LSV Borrello Lawyers have an experienced team of lawyers who deal with all aspects of commercial law. We advise clients in diverse sectors on a wide range of commercial transactions and documentation.

We regularly adapt standard form contracts and prepare bespoke contracts and commercial structures to suit unique, complex and innovative projects and to comply with legislation and regulatory requirements, across a broad range of industries.

We focus on providing commercial solutions that suit the circumstances of our clients.

Our extensive experience in acting for public and private companies, individuals and statutory authorities forms an ideal foundation for providing clients with pragmatic commercial advice. Our experience covers the following areas:

Business & Corporate Structuring

A core service offering of LSV Borrello Lawyers is assisting our clients, in conjunction with their financial advisers, in structuring their business affairs to meet both their immediate and long-term goals – aimed at providing flexibility, tax effectiveness and asset protection.

Our services cover not only initial formation, but also on-going structuring, including day-to-day operational issues and exit strategies and mechanisms.

Our services in this area include:

  • Overall business structuring advice, considering the interdependence of the various key component parts of business structures to protect valuable intellectual property and other rights
  • Drafting specialised Company constitutions
  • Drafting information memoranda and share allotment agreements
  • Preparation and lodgement of documents with the Australian Securities and Investments Commission
  • Drafting various types of trust deeds, from family and discretionary trusts, to unit trusts and hybrid trusts
  • Drafting and providing associated contract law advice in connection with:
    • Partnership agreements
    • Shareholders agreements
    • Unit-holders agreements
    • Joint venture agreements
  • Advising on directors’ and shareholders’ duties, rights and obligations
  • Preparation of a broad suite of general business documents, including:
    • Management agreements
    • Employment and contractor agreements
    • Supply agreements
    • General terms and conditions of trade
    • Privacy policies

Corporate Compliance & Governance

A significant part of our business is assisting corporate clients with their governance and compliance issues which arise in the course of their business.

Our focus is on providing a complete legal solution for our clients, from front-end (identifying and rectifying areas of legal exposure, creating appropriate corporate structures) to back-end support with compliance and regulatory issues.

By promoting a close working relationship between our staff and clientele, and placing an emphasis on frankness and transparency, LSV Borrello Lawyers is able to effectively preserve, protect and promote the commercial interests of our clients, and assist in the implementation of commercial strategies designed to ensure strong and sustainable profitability and growth.

Our corporate compliance and governance services include:

  • Reviewing, preparing, amending and interpreting Constitutions and various forms of Trust Deeds
  • Share issues and buy-backs, inclusive of dealing with rights of pre-emption, drafting information memoranda and share allotment agreements
  • Reviewing, preparing and interpreting Shareholder Agreements, for a broad range of business-types, including deeds of accession
  • Advising on continuing directors’ and shareholders’ duties, rights and obligations
  • Reviewing and preparing operating policies and procedures
  • Advising on, and preparing, powers of attorney and delegations of authority
  • Advising on insolvent trading concerns
  • Advising on matters relating to director’s and shareholders’ meetings, and preparing relevant notices of meetings and/or resolutions
  • Preparation and lodgement of documents with the Australian Securities and Investments Commission
  • Advising on trade practices compliance, inclusive of retail price maintenance issues, supply chain restrictions, unconscionable conduct, misleading and deceptive conduct issues, unfair contract terms, and preparation of Notifications in connection with otherwise illegal exclusive dealings

Contracts

Our commercial team’s wide, long-standing, and varied experience across a broad range of industries, means that we are regularly required to prepare, review and/or provide advice on a many types of commercial contracts and arrangements.

This includes adapting or preparing standard form contracts, as well as preparing specialised contracts to suit unique, complex and innovative projects. All of our drafting is aimed at ensuring compliance with legislation and regulatory requirements.

Examples of the contract preparation and review we regularly undertake, include in relation to the following types of contracts:

  • Standard terms and conditions of supply of goods/services
  • Distribution and supply agreements
  • Franchise agreements
  • Licensing agreements
  • Management agreements
  • Employment agreements
  • Contractor and sub-contractor agreements
  • Consultancy contracts
  • Manufacturing contracts
  • Software and IT service agreements

Acquisition & Sale of Business and Companies

Our commercial team is regularly involved in acquisitions and sales of businesses, whether as stand-alone business sales or the sale of the underlying entity ownership.

LSV Borrello Lawyers Commercial Team has the experience and contacts to deal with the vast array of different legal and commercial issues that arise, including how to best structure the transaction to meet our clients’ requirements.

Our experience covers a wide range of different industries, ranging from manufacturing to retail, provision of goods to provision of services, and the sale of real estate agencies.

The commercial acquisition and sales services we offer include:

  • Due diligence enquiries and reports, for both sellers and buyers
  • Sale and purchase contract preparation and review, for both sellers and buyers
  • Preparation and advice on options to buy/sell
  • Advice on, and preparation of, restraint of trade and non-competition deeds
  • Dealing with assignment of key contracts
  • Dealing with transferring employees and their entitlements
  • Attending to preparation and lodgement of company forms with the Australian Securities and Investments Commission
  • Dealing with transfer of intellectual property, such as business names, trademarks, franchise and license agreements
  • Attending to discharge of third party security interests
  • Advising on how to deal with rights of pre-emption
  • Negotiation, dispute resolution and litigation support
  • Assisting in the settlement and completion of the sale

Finance & Securities

It is often the case that financing is a requirement for the operation of many businesses, whether that finance is secured internally or from third parties.

Our commercial team has the experience to advise on, and prepare, documentation relating to the provision of finance and securing its repayment.

Our finance and securities services include:

  • Reviewing and advising on financing letters of offer, loan agreements and securities arrangements
  • Provision of guarantee advice
  • Preparing and negotiating loan agreements
  • Preparing Acknowledgments of Debts
  • Drafting and registering, as required, security documents such as general security agreements (registered on the Personal Property Securities Register), mortgages and caveats
  • Enforcing financing arrangements, including way of issue of statutory demands

Wills & Estates and Succession Planning

Our estate planning team provides advice in all areas of succession planning, both in the business and personal spheres. It is true to say that often the work for many of our clients spans both of these spheres, to ensure a complete succession plan is implemented.

Our team has close associations with many financial planners and accountants, and works closely with them to provide comprehensive succession planning solutions for our clients.

With the variety of business and investment structures now generally in use in the personal and business arenas, it is not always easy to appreciate that you may not own what you want to give away upon your death.

LSV Borrello Lawyers will help you identify what you own, as well as assist you to determine how to best go about ensuring that your wishes are carried into effect, so you can protect your family’s interests. We will also help you determine what protection may need to be put into place for those times when you or a loved one may not be able to look after your/their own interests.

Our lawyers are also experienced in providing advice and representation pertaining to inheritance and estate disputes.

Our succession planning services include:

  • Assisting in the preparation of business and family succession strategies and plans
  • Preparing Wills (from the simple to the highly complex)
  • Preparing testamentary trusts
  • Documenting letters of wishes
  • Documenting life interests
  • Preparing and advising on enduring powers of attorney
  • Preparing and advising on enduring powers of guardianship
  • Dealing with deceased estates, whether by way of Probate or Letters of Administration
  • Challenging Wills
  • Preparation of partnership-type arrangements/staged buy-outs
  • Preparing put and call options, including assisting in organising insurance funding through third-party brokers

Intellectual Property

Intellectual Property (IP) is one of the most important assets of any business. From documented systems and procedures to designs, trademarks and logos, the registration and protection of the material comprising the identity and reputation of a business is essential to its continued viability and profitability.

Our IP services include:

  • Identification of intellectual property
  • Registration of trademarks
  • Coordination of patent and registered design protection
  • Litigation support
  • IP transfers
  • Licensing of IP
  • Software licensing
  • Due diligence

Franchising

Our franchising team, is highly experienced in all areas of franchising law.

The team provides clients in the franchising industry with sound and pragmatic business advice which takes into account the complex and often shifting rules that affect franchises operating in Western Australia and nationally.

Working closely with accountants and franchise consultants, we often provide training to franchise groups to ensure legislative requirements are understood and complied with, as well as assisting prospective franchisors to turn a great business idea into a model that can be replicated, and expanded through the sale of individual franchise units.

For franchisees, we utilise our intimate knowledge of the franchising industry to ensure that clients are fully informed as to the risks, responsibilities and opportunities that are an inherent part of the franchise model.

Our Franchising services include:

  • Protection of trademarks and other IP
  • Business structure
  • Establishment of new franchise systems
  • Acquisition and sale of existing franchise systems
  • Franchising Code of Conduct and trade practices compliance
  • Maintenance and updating of documentation
  • Granting of franchises
  • Master franchises
  • Area development agreements
  • Sale and transfer of franchise units
  • Leasing of premises
  • Litigation support
  • Dealing with termination and breach issues
  • Supply chain issues