Corporate and Commercial.

In running your business there may be times when you need legal services that support you in making money from your products and services, or protect you from risk.

This requires lawyers who not only have a thorough understanding of the legal landscape that impacts on how you do business, but also a detailed knowledge across a variety of rapidly-evolving industry sectors, competitors and market conditions.

The life-cycle of a business can involve many transactions. From intellectual property rights to contract sales and purchases, and employee disputes to corporate governance, our clients rely on the Chamberlains team for strategic legal advice tailored with commercial acumen.

Structuring

The most important aspects of your business are its income and assets.

As expert lawyers with a commercial mindset we can help you structure your business—including your personal interests in the business—in such a way that ensures tax effectiveness, asset protection and the flexibility to maximise returns.

Once implemented, the structures we develop with you 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 achieve your commercial goals, including structuring to facilitate third-part investment such as through share or unit classes.

Corporate Governance

As a company director or executive, you need to ensure your company is run and managed in accordance with its constitution and the Corporations Act, and current best practice standards.

This includes regularly reviewing your corporate governance practices and documents to ensure they are current and reflect the changing needs of your business.

At Chamberlains, our corporate and commercial team’s considered and insightful advice on complex corporate governance matters has attracted ASX-listed public companies and national not-for-profit organisations alike.

We can also assist your business with all stages of legislative and regulatory compliance, including any Australian Securities and Investment Commission requirements

Corporate & Shareholder Disputes

The law that underlies most company and shareholders disputes is complex and technical, and battles can be won or lost based on tactical decisions made at the outset.

The most common disputes that you might face in your company are disagreements regarding business decisions or minority shareholders going unheard or few shareholders claiming that they are doing the lion’s share of work.

However, if you have a clear and properly drafted shareholders agreement, then it is for all the parties to know, where they stand and what they are required to do. The clarity that a shareholder agreement brings can often help to resolve disputes early and without the need for any litigation.

We can assist you to draft a comprehensive shareholders agreement or, if you are already in dispute, we have extensive experience in leveraging commercial outcomes to resolve your issues in a cost effective and financially beneficial manner. If your matter can’t be resolved by negotiation, then we also have the expertise to play hard ball and represent you in formal litigation to resolve your matter.

Commercial Disputes

Most commercial disputes arise out of poorly-prepared commercial documents or the absence of a written agreement.

However, even with the best planning and the best documentation, disputes can still arise. Our team has seen and handled an enormous range of issues from breach of contract to faulty website designs.

We’re particularly known for our practical, economical and rational responses to disputes over matters ranging from contractual interpretation to commercial negotiations.

Intellectual Property & Technology

Your business intellectual property (IP) may be your most valuable asset and if you’re in the technology sector you likely already know its value in attracting funding and partnerships.

It makes sense to put in place mechanisms that shield it from infringement claims and competition, and to do so quickly.
Chamberlains is one of the Canberra region’s most experienced firms in this growing legal area.

Our corporate and 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 have also worked with many Canberra technology start-ups, assisting them commercialising and protecting their intellectual property, and we partner with a leading patent attorney should your technology need patent registration.

If you’re looking to buy or sell technology, or knowhow, we can provide the legal advice needed to seal the transaction.

Capital Raising

As a business owner who needs funds to expand and grow, your fundraising options can range from the simple to the sophisticated.

At either end of the spectrum lies potential legal pitfalls, and in Australia the activity is highly regulated.

One of the biggest assets you can have in embarking on a capital raising venture is sound, pragmatic and commercially-attuned legal advice.

We’ve successfully helped local and national businesses raise capital funds for expansion, including through 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 regulations throughout the investment process.

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? Do you have warranties and promises in writing that allow you to enforce them?

How do you ensure no-one else has a claim over what you’re buying? Are you aware that under Australia’s Personal Property Securities Register regime you could potentially be stripped 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?

Perhaps these are questions you haven’t even thought to ask.

The Chamberlains business team can help formulate the right questions and explain the answers in easily digestible terms. We can also prepare easy-to-read contracts that help lower risk and get you the commercial outcome you’re seeking.

Customers & Suppliers

Streamlined procedures to minimise potential disputes with customers and suppliers start with written agreements outline everyone’s rights and responsibilities.

Such agreements are important business tools, but need to be crafted to:

  • clearly define the scope of what you provide to your customer
  • protect you from liability for things you can’t control
  • ensure you are paid.

Chamberlains’ well-designed service contracts can provide you with a constant reference point and a useful and valuable platform for your business trade.

We’ll also help you navigate suppliers’ terms and conditions, assessing them and identifying your key commercial risks.

This may include investigating whether suppliers have created Personal Property Securities Register (PPSR) security interests or have the right to do so over some or all of your assets. Clients regularly discover PPSR registrations against their assets and this may delay or impede any sales of their business or business assets.

Employees & Contractors

If you’re in business, you’re likely to have employees, and you know that employment matters can eat up enormous sums of money, time, talent and energy.

It’s important that your relationship with your workers is clearly documented, not only to lessen the change of costly and complex disputes, but so everyone knows where they stand.

Chamberlains’ employment services covers the full range of employment issues, from industry negotiations on enterprise bargaining agreements, advising on payroll tax, workplace relations disputes and the National Employment Standards.

We’re also adept at answering the question of whether your work is an employee or a contractor – a crucial distinction for the purposes of establishing your (potential) liability.

Borrowers & Lenders

You may be a parent lending money to your child to buy their home or kick-start their business.

You may 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 may be selling land or a significant asset with a ‘vendor finance’ arrangement, or you may have various business entities and one entity is loaning money across to another on commercial terms.

No matter the situation, any loan arrangement should be in writing and incorporate agreements on repayments, interest, default and security.

We can help by providing clear, simple documents that cover all of this and more. We have special skills in advising on tax implications of such agreements, and we can advise you on the use of guarantees, Personal Property Securities Register interests, charges, or mortgages over land to ensure payment.