Chamberlains crafts business legal solutions to provide advice and strategies for businesses and individuals.
The most important aspects of a business are its income and assets. We can assist you to structure your business, including your interest in such business, in a way that ensures tax effectiveness and flexibility to maximise returns and provides asset protection for your key business assets. The business structures we develop with you, once implemented, are effective for the long term so you can ‘set and forget’.
We can also work with you to develop the most effective business structure to facilitate future, third party investment, including by, for example, implementing various share or unit classes, to achieve the commercial outcomes you want.
Directors and executives need to ensure that their company is run and managed in accordance with its constitution, the Corporations Act and current best practice standards. Companies should also look to regularly review their corporate governance practices and documents to ensure they are current and reflect the changing needs of their business.
Our corporate and commercial team, headed by Mark North, has knowledge and experience to advise you in relation to the complexities of corporate governance law in Australia. Mark has advised private companies, ASX listed public companies and national not-for-profit organisations on numerous corporate governance issues over many years. Mark is also a member of the Australian Institute of Company Directors and is currently a director and chairman of a number of local and national boards and not-for-profits.
We also assist businesses with all stages of legislative and regulatory compliance, including with, for example, any ASIC requirements.
Buying & Selling Assets
Businesses can buy and sell land, plant and equipment, goods or services, and even know-how.
If you’re buying something, how do you know you’re getting what you pay for? Warranties and promises should be in writing for you to enforce them. How do you ensure no one else has a claim over what you are buying? The PPSR regime is still young in Australia and can potentially strip you of ownership even if you have paid for something.
If you are selling, what disclaimers do you need for your product or asset or services? When and how will you be paid?
Our business team will make this simple for you with easy-to-read contracts that non-lawyers can understand, as well as having the skills and expertise necessary to assist you with complicated matters in highly specialised or technical areas.
Customers & Suppliers
Our business lawyers will help you craft a written agreement with your customers and clients to ensure that everyone knows where they stand. This is an important business tool and we have expertise to make sure:
- You have protections (such as the PPSR) to ensure you are paid;
- Clearly defining scope of what you are providing to your customer; and
- Ensuring you are protected from liability for things you can’t control.
Supplier’s terms and conditions can be onerous, we’ll tell you what your key commercial risks are. Also, have they created PPSR security interests, or have the right to do so, over all or some of your assets? Clients regularly discover PPSR registrations against their assets they did not know about, which may delay or impede any sales of their business or business assets.
Employees & Contractors
As a business, your relationship with your workers is one of your most fundamental relationships. It should be clearly documented to give both parties comfort and certainty throughout the relationship, and to lessen the chance of a costly and complex dispute.
Our employment team, headed by Scott Chamberlain, has knowledge and experience in the complexities of employment law in Australia. Scott was deeply involved in industry negotiations over the Fair Work Act, and is experienced in negotiating EBAs and advising on workplace relations disputes. We’re also experienced in the fields of payroll tax, the National Employment Standards, and answering the question of whether your worker is, fundamentally, an employee or a contractor – a crucial distinction for the purposes of establishing your (potential) liability.
Borrowers & Lenders
You might be a parent lending money to your child to buy their home or kick-start their business. You might be borrowing your spouse’s savings or inheritance to tip in to your business or to pay a debt, with the full expectation of repayment. You might be selling land or a significant asset with a ‘vendor finance’ arrangement. You might have various business entities, and one entity is loaning money across to another on commercial terms.
In all of these situations, the loan arrangement should be in writing – covering off on repayments, interest, default and security. Tax implications of these agreements should be considered and discussed with our specialists. Our experts can also advise you on the use of guarantees, PPSR security interests, charges or mortgages over land as security to ensure payment. Finally, the written agreements need to be clear, simple and certain, for non-lawyers to understand and feel comfortable with.
IP & Technology
This area of law is growing exponentially in relevance in Canberra’s business world, and Chamberlains is at the forefront. Chamberlains’ own investment in cutting edge technology to provide legal documents to the wider community means that we are experts in this field.
Our commercial team works closely with Australia’s leading video game development academy and has previously acted for one of the largest video game publishers in the world.
We also work with numerous local Canberra technology start ups to assist them in all aspect of commercialisation and protection of intellectual property. We can tailor IP licences for your business, especially within the context of your business structure for asset protection. Your business IP might be your most valuable asset – we can help keep it safe. Our commercial team can also advise you on buying and selling technology, or know-how.
We also have a close working relationship with one of Canberra’s leading Patent Attorney firms should your technology be eligible for registration as a patent.
Businesses need to raise funds to expand and grow. Our corporate and commercial team has extensive experience assisting both local and national business raise capital funds to expand their businesses, including angel investment, private equity placements and small scale public offerings.
We can help you to structure investment opportunities, develop informal offer documentation, register offer information statements and prospectuses, and ensure compliance with relevant regulatory bodies throughout the investment process.
Corporate & Shareholder Disputes
Terry Chamberlain, Chair of Chamberlains, is an experienced and certified mediator available to provide mediation services when required.
If mediation is unsuccessful, Chamberlains can assist and provide advice with a view to settling the dispute in your favour with minimal impact on your company’s value.
Director | Advisory – Corporate & Commercial
Mark is a director of the firm and is the practice leader of the Corporate & Commercial team. Mark specialises in corporate structuring; corporate governance; ASIC compliance; IP & technology; capital raising; sales and purchases of businesses; and general commercial contracting.
Senior Associate | Advisory
Bobby is an Associate in the Corporate & Commercial team specialising in assisting clients with their business requirements including structuring, asset protection, buying/selling assets, capital raisings and commercial contract preparation and review.
Lawyer | Litigation
Madeleine specialises in running complex litigation in the Magistrates, Supreme and Federal Courts including insurance, employment, construction, contracting, and commercial matters.