Articles

LegalVision can provide businesses with advertising compliance assistance. Particular issues for business owners to consider include:

1. The methods of advertising that you are using will affect the considerations that need to be explored to determine if an ad is misleading or deceptive. The overall impression of an ad is what is important. Putting a disclaimer in the ‘fine print’ will often be insufficient to overcome a misleading impression given by the ad as a whole.
2. The type of message you wish to convey in your advertisement will affect how risky it is. Comparing a product/service to that of your competitor will often be a risky approach. So too will an advertisement that offers a product as being ‘on sale’ when the price was artificially high to begin with, or where there is an unreasonably low level of sale stock.

Many businesses will borrow funds to grow or manage their working capital requirements. To achieve this, the business will enter into a loan agreement with a lender (usually a bank). This loan may be secured or unsecured.

Banking and finance law is a complex area of law governed by a range of legislation. Make sure you understand what you’re signing up to when entering into a loan agreement and any associated security documents.

Buying or selling a business is always a significant event for the parties involved. Regardless of the business on offer, there will be legal issues and processes to look out for in the transaction. Seeking the advice of a specialist lawyer will take some of the complexity out of your business sale journey, and make sure that your interests are protected, both during the sale process and once the deal has been done.

As a buyer or purchaser, your main goals are to understand as much as possible about the business you are buying, to make sure the business performs as promised by the seller and to protect yourself against the seller setting up shop in competition against you. As a seller or vendor, you’ll want to secure a great return on your business and to avoid taking on unnecessary liabilities once the business is out of your hands. For both parties, closing a deal quickly can be crucial, so that you can start focusing on your new business – or the next one!

These articles from LegalVision’s specialist lawyers contain accessible information to guide you through the sale or purchase of a business. Our Sale of Business Team brings a wealth of experience from having supported clients in the sale and purchase of businesses across a wide range of industries. Before putting your business on the market — or starting your search for a new business to buy – read our articles to get across the important issues.

Our How to Sell Your Business Guide covers all the essential topics you need to know about selling your business.

Download our How to Sell Your Business Guide

Ensuring that you choose the most appropriate business structure for your business is of vital importance. There are generally two situations when a business owner will be faced with the necessity of choosing a business structure: when founding a business or during a significant period of growth. The business structure you choose will affect your legal risk, tax obligations, level of asset protection and legal costs.

There are four main business structures available to Australian businesses: sole trader, partnership, company and trust. Each structure has advantages and disadvantages and understanding these is important for business owners.

When reflecting on the appropriateness of a business structure, either when setting up your business or at an inflexion point in your business’s growth, you should ask yourself the following questions:

1. What are your business’s short, medium and long term goals?
2. Are you looking to generate an income stream through the payment of dividends or salaries, or are you looking to generate a capital return through the eventual sale of your business?
3. How will the structure in question affect your tax obligations?
4. What is the cost of setting up and maintaining the structure?
5. Will the structure help protect your assets and limit your personal liability?

We provide a huge range of resources to assist you with choosing the right business structure, but if you’ve got any questions and would like to speak to one of our structuring lawyers please get in touch.

LegalVision has a dedicated startup capital raising team which is recognised across the industry as one of Australia’s leading practices. Our capital raising team advises on hundreds of transactions each year, ranging from Seed rounds to Series C and beyond.

The LegalVision team acts for early stage startups, later stage startups and a variety of investors, including venture capital funds. As well as advising on equity capital raising transactions, we have deep expertise in venture debt deals, recapitalisations and business unit divestments for later stage startups.

Our equity capital raising services include:

• Drafting and reviewing deal documents – subscription agreements, shareholders agreements, side letters and agreements (for example, founder IP assignment deeds), corporate approvals, share issuance documents, simple agreements for future equity (SAFE) and convertible notes
• Negotiating – we negotiate from term sheet to closing, guiding both startups and investors through the process of raising equity capital

Our venture debt services include:

• Drafting and reviewing deal documents — facility agreements, security agreements, warrants, corporate approvals, conditions precedents and security registrations
• Negotiating – we negotiate from term sheet to closing, guiding both startups and investors through the venture debt process

Most Australian businesses enter into new contracts each day. Contracts can be formed by email, over the phone or even through conduct. It’s critical for a business to understand what it has agreed with other parties, so it is best practice to put commercial agreements in writing.

LegalVision’s articles offer useful guidance for anyone who has been provided with a contract and is considering what steps to take next, as well as tips to help you when preparing contracts for your business. Our contract lawyers draw on their experience to explain common issues across a wide range of business contracts.

Construction projects consist of many moving parts, with various stakeholders, including Principals or homeowners, financiers, architects, engineers, design consultants, tradespersons, project managers and certifiers. Due to the nature of construction projects, there are commercial and legal risks and challenges that are specific to the area. At LegalVision, our Construction and Infrastructure lawyers have expertise in dealing with these risks and challenges and advising various stakeholders on commercial and residential construction projects.

LegalVision’s Construction and Infrastructure lawyers regularly assist:

• owners and tenants carrying out commercial fitout and refurbishment projects, including:
  • preparing Australian Standards and bespoke construction contracts; and
  • reviewing and passing through provisions from Agreements for Lease and Leases;
• principals carrying out medium to large-scale commercial projects, from tender to completion, including:
  • selecting procurement strategies to best suit the principals’ needs;
  • preparing tender documentation and reviewing and assessing tender responses;
  • preparing or reviewing and negotiating construction contracts (including consultancy contracts, construct-only contracts, design-and-construct contracts, supply contracts, logistics contracts, project management contracts and private certifier contracts); and
  • administering construction contracts;
• subcontractors and suppliers involved in major infrastructure projects (both public and private), including:
  • reviewing major infrastructure construction contracts; and
  • negotiating with tier 1 building contractors;
• national and multinational medical equipment suppliers, including:
  • reviewing and negotiating construction contracts in relation to the supply and installation of medical equipment in hospitals; and
• developers, homeowners and contractors on residential building projects, including:
  • reviewing and negotiating industry standard lump sum and cost-plus contracts (including HIA, Master Builders Association and Australian Standards contracts); and
  • advising clients on key risks arising out of these contracts.

As with all of our lawyers, our Construction and Infrastructure team take a commercially pragmatic approach and address the key risks and deal-breaker issues arising from construction contracts and projects, saving our clients time and costs (particularly during contract negotiations).

LegalVision’s construction team has developed a body of articles that seek to clarify the complex issues facing participants on construction projects across Australia. They translate their expertise in construction law in a pragmatic, practical and commercial way, so that you can more easily identify, understand and manage the risks and challenges you may face.

If you have any questions or require assistance, our experienced Construction and Infrastructure lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 1300 544 755 or visit our membership page.

The Corporations Act 2001 (Cth) regulates companies in Australia, from their incorporation through to their winding up. A company differs from other business structures because it is a separate legal entity and has limited liability.

If you are a company director, it’s important to understand your duties under the Corporations ​Act​ and general law​, which include:

• acting in good faith;
• exercising care and diligence;
• avoiding conflicts of interest; and
• not trading while insolvent.

A director can be held personally liable for breaching their directors’ duties. In some instances, these duties can also extend to company officers (e.g. company secretary or senior management).

Your company will require certain legal documents to govern the relationship between the business and its shareholders.  The replaceable rules in the Corporations Act apply, or the Company can choose to supplement or replace these with a constitution and a shareholders agreement​. Both a company constitution and the replaceable rules will address matters such as:

• shares (including issue, transfer and sale);
• board meetings and quorum; and
• appointment and removal of directors.

​A shareholders agreement is a bespoke agreement between your company and its shareholders, with tailored provisions regarding shareholders​ and directors’​ rights​ and​ responsibilities,​ meeting requirements, share issue requirements, share sale requirements, share vesting, dispute resolution and company sale.

LegalVision’s experienced immigration lawyers can assist with a broad range of immigration matters including visa applications, waivers and planning immigration pathways. Whether you are looking to come to Australia on an employer sponsored work visa, a business visa or through the skilled migration program, it is important to obtain advice from a migration agent or immigration lawyer to ensure you have the best chance of success.

Our immigration team can assist with:

• business sponsorship;
• labour agreements and DAMAs
• temporary and provisional employer sponsored visas (subclasses 482 and 494);
• employer nominated visas (subclasses 186 and 187);
• Training Visas (subclass 407)
• Invited pathways (subclass 408 and 403)
• general skilled migration (subclasses 189, 190 and 491);
• business innovation and investor stream visas (subclasses 188 and 888);
• health waiver (PIC4007) submissions;
• corporate migration and international mobility needs;
• applicants who have character concerns;
• preparing submissions and waivers for PIC 4020;
• responding to natural justice letters;
• LGBTIQ visa applications, particularly with regards to adoption or surrogacy;
• student visas;
• family migration including partner, parent and child visas; and
• visa appeals, refusals and cancellations at the AAT and Federal Court.
  ministerial intervention

Three Main Visa Categories

General Skilled Migration and Employer Sponsored Visas: If you are a qualified and experienced professional, and you believe your skills will be in high demand in Australia, then you may be eligible to live and work here temporarily or permanently under the General Skilled Migration program.

Business Talent and Investor Visas: If you are a business owner, investor or entrepreneur, there are a number of visas to consider, both temporary and permanent. You may be eligible if you fulfil certain criteria, such as having assets (Between $800,000 to $15 million) to invest or start a business.

Personal Visas and Citizenship: This category of visas was created to assist individuals and families who may wish to be married to an Australian (living in Australia), to assist families, students, parents, single parents, temporary graduates and children.

The COVID-19 crisis is placing businesses under immense strain.

Staying on top of these rapidly evolving developments and understanding what they mean to your business, and to your legal obligations, is essential.

LegalVision has established this legal resource hub to help business owners, employers and HR professionals manage during this unprecedented period.

Latest Resources

COVID-19 Vaccinations and Workplace Rights (PDF)

There is little doubt that in today’s technology-driven economy, the protection of data and privacy generally is a key business risk. Whether you are a startup with global ambitions or a global organisation with local issues, data and privacy protection should form a central element of any business strategy.

Our lawyers are well placed to assist you with any issue you may have in relation to data and privacy protection. We seek to provide advice that is accurate yet commercially focussed. We have guided many businesses through the ever-changing complexities of data protection in Australia and beyond Australia’s borders.

We take the time to understand your risk profile and draw on our experience to shape solutions for you that conform to local regulations while allowing the flexibility you require to ensure your business grows. In times when your business may operate in one jurisdiction but store data in another, we work with you to ensure that your strategy is clear and that you understand both legal and regulatory issues.

Our understanding of the regulatory environment within which data and privacy protection operates in Australia is unparalleled and, where your business has global ambitions, we have a well-developed network of experts we can draw on to ensure that we add value to your business.

Commercial disputes are common — and, if you deal with them early, they shouldn’t cause too many issues for your business. LegalVision’s range of articles about disputes and litigation explain what to expect if you find yourself in a commercial disagreement.

LegalVision’s team has three simple tips to help you avoid time-consuming and expensive disputes:

1. Make sure your contracts are drafted in a way that contemplates common sources of dispute and reduces the risk of litigation. It’s good practice for your contracts to set out how the parties will deal with any disagreements (referred to as the “dispute resolution clauses” of a contract).
2. If a dispute arises, look out for opportunities to find a practical resolution. Litigation takes a lot of time, energy and resources. Settling a dispute before heading to court is often a positive outcome.
3. Work with a pragmatic disputes lawyer. Your lawyer should help you identify opportunities and strategies for resolving your dispute, but also have the experience to provide strong representation if litigation becomes necessary.

A pragmatic disputes lawyer will focus on resolving your dispute in a commercial and cost-effective way, so you can get back to doing what you do best: running your business. For more guidance about disputes and litigation, browse our articles on this topic.

Online law, e-commerce law, internet law – recent changes in technology such as the internet has drastically altered how businesses can now operate. The internet continues to alter both the way we do business and the types of business opportunities that are available.

Whether you are a service provider, developer, digital agency or just someone who has a good idea for an app, LegalVision is well placed to guide you through the legal needs that may be ahead of you.

LegalVision’s IT and online law team has written extensively on current issues for stakeholders as well as traps for younger players. We have sought to break down in a no nonsense manner the risks you might face as you implement your project, whether it be development of your mobile app or the handling of data across jurisdictions.

Our articles will help you identify issues early and avoid costly and stressful disputes, while allowing you to get on with growing and expanding your business.

Employment law affects all businesses with employees or contractors and is a complex area to navigate. In Australia, the Fair Work Act 2009 (Cth) governs employment matters. Employers generally need legal assistance in two key areas of employment: the drafting of employment and contractor agreements, and assistance with terminating employment contracts or dealing with the consequences of a termination.

Employment Contracts: It’s important that every employee in your organisation enters into an employment agreement. An employment contract will generally cover a range of matters, such as salary, leave and entitlements. Many employers will also want to include non-compete and non-solicitation clauses, to prevent employees from leaving and poaching clients and staff.

Employment Disputes: If an employment relationship doesn’t work out it can be necessary to terminate an employee’s employment. This needs to be done in accordance with all relevant laws, and working with an experienced employment lawyer in these circumstances is sensible. Businesses may also occasionally need assistance with unfair dismissal disputes.

Franchising is a business model where you (the franchisor) grant to another person (the franchisee) the right to market your brand and provide your particular goods or services in the way you require. The two parties enter into an agreement in which the franchisor licenses to the franchisee the right to market a brand and operate a business in accordance with the processes and systems of the franchise system. The franchisor will generally licence to a franchisee the right to use a particular franchise concept, trade marks and brand names, marketing, service and production methods.

Franchisors must provide a franchise agreement and disclosure document to prospective franchisees, along with other documentation such as an operations manual. In cases where there are premises involved, a lease or licence for the premises. These documents must comply with the Franchising Code of Conduct and set out exactly how the franchise will operate. It is vital that franchisors work with an experienced franchise lawyer when drafting or amending franchise documents. In a similar vein, it is important for prospective franchisees to ensure that the franchise documents they will be signing have been reviewed by a franchise lawyer.

Deciding to franchise your business or buy into a franchise network is a big commitment that attracts a unique set of challenges. Do your homework, research other businesses that have franchised successfully and familiarise yourself with your obligations to ensure your franchise thrives. Above all, identify experienced and trusted advisors who can take you through the process and help you to avoid the mistakes of others.

Information and communications technology is an area that has seen significant disruption over the last decade. As a startup in the legal industry, LegalVision prides itself on being at the forefront of developments in the technology space.

We invest time to understand your needs and employ an agile approach to providing legal solutions for your IT issues. Our IT law team has expertise in cloud computing, big data and the Internet of Things. We have also developed a niche practice focusing on crypto currencies and developments in mobile payments.

Our IT law team works closely with our Intellectual Property team, because we understand the importance of commercialising technology in a way that meets your business objectives. Our experience encompasses the full spectrum of information and communications technology. Whether you are an individual looking to negotiate your first contract with a developer to bring your application to life or you are an established vendor negotiating with the government, we have the experience and strategic nous to provide legal support for your project.

A key point of difference for LegalVision is that we collaborate with our clients to develop innovative solutions for their legal needs, including our Managed Service approach for large corporate and enterprise clients. These solutions draw on LegalVision’s capabilities in three core areas: legal expertise, technology and process design. LegalVision’s Legal Transformation team works closely with in-house legal teams to help improve the way legal services are being delivered to their organisations.

Businesses with a high volume of legal needs have traditionally been limited in their options for seeking legal support. For a long time, the main choice was outsourcing the work to a law firm, which would charge the client based on hourly rates. The NewLaw ecosystem is now unlocking a range of alternative solutions for these clients –- and LegalVision’s Managed Service offering is leading the charge in providing cost-effective and high-quality legal services at scale.

LegalVision’s lawyers work alongside our IT developers, process engineers and project managers to design ways of delivering legal services that create value for our clients.

Through our Design Jams and Sprint Assessments, we help businesses solve the most important legal process challenges they face. We can also improve the effectiveness of your legal function by providing quality legal support on a large scale, as well as offering custom legal apps, portals and platforms.

LegalVision’s Legal Transformation team designs end-to-end legal solutions for large corporates and fast-growing businesses. By drawing on a broad base of capabilities, we provide cost-effective legal support for higher-volume legal projects, without compromising on quality.

Intellectual property (IP) can be a significant asset for your business. Protecting your business’s’ IP is important. Some of the main ways in which your IP can be protected include:

• Trade marks: Obtaining a trade mark for your business’s name and logo is an important step in protecting your business’ image. Most businesses invest considerable time, effort and capital into building a brand. It makes sense to protect it, and ensure that competitors are prevented from exploiting your reputation.
• Patents: Businesses that create new and inventive products, methods or processes may be able to obtain patent protection. The requirements for getting a patent are strict and many inventions will not be patentable even if they are useful. To find out if you should consider seeking a patent, get in touch with our patenting team.
• Confidential Information: Every business has confidential information, whether it be customer lists or internal data. There are many ways to protect confidential information, for example through employment contracts or non-disclosure agreements.

Ultimately in order to protect your IP you will need to monitor for infringements vigilantly. This is something our IP lawyers can assist with, as well as enforcing your rights through the courts.

LegalVision’s media and entertainment team are experienced with the commercial and regulatory environment in which media and entertainment businesses operate. We can assist:

• content creators with distribution, defamation claims and intellectual property protection (including licensing, commercialisation and enforcement);
• individuals and businesses with contract reviews, drafting and negotiation;
• producers with film and media financing, production and commercialisation of content;
• advertising and marketing agencies with advertising compliance; and
• publishing companies with strategic commercial legal advice on rights and distribution.

Our media and entertainment lawyers have worked with entertainment and media companies, financiers, creators and distributors. We combine legal expertise and industry knowledge with technical know-how to deliver specialist advice in this sector. We can also assist with business structuring and employment law as it applies to the media, arts and entertainment space.

At LegalVision, we help not-for-profit and charity managers with a range of legal matters. We have experience in all commercial law areas, including:

• regulatory advice to ensure compliance with Commonwealth, State and Territory charities law and charitable fundraising laws
• business setup and structuring
• licence applications
• business as usual commercial contracts, including suppliers and service providers
• employment and WHS law assistance, particularly in dealing with volunteers and independent contractors
• advice in relation to privacy and data (including collection, storage and management of donor data)
• advising on federal charity tax concessions, including income tax, GST and FBT
• advising on state and territory tax concessions such as stamp, land and payroll tax
• guidance on fundraising tax implications, including duties, income tax, GST and reporting requirements
• guidance in respect of sponsorship and fundraising policies.
• ACCC and state and territory fair trading / departmental advice in relation to marketing, fundraising, advertising and campaign materials

Personal law matters can affect business owners and their operations. Particular issues for business owners to consider include the following:

1. Asset Protection and Tax Structuring: A key question for business owners is whether to set up a discretionary trust to own their shares in their company. A discretionary trust can help protect assets, and can be useful, for tax purposes.
2. Business Continuity: Businesses with two or more owner operators are at risk if one of the owner operators becomes ill or unable to work. Including buy/sell provisions in your shareholders agreement, or entering into a separate buy/sell agreement backed by appropriate insurance can deal with this issue.

Choosing and leasing the right commercial premises is of vital importance to businesses of all sizes. The document which sets out the rights and obligations of a landlord and tenant is a commercial lease, which will typically deal with issues such as the term of the lease, any option to extend the lease, the amount of rent payable and how the lease can be terminated.

It’s important your agreement reflects the requirements for a commercial lease in your state or territory. In particular, each state has different legislation governing retail leases. When entering into a commercial or retail lease, either as a landlord or tenant, it’s important to work with an experienced commercial leasing lawyer.

Competition and consumer law is an essential area of law for the Australian economy, but very few businesses know much about it. Competition law governs the interaction between businesses operating within the same market. The main piece of legislation is the Competition and Consumer Act 2010, which includes provisions that prohibit conduct by businesses that has the effect of restricting commercial activities (such as cartel conduct, misuse of market power and anti-competitive mergers).

Schedule 2 of the Competition and Consumer Act contains a national code for consumer protection called the Australian Consumer Law. The Australian Consumer Law regulates how businesses interact with consumers, including through marketing and sales practices. If your business deals with consumers, you need to understand your obligations under the Australian Consumer Law.

LegalVision’s articles help you navigate the technical terrain of competition law. Our articles will keep you updated about key issues in consumer law, from the rules for online reviews to influencer marketing.

LegalVision’s restructuring and insolvency team can assist you in dealing with the processes surrounding each stage of the personal or corporate insolvency process.

Whether you are a creditor seeking assistance in the recovery of a debt from an individual or a company, an individual looking for a personal insolvency agreement to avoid a formal bankruptcy,  or a director of a company in voluntary administration and are asking creditors to compromise their rights and enter into a deed of company arrangement, LegalVision can provide prompt and cost-effective advice and assistance.

LegalVision’s lawyers have a broad range of experience within the insolvency and restructuring industry. If you would like to request assistance with a personal or corporate insolvency matter, get in touch with our team today.

Startups are fast-growth companies that often use technology to transform a market. During all stages of the startup lifecycle, founders are likely to encounter a variety of legal issues. From inception, co-founders should have a shareholders agreement in place to set out how the business will be run. Many startups also attract top talent by setting up an employee share option plan. If you are looking to secure external investment to help fuel growth, you may – at various stages – consider raising funds from friends and family, angel investors, or from venture capital funds.

Know how much you want to raise and what you will use it for. Importantly, ensure that you protect your interests by drafting the appropriate legal documents such as a share subscription agreement and a term sheet.

Download our Startup Manual

In 2017, LegalVision launched a Startup Manual to assist founders and entrepreneurs launch and grow a successful startup. It is a comprehensive handbook for founders covering all stages of the startup lifecycle, the Startup Manual includes 10 case studies featuring Australia’s top VC fund partners and leading Australian startups.