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Business Lawyers in Melbourne
Commercial advice for people who own and run established businesses in Melbourne. Structuring, shareholder and partnership agreements, contracts, sales and acquisitions, and the disputes that follow when those documents are tested.
Advice from the people who run the disputes
Most business law advice is written by people who never see what happens when it fails. Ours is not. Commercial disputes are the larger part of what this firm does, and shareholder and partnership disputes are the larger part of that. We spend our time in the Victorian courts arguing about clauses that someone drafted years earlier, usually in a hurry, often from a template.
That is the perspective we bring to the advisory work. When we draft your shareholders agreement, we are drafting the document we would want to be holding if the relationship broke down. When we structure a business, we are structuring it against the failure modes we actually litigate.
We act for business owners, directors and shareholders in Melbourne and across Victoria under the Corporations Act 2001 (Cth) and the general law.
How the business is held, and what is exposed when something goes wrong.
The clauses that decide disputes: valuation, exit triggers, deadlock, restraints.
The agreements the business actually runs on, and where the risk really sits.
Due diligence, warranties and indemnities, earn-outs, and completion risk.
Acting for employers. Senior contracts, restraints and contested exits.
Oppression, deadlock and derivative actions when the relationship fails.
The dispute is usually decided before it starts
By the time two shareholders are arguing, the question of who wins has usually already been settled. It was settled by what the documents say, and more often by what they do not say.
Here is the part most business owners do not know. If you never put a shareholders agreement in place, you did not avoid having one. You accepted the default.
The default rules are a contract between you and your fellow shareholders. Nobody negotiated it. Nobody read it.
Where shareholders have not entered a shareholders agreement, their relationship is governed principally by the company's constitution, by the replaceable rules in the Corporations Act 2001 (Cth), or by a combination of both (section 134). Under section 140(1), a company's constitution and any replaceable rules that apply to it have effect as a contract between the company and each member, between the company and each director and company secretary, and between a member and each other member. The Act also provides remedies that operate independently of the constitution, including the oppression remedy in Part 2F.1.
That default governs your exit, your voting, and what happens when you disagree. It was written by someone who has never met you.
You already have one
Not having a shareholders agreement does not mean there are no rules. It means the constitution and the replaceable rules are your rules, and under section 140 they operate as a contract between each member and every other member. The question is never whether you have an agreement. It is whether you chose it.
The clauses that decide
How shares are valued on exit. What triggers a buy-out. What happens in deadlock. Who can transfer to whom. What a departing shareholder can and cannot do next. These are the provisions people skip when everyone is getting along, and they are the ones the whole dispute turns on later.
Drafted against failure
We know which clauses fail because we argue about them. The advisory work and the litigation sit in one team, so the document you get is the one we would want to be holding if the relationship broke down, not the one that is quickest to produce.
Proportionate to the risk, not to the checklist
Understand where you are exposed
Who owns what, through which structure, on what documents, and what happens to all of it if a relationship, a counterparty or a market turns. Most owners have a clear view of one of those and not the others.
Fix what carries risk
We prioritise by exposure, not by completeness. That usually means the shareholders agreement, the key contracts, and the way the valuable assets are held. You get a plain view of what we recommend, why, and what it costs.
Act when it is tested
Where a dispute starts, the same team runs it. Where a transaction happens, we execute it. Nothing is lost in a handover, because the documents were written for this.
Advisory work for Melbourne business owners
The three areas where getting it right early changes the outcome most.
Structuring & protection
How the business is held decides what is exposed when something goes wrong. We advise on structure, on holding valuable assets away from trading risk, and on the interaction between company structures, trusts and personal exposure.
Where a separation is in the pictureShareholder agreements
Board composition and reserved matters, valuation formulas, exit triggers, pre-emptive rights, deadlock mechanisms, dispute resolution and restraints. We draft them the way we would want to read them in court.
Shareholder disputesSales & acquisitions
Sale and purchase agreements, due diligence, warranties and indemnities, earn-outs, and the post-completion disputes that earn-outs produce. The value of a deal is often decided by the risk allocation nobody reads.
A plain read on where your business is exposed
Initial consultations are confidential and run by senior practitioners who will tell you what actually carries risk, and what does not.
Book a consultationShareholder and partnership disputes
Oppression, deadlock, derivative actions and the exits that turn hostile. The Act calls it oppressive conduct of affairs (Part 2F.1), and it is worth knowing that any member can apply, not only a minority holder.
The court's powers are wide and not a closed list. It can order a buy-out, regulate the conduct of the company's affairs, restrain a person from specified conduct, modify or repeal the constitution, or wind the company up. See shareholder disputes, director disputes and partnership disputes.
Workplace disputes for businesses
Our workplace practice acts for employers. Senior and executive contracts, restraints of trade, and the questions that arise when a key person moves on: what they are free to do next, and what they are entitled to take with them.
Where a departure puts client relationships or confidential information at risk, it becomes an injunction question before it is an employment one, and the first days tend to decide what is achievable. See urgent injunctions.
Trusted on the matters that mattered most
After speaking to many law firms, I felt that getting legal help was not for me. But my view completely changed after speaking with Special Counsel Peter Wood. He was knowledgeable, generous, kind, and genuinely caring. Peter listened with compassion and made me feel supported during a difficult time.
Highly professional, compassionate staff with a high level of knowledge and competence. Reliable, reassuring and there when you need them. Highly recommend.
I had a positive experience with Emily recently regarding a family dispute. I found her to be professional, knowledgeable and efficient. Her excellent communication skills made me feel comfortable and assured moving forward.
Questions business owners ask before they engage
The document you never wrote is still an agreement.
If you own or run a business in Melbourne and something is exposed, whether that is a document that was never written or a dispute that has already started, arrange a consultation and we will give you a plain read on where you stand.
See also: Shareholder Disputes, Director Disputes, Partnership Disputes, Urgent Injunctions.