Business & Commercial Law

Commercial and business law are umbrella areas of civil law. Commercial law regulates the sale and distribution of goods, as well as the financing of some commercial transactions. Business law covers fundamental company law issues such as the formation of companies, mergers and acquisitions, and shareholder rights. Business law also includes everyday issues that a business owner might encounter, from leasing commercial property to protecting intellectual property, debt recovery and terms of trade.

Business Sales and Purchases

One of the most common business law transactions is the sale and purchase of a business. These are often high-stake transactions, where the terms of the sale can have far-reaching financial consequences. It is always wise to have any contract for the sale or purchase of a business drawn up by an experienced solicitor and reviewed by a financial planner or accountant.

One of the most common scenarios is for the purchaser of a business interest to already be a co-owner. In such cases, it is beneficial if there is a buy/sell agreement in place, as this will dictate how changes can be made to ownership of the business. For instance, an agreement may require that the remaining owner pay a percentage of the value in an original lump sum and the balance in regular repayments. Ensuring that your buy/sell agreement is realistic, flexible, and enforceable is a critical risk management step for anyone who co-owns a business.

Commercial Leasing

Most businesses require some physical space to conduct their activities, whether this is a retail space, leased office building, or just a small storage space to house excess stock. A commercial lease is not only a serious financial undertaking, but the terms of a lease may restrict how you run your business. As such, you should never sign a commercial lease without having it thoroughly reviewed by your solicitor. A solicitor can identify areas where the lease is too restrictive or punitive and may be able to negotiate fairer terms with the landlord.

Intellectual Property

Intellectual property, or IP, refers to any unique idea that is capable of being owned. If someone develops or buys IP, they may be able to protect it from being used without their permission. The tools to protect IP in Australia are copyright, patents, trademarks, registered designs, plant breeder’s rights and circuit layouts. In most cases, the onus is on the owner to register the IP with the right authority, although there is automatic protection when it comes to circuit layout and copyright.

Terms of Trade

Terms of trade are the basis of a business’ trading relationships. The terms and conditions that you offer to your customers and accept from your suppliers are a basic aspect of your business model.

Poorly thought out or unfair terms of trade can impede the success of your business. For instance, if your suppliers require upfront payment but your clients only pay after 30 days, your business will suffer from cash flow disruption every month. Some industries have very traditional terms of trade, but a solicitor can assist you to identify small changes to your terms that can mitigate risk and reduce overhead.

Debt Recovery

As most business owners know, making money is one thing, ensuring that you are paid is another. Particularly in small businesses, financial viability can be heavily dependent upon whether accounts are paid promptly. A business can often recoup an outstanding account with a friendly reminder. When informal methods fail to work, the next step may be to outsource the debt recovery to a solicitor, who will issue a Letter of Demand. This approach is often successful when a polite approach has not worked.

If you own or manage a business or corporation you will likely face a number of challenges, opportunities and issues. We can provide timely and practical advice and legal solutions for all your business and commercial matters. We work with people from large corporate firms, government departments, not for profits and small family businesses.

If you need assistance, contact one of our lawyers at [email protected] or call 03 9531 8628 for expert legal advice.