Corporate & Commercial Law Canberra

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.

Mergers and acquisitions (M&A) are a cornerstone of corporate strategy in Australia, enabling businesses to expand, diversify, and adapt to changing market conditions. These transactions typically take the form of either a merger, where two companies combine to operate as a single entity, or an acquisition, where one company purchases another’s shares or assets. Both approaches aim to create value through increased market share, operational efficiencies, and strategic growth.

Australia’s M&A landscape is governed by a robust legal framework designed to ensure transparency, protect stakeholders, and maintain fair competition. Key legislation includes the Corporations Act 2001 (Cth), which regulates corporate conduct and takeover processes, and the Competition and Consumer Act 2010 (Cth), enforced by the Australian Competition and Consumer Commission (ACCC) to prevent anti-competitive outcomes. Foreign investment transactions may also require approval under the Foreign Acquisitions and Takeovers Act 1975 (Cth), overseen by the Foreign Investment Review Board (FIRB).

Successful M&A transactions demand careful planning, thorough due diligence, and compliance with regulatory requirements. From structuring the deal and negotiating terms to securing approvals and managing post-completion integration, legal guidance is essential to navigate the complexities and mitigate risks.

Why M&A Matters

Mergers and acquisitions (M&A) are a vital tool for businesses seeking growth, diversification, and competitive advantage. Whether through a merger that combines two companies into a single entity or an acquisition where one company purchases another’s shares or assets, these transactions can unlock new markets, enhance operational efficiencies, and create long-term value.

Our Expertise

Navigating an M&A transaction requires strategic planning and legal precision. Our team provides end-to-end support, including:

• Deal Structuring – Advising on the most effective transaction structure.
• Due Diligence – Identifying risks and opportunities before you commit.
• Regulatory Compliance – Managing approvals from ACCC, FIRB, and other authorities.
• Negotiation & Documentation – Drafting and negotiating agreements that protect your interests.
• Post-Completion Integration – Ensuring a smooth transition after the deal closes.

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.

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.

We understand that the right structure is the foundation of success. Whether you’re launching a new venture, restructuring an existing business, or planning for growth, our team provides tailored legal solutions to ensure your structure supports your goals and complies with all regulatory requirements.

Our Structuring Expertise Includes:

• Business Formation & Entity Selection
  Guidance on choosing the most suitable structure based on your objectives, tax considerations, and liability protection.
• Corporate Governance Frameworks
  Drafting constitutions, shareholder agreements, and governance policies to ensure clarity and compliance.
• Restructuring & Reorganisation
  Assistance with mergers, acquisitions, and internal reorganisations to optimise efficiency and reduce risk.
• Tax & Asset Protection Strategies
  Collaborating with accountants and financial advisors to implement structures that safeguard assets and minimise tax exposure.
• Regulatory Compliance
  Ensuring your structure meets all legal obligations under corporate, tax, and industry-specific laws.

Strong corporate governance is essential for building trust, ensuring compliance, and driving sustainable growth. At Chamberlains Law Firm, we provide expert guidance to help businesses establish and maintain governance frameworks that meet legal obligations and support strategic objectives.

Our Corporate Governance Services Include:

• Board & Director Advisory
  Guidance on directors’ duties, board responsibilities, and best practices for effective decision-making.
• Governance Framework Development
  Drafting and implementing constitutions, charters, and governance policies tailored to your business structure.
• Shareholder Agreements & Rights
  Preparing agreements that clearly define shareholder rights, obligations, and dispute resolution mechanisms.
• Compliance & Regulatory Support
  Ensuring adherence to Corporations Act requirements, ASX listing rules, and other relevant regulations.
• Risk Management & Reporting
  Assisting with risk frameworks, disclosure obligations, and reporting standards to maintain transparency and accountability.

Securing the right funding is critical for business growth and sustainability. At Chamberlains Law Firm, we provide comprehensive legal support for businesses seeking to raise capital, ensuring compliance, transparency, and strategic alignment with your objectives.

Our Capital Raising Services Include:

• Structuring Capital Raising Transactions
  Advising on the most effective structure for equity or debt financing, tailored to your business needs.
• Private Equity & Venture Capital
  Assisting with negotiations, term sheets, and investment agreements to protect your interests.
• Public Offerings & IPO Preparation
  Guidance on regulatory requirements, disclosure obligations, and documentation for listing on the ASX or other exchanges.
• Shareholder & Investor Agreements
  Drafting agreements that clearly define rights, obligations, and exit strategies for investors.
• Regulatory Compliance
  Ensuring adherence to the Corporations Act, ASIC requirements, and fundraising regulations.
• Risk Management & Due Diligence
  Conducting thorough due diligence and implementing strategies to mitigate legal and financial risks.

Disputes between shareholders or within management can disrupt operations, damage value, and erode trust. At Chamberlains Law Firm, we resolve corporate conflicts efficiently, protecting your interests, stabilising governance, and preserving business continuity.

Our Dispute Resolution Services Include

• Shareholder Disputes
  Advice and representation in disputes over dividends, management decisions, access to information, or strategic direction.
• Oppression Claims (Minority & Majority Shareholders)
  Acting for shareholders to address conduct that is unfairly prejudicial or discriminatory, and defending companies/respondents against such claims.
• Deadlock Resolution
  Strategies to break board or shareholder decision-making stalemates and restore operational effectiveness.
• Breach of Directors’ Duties
  Claims involving conflicts of interest, misuse of position or information, and failures to act with care and diligence.
• Contractual & Governance Disputes
  Enforcement and interpretation of shareholder agreements, constitutions, buy–sell mechanisms, and board charters.
• Mediation & Alternative Dispute Resolution (ADR)
  Facilitated negotiation, private mediation, and expert determination to resolve disputes cost‑effectively.
• Litigation & Court Representation
  Robust advocacy in courts and tribunals when negotiated outcomes are not feasible.

Whether you’re acquiring growth or divesting to realise value, transactions require careful planning, precise documentation, and disciplined execution. At Chamberlains Law Firm, we provide end‑to‑end legal support across asset sales and business acquisitions, protecting value, managing risk, and ensuring a smooth completion.

Our Transaction Services Include

• Deal Structuring (Share vs Asset Sales)
  Advice on the optimal structure considering tax, liability, regulatory approvals, and commercial goals (including carve‑outs and partial acquisitions).
• Due Diligence
  Comprehensive legal review across corporate, contracts, employment, IP, property/leases, privacy, regulatory licences, PPSR security interests, litigation, and insurance.
• Sale & Purchase Agreements
  Drafting and negotiating heads of agreement/term sheets and definitive agreements, including price mechanisms, warranties, indemnities, earn‑outs, and completion conditions.
• Regulatory & Approvals
  Guidance on Australian requirements (e.g., ASIC filings, competition/ACCC issues, FIRB for foreign investment, industry licences and notifications).
• Employment & Transfer of Business
  Managing employee transfers, entitlements, consultation obligations, restraint and confidentiality covenants, and contractor arrangements.
• Assets & Operational Transfer
  Assignments/novations of key contracts, IP and data transfers, plant & equipment, stock, customer lists, and vendor/supplier continuity.
• Property, Leases & Environmental
  Lease assignments, landlord consents, land tax and outgoings, environmental matters, and warranties around contamination and compliance.
• Tax, Duty & GST
  Transaction tax guidance (including GST treatment, going‑concern concessions if applicable, stamp duty on dutiable property, and withholding obligations).
• Finance, Escrows & Security
  Vendor finance, holdbacks/escrows, PPSR registrations, release of existing security interests, and satisfaction of banking conditions precedent.
• Completion & Post‑Completion
  Conditions, deliverables, settlement mechanics, completion checklists, updates to registers, announcements, and integration plans.

Buying vs Asset Acquisition: Key Considerations

Share (Equity) Purchase

• Acquire the company with all assets and liabilities (subject to negotiated risk allocation).
• Often simpler operationally. Contracts and licences may remain in place.
• Focus on warranties/indemnities, historical risks, tax exposures, and compliance.

Asset Purchase

• Selectively acquire assets and exclude undesired liabilities.
• Requires assignments/novations of third‑party contracts and landlord/consent processes.
• Careful treatment of GST, stamp duty, PPSR releases, and transfer logistics.

We help you weigh price, risk, speed, tax, and integration to select the right structure.

Disputes are a reality of doing business. The key is resolving them quickly, strategically, and with minimum disruption to operations and relationships. At Chamberlains Law Firm, we combine commercial acumen with strong advocacy to resolve disputes through negotiation, mediation, arbitration, or litigation.

Our Commercial Disputes Expertise

• Contract & Warranty Disputes
  Enforcement and defence of contractual rights, termination, repudiation, performance failures, and warranty/indemnity claims.
• Debt Recovery & Payment Disputes
  Demand strategies, statutory demands, security enforcement (including PPSA/PPSR), and settlement structures.
• Misrepresentation & Deceptive Conduct
  Claims involving misleading or deceptive conduct, false statements, and omissions under consumer law.
• Competition & Consumer Law (ACL)
  Unfair contract terms, product liability, false advertising, unconscionable conduct, and consumer guarantees.
• Franchise, Supply, and Distribution
  Disputes over compliance, termination rights, restraints, territorial rights, and supply continuity.
• IP, Confidentiality & Restraints
  Enforcement of IP rights, confidential information, trade secrets, and restraint of trade clauses.
• Corporate & Partnership Disputes
  Director/shareholder conflicts, oppression relief, deadlocks, buy‑sell mechanisms, and governance remedies.
• Technology, Privacy & Data
  Data breaches, privacy compliance, and cyber incident response.

Resolution Pathways

• Negotiation & Early Resolution
  Rapid factual analysis, leverage assessment, and settlement frameworks focused on commercial outcomes.
• Mediation & ADR
  Structured mediation, expert determination, and arbitration to achieve timely resolutions outside court.
• Urgent Relief
  Interlocutory injunctions (to restrain breaches, protect IP or confidential information), freezing orders, and search orders.
• Litigation
  Robust representation in courts and tribunals when negotiation is ineffective with clear strategy, disciplined evidence, and cost control.