Commercial & Business Lawyers, Melbourne

Commercial and business law at Hanlons

Most owner-operated businesses do not need a panel of lawyers; they need a steady commercial adviser who understands the business, knows its history, and can be relied on when a decision needs to be taken quickly and correctly. Our practice is built around that relationship. We act for businesses we have advised for many years — on incorporation, on the contracts they sign, on the property they occupy, on the disputes they face, and ultimately on the way they sell or pass on the enterprise to the next generation.

The work is practical. Commercial advice that does not address tax structuring, the parties' real bargaining position, or the way a clause will operate when something goes wrong is of limited use. Where the matter requires it, we engage with the client's accountant, financial adviser or specialist counsel, and we are comfortable conducting that interface so the client receives a single, coherent recommendation.

Business sales and acquisitions

A business sale is rarely a one-document transaction. The decisions made at the outset — whether to structure the transaction as an asset sale or a share sale, how the price is allocated, what is included in goodwill, what assumptions underpin any earn-out, and how the lease and key contracts transfer — determine the work that follows and the tax outcome on both sides.

• Asset sale or share sale — advising on the appropriate structure having regard to tax, transfer of contracts, employment continuity, statutory licences and the treatment of liabilities.
• Due diligence — conducting legal due diligence on contracts, leases, intellectual property, employment arrangements, regulatory approvals and litigation; or, on the sell side, preparing the disclosure materials and addressing issues before they reach the buyer.
• Sale and purchase documentation — drafting and negotiating the contract of sale, deed of assignment, transitional services arrangements, escrow and completion mechanics.
• Restraints and warranties — framing restraints of trade that are enforceable in Victoria, and calibrating warranty and indemnity protection proportionate to the price and the risks identified in due diligence.
• Assignment of leases and key contracts — obtaining landlord and counterparty consents, negotiating any required amendments, and coordinating completion so the business continues to trade without interruption.

Commercial contracts

The contracts a business uses every day — with suppliers, customers, service providers, agents and distributors — are where most commercial risk crystallises. Our approach is to draft clearly, to allocate risk in a way that the client can actually live with, and to keep documents short enough that the people running the business will read them.

• Supply and service agreements — scope, deliverables, pricing mechanics, service levels, liability caps and exclusions, intellectual property ownership, and exit.
• Terms and conditions — standard-form terms of trade and customer-facing terms, drafted to comply with the Australian Consumer Law's unfair contract terms regime and the small-business provisions.
• Agency and distribution — territory, exclusivity, minimum performance, commission and termination, with attention to the Competition and Consumer Act 2010 (Cth) and franchising overlay where relevant.
• Risk allocation and dispute avoidance — warranties, indemnities, insurance requirements, dispute-resolution clauses and governing-law provisions designed to resolve disagreement without litigation where that is achievable.

Companies, partnerships and structures

The right structure depends on what the business does, who owns it, how profits are to be shared, and where the business is likely to be in five or ten years. We advise on incorporation and structuring, and on the documents that govern the relationships between the people involved.

• Company structures — proprietary companies, holding-company arrangements, and the use of separate entities to quarantine risk between operating, asset-holding and intellectual-property functions.
• Unit and discretionary trusts — trust deeds, appointor and trustee succession, and the interaction between trust structures and the client's personal estate plan.
• Partnerships and joint ventures — partnership agreements under the Partnership Act 1958 (Vic), incorporated and unincorporated joint ventures, and profit-share arrangements with employees and key consultants.
• Shareholder arrangements — shareholders' agreements addressing board composition, reserved matters, dividend policy, capital raising, pre-emption, deadlock, drag-along and tag-along, and exit.
• Succession planning considerations — ensuring the constitution, trust deed and any shareholders' agreement work coherently with the owners' wills, powers of attorney and superannuation nominations.

Directors, shareholders and business owners

The duties of a director under the Corporations Act 2001 (Cth) are exacting, and they apply with equal force to the owner-director of a small private company. We advise on the practical discharge of those duties — the duty of care and diligence, the duty to act in good faith and for a proper purpose, the obligations on insolvent trading, and the protections available where directors act on properly informed advice.

We also act in shareholder disputes, including disagreements between equal shareholders, oppression of minority interests under sections 232–234 of the Corporations Act, deadlock under shareholders' agreements, and applications to wind up on just-and-equitable grounds. Many such disputes can be resolved by a negotiated buy-out implemented under existing shareholders'-agreement machinery; where they cannot, we prepare and conduct the necessary proceedings.

Franchising

Franchising in Australia is governed by the Franchising Code of Conduct under the Competition and Consumer Act 2010 (Cth). The Code imposes prescriptive disclosure, cooling-off and good-faith obligations on franchisors, and a non-trivial set of procedural requirements on both sides of a franchise transaction. The Code is updated periodically — most recently in 2025 — and franchise documents need to be reviewed against the current Code, not the one that applied when the system was established.

• Franchise purchases — reviewing the disclosure document, franchise agreement, lease or licence to occupy, and any guarantees required of directors and their spouses; advising on the cooling-off and termination rights available to the franchisee.
• Franchise sales and resales — coordinating franchisor consent, disclosure to the incoming franchisee, novation or assignment of the franchise agreement, and assignment of the lease.
• Franchise agreements and disclosure — advising franchisors on the preparation of disclosure documents, key facts sheets and franchise agreements that comply with the Code.
• Franchise disputes — acting on disputes over territory, performance, renewal and termination, including mediation under the Code's dispute-resolution procedure.

Property and leasing for business

For most businesses the lease is the second-largest commitment after employment. We advise tenants and landlords on retail and commercial leases under the Retail Leases Act 2003 (Vic) and under common law where the Act does not apply, including new leases, lease renewals, market-rent reviews, lease assignments and surrenders, and disputes over make-good and outgoings. Our focus is on terms the client can live with for the full term, not just the headline rent.

Business succession and exit planning

For an owner-operated business, succession is the single most consequential commercial decision the owners are likely to make, and it interacts directly with their personal estate plan. Whether the intended exit is a third-party sale, a transition to the next generation, or a buy-out by existing management, the planning should begin years before the event. We work with clients to align the company constitution, shareholders' agreement, trust deeds and personal wills so that ownership and control pass in the way the owners intend, on the timetable they intend, and without unnecessary tax cost.

Family-business succession raises a further set of issues — the equitable treatment of children inside and outside the business, the use of testamentary trusts to hold business interests, buy/sell arrangements funded by life insurance, and the interaction with binding death benefit nominations on superannuation. We address those issues alongside our wills and estate planning practice.

How Hanlons assists

We act for businesses ranging from start-up structures and owner-operated practices through to established family enterprises with multi-generational ownership. Initial conferences are conducted in our Collins Street office or by telephone or video. Scope and fees are discussed at the outset and confirmed in writing. For ongoing commercial work we maintain a continuing relationship with the business so that advice is informed by its history rather than starting from a cold file each time.

What to bring

• A brief description of the business, its ownership and how long it has operated.
• Current constitution, trust deed or partnership agreement, as applicable.
• Any shareholders' agreement, unitholders' agreement or joint venture deed.
• Recent financial statements and the most recent ASIC company extract.
• Copies of the contracts, lease or franchise documents relevant to the matter.
• For a sale or acquisition: the latest version of any heads of agreement, term sheet or letter of intent.
• For a dispute: relevant correspondence, board minutes and any notices already issued.
• Names of the client's accountant, financial adviser and any other professional advisers we should liaise with.

Related services

Our commercial practice connects directly with our succession work. We frequently advise the same client on their business and on their wills and estate planning, and the firm later assists with probate and deceased estates and, where they arise, with contested wills and TFM claims. To discuss a specific commercial matter, please contact our office.