Commercial Law

Organisations should be supported by professional advice that fosters sustainability and growth, minimises disputes and helps protect proprietors, owners, and directors from personal liability.

We have a strong focus on commercial law, business transactions, dispute resolution and commercial litigation. We can assist with a range of matters including:

  • General advice and business structures
  • Directors’ liability and due diligence
  • Reviewing, negotiating, and preparing commercial and business contracts
  • Transmission of business
  • Cybercrime Law
  • Alternative Dispute Resolution
  • Commercial litigation representation in all jurisdictions​

Business structures

When commencing a new venture or buying a business, it is important to operate through the most effective legal structure. The entity you choose will depend on your personal and financial circumstances, the size and type of business, the regulatory environment within which the business operates, and future growth objectives.

Common business structures include sole proprietorships, partnerships, trusts and incorporated companies. Each have their pros and cons and vary in their complexity, reporting requirements, treatment of income tax and level of asset and personal protection for the owners.

Companies and directors’ liability

A company is an incorporated legal entity, separate from its directors and management, and able to enter legally binding transactions. They are a popular choice for operating small to medium-sized businesses as the officers and directors are not personally liable for the company’s debts, unless certain exceptions apply.

Company directors hold a position of power and trust imposing on them several fiduciary and statutory duties, including to:

  • act honestly and use their powers to make decisions based on what is right for the company as a whole;
  • avoid conflicts of interest and not use their position for personal profit to the detriment of the company;
  • not use their position or information acquired in their role to gain an unfair advantage or benefit themselves or others;
  • exercise care, skill and diligence in performing their duties;
  • prevent insolvent trading.

Company directors face challenges that can place them in danger of breaching their duties. In the case of uncertainty, directors should seek urgent advice to clarify their position.

Certain defences may be available to a director who has breached a duty to avoid insolvent trading, and directors of companies facing financial difficulties should seek professional assistance early.

Advice on business restructuring

The restructure of an organisation can trigger employment-related issues such as employee transfers, termination, and redundancy. We draw on our wealth of employment law experience to provide strategic advice regarding restructuring, mergers, and acquisitions, as well as the dissolution of partnerships and joint venture arrangements.

Commercial contracts

Businesses enter into numerous commercial transactions during their lifetime. These arrangements should be governed by a written contract which captures the parties’ negotiations, sets out their rights and responsibilities and includes essential terms such as the scope of services or products to be provided, warranties and indemnities, and dispute resolution processes.

The subject matter of a contract varies considerably, from a single transaction for the sale of a product, to the ongoing provision of services over many months. The breadth of a contract will depend on the subject matter, its duration and the complexity of the transaction.

We can assist with preparing and reviewing your commercial contracts, and provide advice and guidance on contractual disputes and breaches of essential terms.

Intellectual Property

Intellectual property comprises a range of valuable business assets based on the property of the mind or proprietary knowledge. It includes inventions, brands, trademarks, designs, patents, plant breeders’ rights, trade secrets and confidential information.

The owner of copyright material has exclusive rights to reproduce, publish, perform or make an adaptation of that work. The owner may also enter commercial hiring arrangements (a licence) giving others a right to use the protected work.

Infringement occurs when a person who neither owns the copyright material nor holds a licence undertakes an activity which is the exclusive right of the copyright holder. We can assist in protecting your intellectual property and manage concerns and disputes regarding infringement of these valuable assets.

Commercial Litigation & Dispute Resolution

If you are involved in a commercial dispute, we can provide expert advice, guidance, and representation in all Australian courts and tribunals. We are experienced negotiators and advocates and generally recommend alternative dispute resolution processes as a first option to resolve your matter. Should mediation not be viable or successful, we can advise you regarding your options of pursuing the matter in court so you can make an informed decision about commencing litigation.

If you need any assistance, contact one of our lawyers at [email protected] or call (03) 9600 2768 for a no-obligation discussion and for expert advice.