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In an asset sale, you buy selected assets (goodwill, equipment, stock, IP, contracts) and usually avoid legacy liabilities in the company. In a share sale, you acquire the company itself including the company's assets and liabilities. I’ll assess deal objectives, tax considerations, licences, and risk tolerance to recommend the right structure and tailor the documents accordingly.
Before. Early advice shapes key terms like price adjustments, due diligence scope, finance conditions, restraints, employee transfers, and lease arrangements. This avoids being locked into unfavorable terms and reduces renegotiation later. I’ll provide a concise issues list and proposed clause wording to streamline negotiations.
Typical areas include financial records, material contracts (customer, supplier, lease), licences/permits, IP ownership, employee entitlements, privacy/data, disputes, and tax compliance. I focus on what affects value and continuity and flag issues that need fixes, price changes, or walk‑away rights.
We can limit warranty scope, set reasonable claim thresholds and caps, define survival periods, and clarify disclosure standards. Tight asset lists, exclusion schedules, and well‑drafted restraints also reduce dispute risk. I’ll structure the agreement to balance buyer comfort with your need for a clean exit.
Buyers often offer employment to selected staff on new terms. Sellers typically calculate and deal with accrued entitlements per the contract. I’ll help structure offers, manage transfer of service issues, and document who pays what so there are no surprises.
If you need an assignment, landlord consent and compliance with assignment conditions are critical. If a new lease is required, terms like rent, options, use, make‑good, incentives, and timing can affect valuation and operations. I review and negotiate premises arrangements to align with the transaction.
Yes. I provide fixed‑scope pricing for contract reviews, due diligence support, or end‑to‑end transaction management so you know what’s included, cost, and timelines. This supports budgeting and keeps momentum.
At minimum: standard client terms or a service agreement, a supplier agreement, NDAs, website and privacy policies, and a compliant invoice/payment clause set. Many businesses also need subcontractor terms, IP assignments, and loan/security documents. I’ll map your operations and prioritize what delivers the most risk reduction and value first.
They set clear rules for use, limit liability, define IP and content permissions, and ensure your handling of personal information complies with privacy laws. For eCommerce, they also clarify pricing, delivery, returns, and warranties under the ACL. I tailor these to your business model and update them as your offerings evolve.
Use an NDA before sharing non-public information with potential partners, investors, suppliers, or contractors. It should define confidential information, purpose, permitted disclosures, security obligations, duration, and remedies. I keep NDAs concise but effective, so they’re easy to deploy without negotiation-heavy delays.
Standard terms speed onboarding and reduce legal spend over time. They create consistency in risk allocation, IP ownership, payment timing, and dispute processes. When a deal is more complex, you can attach a tailored SOW while keeping your core protections intact. I design terms and playbooks that your team can run with.
Include explicit IP assignment and moral rights consent clauses, define deliverables, address pre-existing IP, and specify license terms where needed. I ensure your contractor agreements secure ownership without stifling practical collaboration.
Often yes. A properly drafted security interest and PPSR registration can protect your position if a customer becomes insolvent. I prepare the security documentation and lodge the registrations so your interests rank correctly.
Yes. Fixed scope options for core contracts (service terms, supplier terms, NDAs, privacy/website policies) and for bespoke agreements. You’ll know inclusions, timelines, and pricing upfront.
It depends on your goals, risk profile, and growth plans. Companies often suit scalable businesses and investor participation. Trusts can assist with asset protection and distribution flexibility. Partnerships and JVs can work for defined projects. I assess control, liability, tax, and exit needs, then recommend and implement a structure that fits.
Yes. A constitution or ABN registration doesn’t set out how owners make decisions, resolve disputes, or exit. A shareholders’ or partnership agreement covers voting, funding, profit distributions, restraints, valuation on exit, and deadlock procedures reducing the risk of costly disputes.
Yes. I map your current structure, identify pain points (ownership, IP, governance, tax triggers), and propose staged changes such as moving IP to a holding entity, updating governance, or revising ownership. I coordinate timing with your accountant to manage tax and regulatory impacts.
We can limit warranty scope, set reasonable claim thresholds and caps, define survival periods, and clarify disclosure standards. Tight asset lists, exclusion schedules, and well‑drafted restraints also reduce dispute risk. I’ll structure the agreement to balance buyer comfort with your need for a clean exit.
You’ll need clarity on valuation, share classes, pre‑emption rights, board composition, information rights, and vesting or performance milestones. I update the constitution, draft a subscription/shareholders’ agreement, and ensure investor terms don’t compromise future funding or control.
Typically a company constitution (or update), shareholders’ agreement, director/secretary appointments, trust deeds (if used), IP assignments, and any JV or contractor agreements. I prepare and lodge the required ASIC documents and set up your governance records.
Yes. Fixed‑scope options for structure advice, core documentation (constitution, shareholders’ agreement, trust deed), or full implementation and governance set‑up. You’ll know inclusions, timelines, and pricing upfront.
