Corporate and Commercial

The members of our Corporate Group at Broadley Rees Hogan have extensive experience in a broad spectrum of legal matters relevant to the establishment and ongoing operation of corporations and other forms of business entities.

This experience is utilised to provide an efficient cost-effective and practical approach to resolution of all matters arising in commercial transactions.

Set out below is a sample of the major areas of coverage by our Corporate Group, inclusive of some examples of the specific types of matters that we regularly engage in while providing advice and ongoing assistance to our corporate and commercial clients:

Business Structures

  • Review of business requirements to identify appropriate corporate structures, including:
    • proprietary limited companies
    • public companies
    • companies limited by guarantee
    • incorporated associations
    • discretionary trusts
    • unit trusts
    • hybrid trusts
    • partnerships
    • joint ventures.
  • Advice on establishment and registration of required business entities.
  • Preparation of constituent documents.
  • Identification of ongoing compliance issues and legislative requirements.
  • Implementation of Joint Venture arrangements.
  • Establishment of management arrangements (including drafting of Management Agreements).

Business Transactions

  • Acquisition and disposal of business assets including:
    • goodwill of existing businesses
    • intellectual property
    • management systems
    • plant and equipment
    • business premises (freehold and leasehold).
  • Identification of, and advice on, related revenue issues (GST, stamp duty, CGT).
  • Conducting Due Diligence programs for acquisitions.
  • Restrictive trade covenants.
  • Company share purchases.
  • Mergers and acquisitions.
  • Claims for compensation as a result of compulsory acquisitions by public authorities.

Corporate Governance and Compliance

  • Advice on Directors duties and responsibilities (including availability of indemnities and insurances).
  • Avoiding insolvent trading.
  • Composition of Board of Directors.
  • Corporate funding requirements, including shareholder loans and private equity transactions.
  • Oppression of minority shareholders.
  • Related party transactions and conflicts of interest.
  • Advice on "financial assistance" obligations under Corporations Act.
  • Share buyback procedures and capital reduction programs.
  • Company Secretarial requirements including:
    • Meeting and notice requirements
    • Preparation of Board Minutes and resolutions
    • Maintenance of Company Registers
  • Liaising with ASIC on compliance requirements.

Corporate Restructures and Reorganisation

  • Review of existing business structures to identify potential reorganisation benefits.
  • Advise on reorganisation requirements arising from business acquisitions or disposals.
  • Facilitation of equity participation by management.
  • Introduction of employee equity programs including:
    • Bonus Plans
    • Share Option Plans
    • Employee Share Schemes
    • "Phantom" stock and "tracking" stock programs
    • Profit Share Agreements.
  • Capital raising projects.
  • Initial Public Offering arrangements.
  • Trade Sale arrangements.
  • Preparation of required Information Memorandum and Prospectus/PDS documentation.
  • Contract preparation and control of implementation programs.
  • Application for corporate reconstruction exemptions and related revenue considerations.

Employment and Industrial Relations

  • Preparation of Employment Agreements.
  • Executive Remuneration packages.
  • Advice on employee entitlements (including compliance with current legislative requirements).
  • Employment Policies programs and documentation (including discrimination and harassment issues).
  • Employee equity participation programs.
  • Preparation of Executive Service Agreements and Consultancy Agreements.
  • Advice on Independent Contractor arrangements.
  • Employment termination considerations.
  • Wrongful dismissal claims.
  • Workplace Health and Safety requirements.

Intellectual Property

  • Identification of IP assets available to, or required by, an entity for business purposes.
  • Advice regarding subsistence or creation of IP rights including:
    • Copyright
    • Trade Marks
    • Patents and Designs.
  • Liaising with the Australian Intellectual Property Office on applications for and registration of IP assets.
  • IP protection mechanisms, including Confidentiality Agreements, Non-Competition Covenants and formation of appropriate entities to hold IP assets.
  • Advice on commercialisation of IP assets (including by means of creating franchise systems, licensing programs and distribution networks).
  • Preparation of IP Licence Agreements (including documentation of IP sale and assignment arrangements).

Franchising

  • Advice on different styles of franchising structures, including Master Agreements, Exclusive Distribution Agreements and exclusive territory arrangements.
  • Identification of appropriate structure for franchise systems (including intellectual property protection, property holding arrangements and operational entities).
  • Compliance with Australian Franchising Code of Conduct requirements.
  • Preparation of Disclosure Documents, Franchise Agreements and related documents.
  • Advice on international franchise systems (in particular North America, Asia and the Middle East).

Partnerships

  • Advice concerning use of a Partnership as a business entity.
  • Drafting Partnership Agreement formats.
  • Use of unincorporated joint ventures as partnership vehicles.
  • Arrangements for acquisition and disposal of partnership interests, including revenue implications.
  • Partnership disputes and exit strategies.

Shareholder Arrangements

  • Sale and purchase of shareholdings in private companies.
  • Drafting Shareholders Agreement formats for controlling relationships between company participants.
  • Appointment and removal of representative Directors.
  • Advice on share classes and associated shareholder entitlements.
  • Arrangements for use of partly paid shares and share option programs.
  • Establishing equity participation programs for employees and investors.

Trusts

  • Advice regarding the type of Trust entity to be used for particular business applications.
  • Use of Trusts for asset protection and income distribution purposes.
  • Arranging for creation of required Discretionary Trusts, Unit Trusts and Hybrid Trusts.
  • Documentation of transactions involving acquisition and disposal of interests in Trusts (and underlying assets held by Trusts).
  • Trust administration requirements, including retirement and replacement of trustees, amending Trust Deeds, preparation of Trustee minutes dealing with all transactional matters.
  • Winding-up of Trusts (and distribution of trust assets).
  • Revenue issues arising from transactions involving Trusts, including Queensland corporate trustee duty considerations.