Corporate & Commercial Law Canberra

Our services

⁰¹ Cyber, Data & Privacy Law

Risk Assessment & Readiness

We deliver end‑to‑end privacy and cyber posture reviews under the Privacy Act and Australian Privacy Principles (APPs), mapping data lifecycles across collection, lawful basis, retention, deletion, and international transfers. We identify shadow IT, ad‑tech trackers, and vendor risks, then build maturity roadmaps with clear owners, timelines, and KPIs. Staff training, access controls, and incident simulations embed resilience. The result: reduced breach risk, audit‑ready governance, and customer trust, crucial for ACT organisations engaging with federal stakeholders and panels.

Incident Response & Breach Management

When a cyber incident occurs, our legal‑led response centres on preserving evidence, scoping root cause, and coordinating notifications, internal, customer‑facing, and OAIC engagement. We align decisions to risk appetite and contractual obligations (including SLAs and data processing addenda) and manage regulators, insurers, and communications. Playbooks, war‑rooms, and lessons‑learned close the loop so your posture improves post‑incident while minimising liability and reputational impact.

Compliance, Policies & Contracts

We draft and refresh privacy policies, collection notices, data processing agreements, and cyber clauses in supplier contracts. Documentation clarifies roles (controller/processor concepts), audit rights, encryption standards, breach procedures, and cross‑border safeguards. For ACT entities, we calibrate policies to government procurement requirements and panel terms, ensuring governance is defensible, proportionate, and operational, rather than purely procedural.

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⁰² Property Law

Commercial Leasing & Transactions

We negotiate ACT retail and commercial leases, assignments, options, and surrenders with clear term sheets, incentives, rent review formulas, and make‑good mechanics to reduce disputes. Disclosure documents, fit‑out obligations, and outgoings are aligned to operational realities. Where government tenancies or precinct requirements apply, we account for procurement and compliance overlays. Our approach keeps landlord‑tenant relationships efficient and predictable throughout the lease lifecycle.

Sales, Acquisitions & Due Diligence

We run comprehensive due diligence across title, easements, encumbrances, contamination, planning, and infrastructure interfaces. Special conditions, representations/warranties, and risk allocation are drafted to protect value and timelines. We coordinate with financiers, valuers, and the ACT Revenue Office to manage duty implications, ensuring settlements close cleanly with minimal cost overruns or surprises.

Development & Planning Interfaces

We advise on strata, subdivisions, easements, and development agreements, sequencing planning approvals to project milestones. Interfaces with authorities are managed to de‑risk conditions precedent and construction timelines. Documentation clarifies delivery standards, access, services, and responsibilities, so projects move from concept to completion with regulatory confidence and clarity.

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⁰³ Litigation and Dispute Resolution

Commercial & Contract Disputes

We act in disputes involving performance failures, repudiation, misrepresentation, warranty breaches, and termination rights. Strategy focuses on targeted pleadings, proportional discovery, and cost control. We prioritise early ADR where viable, mediation or expert determination, to preserve relationships and limit disruption to Canberra‑based operations, including those interfacing with federal agencies and panels.

Property, Leasing & Construction Disputes

We resolve rent disputes, make‑good claims, defects, delays, and variations using evidence plans anchored in lease terms, contracts, site records, and expert reports. When urgency demands, we seek interim relief to protect assets or maintain continuity. Our objective is pragmatic resolution that balances speed, cost, and sustainability, keeping projects and facilities on track.

ADR, Arbitration & Mediation

We design protocols with agreed agendas, confidentiality, caucus rooms, and staged settlement frameworks to reduce confrontation. Position papers and realistic ranges align to commercial objectives. Outcomes are calibrated to minimise public exposure and reputational harm, while restoring operational focus quickly.

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⁰⁴ Mergers & Acquisitions

Deal Structuring & Term Sheets

We advise on share vs asset deals, earn‑outs, retention structures, and completion mechanics. Heads of Agreement and term sheets lock key economics early, define exclusivity/standstills, and cap risk before detailed documentation. Structuring balances tax, liability, integration complexity, and business continuity, especially important for ACT businesses serving government contracts with change‑of‑control sensitivities.

Due Diligence & Risk Allocation

Targeted diligence covers contracts, IP ownership, employment, privacy/cyber, compliance, and key revenue dependencies. Warranties, indemnities, escrow, and purchase price adjustments allocate risk clearly. We align consents and novations (including government customer contracts) to avoid value leakage and ensure the revenue base transfers intact.

Regulatory & Post‑Completion

We coordinate approvals, notifications, and filings. Integration playbooks align governance, policies, systems, and third‑party consents. Post‑completion actions, board resets, financial controls, HR harmonisation, are sequenced to realise synergies while maintaining service levels to customers and stakeholders.

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⁰⁵ Intellectual Property

Protection & Registration

We secure trademarks, designs, copyright strategies, and manage portfolio audits with territorial planning. Chain‑of‑title documentation ensures ownership is clean, especially important for contractor‑created works and collaborative R&D. We align filings and renewals with commercial timelines and brand launches to protect value from day one.

Commercialisation & Licensing

Licenses, assignments, and JV frameworks are tailored to revenue models and performance obligations. Clauses address exclusivity, territory, royalty mechanics, KPIs, improvement rights, and termination triggers. We ensure IP is monetised while maintaining control and preventing leakage through tight governance and reporting.

Enforcement & Brand Integrity

We respond to infringement, passing off, and misuse with calibrated cease‑and‑desist, platform takedowns, and litigation strategies. Brand guidelines, watch services, and marketplace monitoring reduce recurrence. Where appropriate, we pursue cost‑effective remedies that deter copycats without over‑litigating.

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⁰⁶ Resources and Energy

Projects, Tenure & Access

We advise on exploration, production, renewables, and access arrangements. Documentation addresses tenure, landholder rights, easements, rehabilitation, and community interfaces. Project phases are mapped to compliance milestones to keep delivery predictable.

Regulatory & Environmental

Approvals, reporting, and regulator engagement are coordinated with policies and management plans aligned to licence conditions. Environmental and safety obligations are operationalised through controls, audits, and incident response frameworks to mitigate enforcement and reputational risk.

Supply, Offtake & Infrastructure

We draft offtake, transport, and services contracts with clauses on volume, quality, specifications, force majeure, price adjustment, and dispute resolution. Commercial certainty supports investment decisions and scale‑up without compromising risk posture.

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⁰⁷ Structuring

Entity Setup & Fit‑For‑Purpose Design

We advise on companies, trusts, JVs, partnerships, and special‑purpose vehicles, aligning to tax, liability, control, and growth. Constitutions, shareholder agreements, and trust deeds are drafted to remove ambiguity around decision rights, transfers, and dispute mechanics.

Reorganisations & Restructures

We implement group reorganisations, asset transfers, ring‑fencing, and simplifications to protect core value and improve agility. Sequencing minimises duty, disruption, and friction with regulators and counterparties.

Governance Alignment

We operationalise governance through delegations, approval matrices, reporting cadences, and information flows. The aim is a structure that supports speed and accountability without sacrificing control or compliance.

⁰⁸ Corporate Governance

Boards, Policies & Reporting

We design board charters, director delegations, governance calendars, and policy suites covering conflicts, whistleblowing, privacy, incident management, and continuous improvement. Reporting cycles evidence culture‑of‑compliance and readiness for audits, reviews, or regulator inquiries.

Regulatory Engagement & Audits

We prepare organisations for reviews, notices, thematic assessments, and surveillance. Logs, playbooks, corrective actions, and remediation plans demonstrate proactive control, reducing penalties and reputational harm.

Risk & Controls Integration

Risk registers, appetite statements, control testing, and escalation pathways are embedded into daily operations. Accountability lines are clarified so governance becomes lived practice, not shelf documents.

⁰⁹ Capital Raising

Seed, Venture & Private Placements

We document SAFEs, convertible notes, subscription agreements, and secondary sales with right‑sized investor rights, information covenants, and valuation protections. Founder control is preserved through balanced vetoes and protective provisions.

Disclosure & Regulatory Pathways

Offer documents, disclaimers, eligibility checks, and exemption pathways are aligned to Corporations Act requirements and ASIC expectations. Processes are designed for audit readiness, investor trust, and future raises.

Post‑Raise Governance & Use of Funds

Board reporting, milestone tracking, and budget controls are formalised. Covenants and consents manage further capital events and material changes, keeping growth disciplined and stakeholders informed.

¹⁰ Corporate & Shareholder Dispute

Deadlocks & Oppression Claims

We resolve boardroom deadlocks, minority oppression, and access‑to‑documents disputes through targeted strategies, standstills, governance resets, and negotiated exits where appropriate. Litigation is used judiciously and calibrated to protect enterprise value.

Share Sale & Drag/Tag Mechanics

We enforce or defend drag‑along/tag‑along rights, pre‑emptive rights, buy‑sell provisions, and valuation disputes. Evidence focuses on notice, compliance with mechanics, and fairness of price.

Remedies & Exit Pathways

We design buy‑outs, structured exits, VC‑style recapitalisations, and mediation frameworks. The objective is a durable solution that restores focus, manages cost, and preserves reputation.

¹¹ Buying & Selling Assets

Asset & Business Sales

We structure and document asset purchases, business sales, and carve‑outs with clear allocation of warranties, liabilities, and employee transfers. Transitional risk is minimised through practical covenants and retention mechanisms.

Due Diligence & Transition

Financial, operational, IP, privacy, and regulatory checks are scoped to risk profile. Transition services agreements (TSAs), novations, and consent strategies keep customers and operations stable, especially where government contracts or panel arrangements are involved.

Completion & Post‑Completion

Closing checklists, consents, filings, and price adjustments are managed to schedule. Post‑completion actions, handover, governance harmonisation, and stakeholder communications, are sequenced to realise synergies and meet obligations.

¹² Commercial Disputes

Contracts, Performance & Termination

We act in disputes over delivery, quality, service levels, change control, and termination rights. Strategy balances speed, cost, and commercial impact, with early merits assessments informing settlement levers and litigation posture.

Misleading Conduct & Consumer Law

We advise and litigate on ACL claims, advertising standards, unfair contract terms, and consumer guarantees. Corrective action, remediation programs, and calibrated undertakings reduce penalties and reputational damage.

Negotiation & ADR

We prioritise structured negotiation, mediation, and expert determination to resolve matters quickly and confidentially. Where litigation is unavoidable, we pursue targeted case theory and efficient evidence management to control cost.

Clear Strategy for Canberra Businesses

Corporate and commercial law in the ACT sits at the intersection of federal influence, government procurement frameworks, and local regulation. Decisions on governance, privacy, contracts, and disclosure can affect not only compliance but your ability to bid, deliver, and scale. Our approach is to simplify complexity: we translate obligations into practical steps, align legal frameworks with operating realities, and build resilience into your day‑to‑day processes. With Canberra’s ecosystem of government agencies, contractors, and professional services, we ensure you move with confidence, reducing risk, accelerating approvals, and protecting reputation while pursuing growth.

What This Practice Area Covers

This practice spans mergers and acquisitions, intellectual property, cyber and privacy, property transactions, corporate structuring, governance frameworks, capital raising, and dispute resolution. We help ACT businesses navigate ASIC filings, director duties, ATO obligations, and privacy requirements under the APPs. Whether you’re negotiating strategic contracts, entering a JV, integrating an acquisition, or planning a raise, we design documentation and governance that are robust, scalable, and audit‑ready. Our team coordinates specialists across corporate, IP, employment, and disputes so execution is crisp, milestones are met, and stakeholder confidence remains high.

Local Expertise That Makes a Difference

Canberra’s market brings unique considerations: government contracts with strict procurement rules, panel arrangements, grant compliance, and reputational sensitivities around public‑facing work. We understand ACT‑specific property and duty processes, change‑of‑control and novation requirements for government customers, and privacy expectations for projects interfacing with federal stakeholders. Our local insight means fewer surprises during negotiations, due diligence, or regulatory reviews. We anticipate consent paths, sequencing, and audit trails so approvals land faster, transitions are smoother, and your operations stay uninterrupted.

Proactive Risk Management for ACT Businesses

Legal risk typically stems from unclear contracts, gaps in governance, and inconsistent compliance. We implement preventive strategies, contract audits, playbooks, clause libraries, and governance reviews, and tailor compliance programs with training, controls testing, and reporting cycles. For cyber/privacy, we embed breach playbooks, vendor oversight, and measurable security standards. When disputes arise, we move quickly: merits analysis, evidence preservation, ADR protocols, and, if needed, targeted litigation with strict cost control. The objective is to protect position, limit disruption, and return teams to business‑as‑usual swiftly.

Customers & Suppliers

We design and review supply, distribution, licensing, and services agreements that balance indemnities, liability caps, SLAs, and termination rights with commercial reality. Change‑control processes, performance remedies, and pricing adjustment mechanics reduce friction as relationships evolve. Where government or panel terms apply, we align flow‑down obligations, confidentiality, and audit requirements to protect eligibility and delivery. Clear governance around renewals, disputes, and variations keeps value intact and reduces the likelihood of escalation.

Employees & Contractors

We align employment contracts, policies, confidentiality and IP assignment, and restraint clauses to your operating model. Contractor agreements define scope, deliverables, IP ownership, insurance, and risk allocation, limiting exposure to misclassification and post‑engagement disputes. We implement onboarding/offboarding checklists, performance frameworks, and dispute protocols to keep workforce transitions orderly. For ACT organisations engaging with government work, we calibrate confidentiality, security, and conduct requirements to panel standards and customer expectations.

Borrowers & Lenders

We document facility agreements, security packages, intercreditor arrangements, and covenants that fit your risk appetite and growth plans. Default mechanics, enforcement rights, step‑in provisions, and cure periods are calibrated to protect downside while preserving optionality in workouts or restructures. We coordinate with financiers and advisors to align funding milestones, consents, and compliance, including duty and registration issues, so capital is available when needed and conditions are managed with minimal operational friction.

Client Care That Goes Beyond Legal Advice

You’ll have a dedicated contact who owns timelines, coordinates specialists, and keeps communication clear and proactive. We prioritise confidentiality, transparent pricing, and practical pathways that reflect your commercial goals and internal capacity. Status reports, decision trees, and risk registers keep leaders informed and approvals smooth. Our focus is not only the legal answer but also the operational plan that ensures it lands effectively across your teams and stakeholders.

Why Acting Early Matters

Early legal input prevents costly disputes, delays, and regulatory penalties. Advice at the design stage, before contracting, restructuring, raising capital, or bidding for government work, expands your options and reduces remediation later. We help you test scenarios, structure protections, and build documentation that stands up under review. When an issue does arise, prompt action preserves evidence, maintains eligibility, and narrows the path to efficient resolution.

Key Considerations for ACT Businesses

Government procurement, grant, and panel frameworks impose strict compliance, audit trails, and flow‑down obligations.
ASIC governance and disclosure require accurate records, timely filings, and board‑level oversight.
Privacy and cyber resilience under the APPs are essential for operational continuity and contractor eligibility.
Capital raising relies on careful use of exemptions, clear investor disclosures, and audit‑ready processes.
Duty, consent, and novation issues can impact timelines and value in property and M&A transactions.

Your Path to Confidence Starts Here

Book a confidential consultation with our Corporate & Commercial Law team in Canberra. We’ll help you structure deals, manage risk, secure approvals, and achieve growth with clarity and control, backed by governance, documentation, and dispute strategies built for the ACT environment.

Call us at +61 2 6188 3600
Email us at hello@chamberlains.com.au

Contact our office:

Canberra

Level 8 224 Bunda Street, Canberra ACT 2601

FAQ

⁰¹What is an ABN?

An ABN is a 11-digit number issued to all entities registered in the Australian Business Register. Issued by the ATO, all businesses, irrespective of size or corporate structure, are required to have a registered ABN. This includes sole traders, companies, trusts, and partnerships.

The benefit of having an ABN is that an ABN is unique to each business and therefore serves as a useful identification tool. This is particularly so since ABNs must be displayed on all business correspondence. An ABN also reveals a business’s status, with ABNs listed as either ‘active’ or ‘cancelled’. A cancelled status indicates that the business has ceased trading.

⁰²What is an ACN?

An ACN is a 9-digit number issued to all companies. ASIC issues an ACN when a body becomes registered as a company under Corporations Law. As with an ABN, a company’s ACN must be displayed on all business correspondence.

A company is different to a business. A company is a legally separate entity, distinct from its owners (shareholders) and managed by directors. Importantly, a company which conducts business activities will have both an ACN and ABN.

Like an ABN, an ACN is a useful identification tool which allows shareholders, suppliers and consumers identify a particular company.

⁰³What is the difference between a Partnership and a Joint Venture?

A partnership is where two or more individuals or companies carry on an ongoing business as a partnership. It is usually limited to 20 partners and is not a separate legal entity. In a partnership, the parties have joint interests in the project and are jointly and severally liable for the project’s expenses.

A joint venture is where two or more individuals or companies may carry on a business as a joint venture. A joint venture is not limited by size. This is typically used for temporary agreements and allows all parties to mutually benefit from a specific agreement.

You can read more about partnerships and joint ventures here.

⁰⁴Pty & Ltd – what does it actually mean?

The ‘proprietary’ in ‘proprietary limited’ prefers to the company being private – meaning that a limited number of shareholders own the shares of a specific company. Private companies may only have up to 50 shareholders and are only required to have one director. A private company cannot be listed on the Australian Stock Exchange and is precluded from offering its share to the general public, which makes raising capital much more difficult for them.

The ‘limited’ in ‘proprietary limited’ refers to limited liability – the fact that a shareholder’s legal responsibility for a company’s debts or liabilities is limited to the number of shares owned. Plainly, if a company becomes insolvent, the shareholders will only be liable to lose the money they used to purchase their shares. In some cases where a shareholder has partly paid for shares, they are required to pay the remaining money they owe for those shares.

An alternative to a company limited by shares is a company limited by guarantee. In these companies, members agree to a certain amount of legal responsibility upon becoming members. In other words, they agree to guarantee a certain amount of liability to the company.

You can read more about Pty Ltd here.

⁰⁵What is a “going concern” for tax purposes?

A “going concern” is an Australian Tax Office (“ATO”) invention that allows the sale of a business to be a GST-free transaction. It is always highly desirable to both buyer and seller in a sale of business – it means no GST, and it gives certainty to both parties as to what they are paying and what they are receiving. However, there are many rules and requirements for a sale to be a GST free going concern that need to be considered before you enter into a sale contract.

GST is often the last thing on your mind when you are negotiating the sale or purchase of a business. Whether the price you have negotiated is GST inclusive or exclusive can be easily forgotten in the excitement, or both parties will simply assume that business sales are GST-free without considering all of the elements of what is a “going concern”.

You can read more about “going concerns” for the purposes of selling your business here.

Navigating the legal landscape in ACT can be complex for businesses. At Chamberlains Law Firm, our commercial lawyers specialise in providing tailored commercial law services for Canberra and businesses all around ACT.

Make the right move for your business. Reach out today.

We picked the most highly specialised and talented lawyers.

Angela Backhouse

Director

Ben Hatte

Director

Kayla Newell

Senior Associate

Antonia Tahhan

Senior Associate

Liam Garty

Associate

Isabella Turner

Lawyer

Our process

01Initial Business Consultation

02Review & Strategic Planning

03Formal Engagement

04Implementation & Transaction Support

05Ongoing Governance & Compliance

We support

01Business Owners

02Start-up Founders

03Shareholders

Our services

Risk Assessment & Readiness

Incident Response & Breach Management

Compliance, Policies & Contracts

Commercial Leasing & Transactions

Sales, Acquisitions & Due Diligence

Development & Planning Interfaces

Commercial & Contract Disputes

Property, Leasing & Construction Disputes

ADR, Arbitration & Mediation

Deal Structuring & Term Sheets

Due Diligence & Risk Allocation

Regulatory & Post‑Completion

Protection & Registration

Commercialisation & Licensing

Enforcement & Brand Integrity

Projects, Tenure & Access

Regulatory & Environmental

Supply, Offtake & Infrastructure

Entity Setup & Fit‑For‑Purpose Design

Reorganisations & Restructures

Governance Alignment

Boards, Policies & Reporting

Regulatory Engagement & Audits

Risk & Controls Integration

Seed, Venture & Private Placements

Disclosure & Regulatory Pathways

Post‑Raise Governance & Use of Funds

Deadlocks & Oppression Claims

Share Sale & Drag/Tag Mechanics

Remedies & Exit Pathways

Asset & Business Sales

Due Diligence & Transition

Completion & Post‑Completion

Contracts, Performance & Termination

Misleading Conduct & Consumer Law

Negotiation & ADR

Compensation Client

Conveyancing Client

Estate Administration Client

Personal Injury Client

Workplace Law Client

Family Law Client

Insurance Client

Personal Injury Client

Workplace Law Client

Clear Strategy for Canberra Businesses

What This Practice Area Covers

Local Expertise That Makes a Difference

Proactive Risk Management for ACT Businesses

Customers & Suppliers

Employees & Contractors

Borrowers & Lenders

Client Care That Goes Beyond Legal Advice

Angela
Backhouse

⁰¹Initial Business Consultation

⁰²Review & Strategic Planning

⁰³Formal Engagement

⁰⁴Implementation & Transaction Support

⁰⁵Ongoing Governance & Compliance

⁰¹
Business Owners

⁰²
Start-up Founders

⁰³
Shareholders