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
  • companies limited by guarantee
  • incorporated associations
  • discretionary trusts
  • unit trusts
  • partnerships
  • joint ventures.
• Advice on establishment and registration of business entities.
• Identification of ongoing compliance issues and legislative requirements.
• Implementation of Joint Venture arrangements.
• Establishment of Management Arrangements.

Business Transactions

• Acquisition and disposal of business assets including:
  • goodwill of existing businesses
  • intellectual property
  • 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 transactions.
• 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.
• 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.

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 and profit share agreements.
• Capital raising projects.
• Initial Public Offering arrangements.
• Trade Sale arrangements.
• Contract preparation and control of implementation programs.
• Application for corporate reconstruction exemptions and related revenue considerations.

Employment and Work Health & Safety

• Preparation of Employment Agreements.
• Executive Remuneration packages.
• Advice on employee entitlements.
• Employment Policies programs and documentation.
• Employee equity participation programs.
• Preparation of Executive Service Agreements and Consultancy Agreements.
• Advice on Independent Contractor arrangements.
• Employment termination considerations.
• Unfair dismissal claims.
• Workplace Health and Safety requirements.
• Various workplace disputes.
• Implementing transitional and restricting programs (including for business asset transactions and redundancies).
• Conducting compliance reviews on employment contracts, workplace policies and related documents.

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, trademarks, 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.
• 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.
• 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.
• Establishing equity participation programs for employees and investors.
• Planning and implementing exit strategies and share ownership succession arrangements (including use of buy/sell insurance policies).

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.
• Documentation of transactions involving acquisition and disposal of interests in 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.

Our People

Mark Hogan | Special Counsel
Peter Bolam | Special Counsel

For more information, please contact: