Commercial Transactions & Advisory
Pace’s commercial and corporate law team is headed by Serina Pace, working closely with consultant Keith Bennetts and Associate Lawyer Shavin Silva.
Commercial transactions come in many shapes and sizes, including contracts for sale and purchase of business, partnerships, trusts, shareholder agreements and so forth.
We undertake due diligence, prepare contracts and advice on issues arising from transactions. We use our quality assurance system to ensure the appropriate resources are deployed to your transaction.
Law, done better.
Sale and Purchase of Businesses
Sale and purchase of business agreements are important documents that should be carefully and diligently drafted. For a vendor, it is important to secure the consideration (especially in cases where earn-out clauses are involved, linking sales price to the future financial performance). For a purchaser, certainty about the assets included is crucial. For both parties, a successful transaction usually begins with thorough due diligence.
A carefully drafted partnership agreement protects the partners in a business by recording the partner responsibilities, their ownership interest, defining the profit and loss distribution of each partner and stating other important rules about the operation of the business. Unlike a company, the partners are personally responsible for the partnerships debts. Be sure to seek assistance and advice in creating the partnership you require.
Trust deeds (be they fixed, discretionary, unit or hybrids) are an essential part of many transactions, estate planning and financial re-structuring. Given that many properties and businesses are now operated through trust structures, their terms must address essential terms including proper constitution, eligible beneficiaries and valid asset transfers. An invalid trust deed has the potential to cause great upheaval to your finances.
Intellectual property (IP) and other intangible assets that relate to doing business include patents, trademarks, designs and trade secrets. Sound advice in this area will encourage innovation and protect your business in developing original IP to give it a competitive advantage. You cannot afford not to speak to one of our skilled lawyers about your IP needs or concerns.
Franchising & Licensing
When considering purchasing a franchise due diligence is a must, to ensure a hard-working franchisee their desired return of investment. If an agreement meets the definition of franchise in the code, regardless of whether it’s called a licence or franchise or something else, there are repercussions for both franchisors and franchisees. Be sure to benefit from the guidance and advice of our skilled lawyers.
Joint Venture Agreements
A joint venture (JV) agreement can give access to increased business opportunities and markets including the ability to share financial risks in the JV business while at the same time, the JV partners are competitors in their independent rights or businesses. Usually, liability for debts of the JV is separate and the JV partners are not bound to each other. JV can provide great flexibility so be sure to engage a skilled lawyer.
Terms of Trade (PPSA)
Terms of trade or ‘terms and conditions’ documents are foundational documents that every business should have. However, a surprisingly large number of small to medium sized business owners search for a few general clauses on the internet. Instruct one of our skilled lawyers to draft a tailored terms of trade document, which addresses vital issues such as intellectual property, seller’s liens and director’s guarantees.
Directors’ Duties & Governance
Directors are responsible for the management of the affairs of the company. As a director, you must comply with your legal obligations under the Corporations Act 2001 even where you appoint an agent to look after your company’s affairs. Do not be caught unaware of your duties and liable to your shareholders and/or creditors. Our skilled corporate law team can provide timely and pragmatic advice to assist you and the success of your company.
Restructure and Insolvency
If you or your business cannot pay all your debts when they are due, then you are considered to be insolvent. There are several options for the insolvent business or individual. It is important to take an in-depth history of the situation before delving into the many options available in the insolvency context. We understand these are some of the most stressful times you may go through and are here to use our various skills in this area to assist.
For 20 years, we have provided advice and representation on all manner of insolvency issues, including liquidator and trustee recoveries such as unfair preference recoveries and defences thereof, uncommercial transactions and breach of director’s duties claims. We are highly experienced in litigation involving bankruptcy notices, sequestration and winding up orders and applications to set the same aside. We are instructed by directors, creditors and insolvency practices in relation to these various actions and claims. In particular, we are skilled at successful resolution of claims before court proceedings ensue.
When buying goods or services as a consumer, the law implies terms into every consumer contract, including that the goods are fit for purpose, of merchantable quality and or acceptable quality. Certain thresholds and criteria must be met so it is wise to contact a lawyer if you believe these standards have not been met. Further, even if the goods aren’t acquired for domestic use, if they are under $40,000 in value, you will still attract the protections of the implied warranties. This is a technical area of law and it is best to seek advice early.