURCES

Employment

Law

We cover all stages of commercial and retail shop leasing, including:

  • Drafting, reviewing and negotiating employment agreements (full-time / fixed-term / part-time / casual)
  • Drafting, reviewing and negotiating independent contractor agreements
  • Advising on the enforceability of restraint clauses (non-compete and non-solicitation clauses)
  • Protecting confidential information and trade secrets
  • Compliance advice
  • Providing a fully automated employment agreement suite through our Online Legal Solutions

Frequently Asked

Employment Questions

Employment law can be a minefield for employers and employees alike. From negotiating a new employment agreement, through to terminating the employment relationship and managing post-employment risks, we’ve got you covered.

Yes. We can advise you on:

1. A new employment agreement before you enter into it; and
2. Your existing employment agreement if you are looking to leave and start your own business or go to a competitor.

Head over to our Online Legal Solutions page to find out more.

DEDICATED LEGAL ON YOUR TEAM

In-House

Support

When you find that the type of business you do or the number and complexity of your transactions is growing then our in-house support services will give you the daily piece-of-mind that you need. Rather than outsourcing legal tasks as they come up, have access to a dedicated business lawyer that knows your business inside out — for a monthly retainer

Frequently Asked

In-House Support Questions

An in-house support package would be suitable if:

  1. your company has a regular need for external lawyers (at least monthly), but is not ready to employ an in-house lawyer
  2. your company would like telephone and email support for day-to-day contract and compliance questions
  3. your company would like access to discounted, pre-paid hours for document drafting and review
  4. your company would like lawyers to manage its contracts, trade mark portfolio or company registers
  5. your company would like proactive lawyers who identify and solve issues before they become problems

The other benefits that come with an in-house support package are:

  1. you will save time and money by having access to the same business lawyer who knows your business inside and out
  2. you will get expedited turn-around on document drafting and review
  3. you will protect your company from knowledge loss caused by staff turnover

Absolutely not! You can upgrade, downgrade, pause or cancel your in-house support package at any time. 

Learn more about how we will support your next business deal.

CONTACT US WITH EASE

Get in touch

Please feel free to contact us to learn more about how we can simplify your next deal
Call us

+61 1300 052 074

Office

Level 3, 31 Alfred St
Sydney NSW 2000