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Business Sale and Purchase Lawyers in Melbourne
Legal advice for people buying or selling a business in Melbourne. Due diligence, the sale and purchase agreement, warranties and indemnities, restraints and completion, and the post-completion disputes a rushed deal tends to produce. Advised by the team that also runs those disputes, so the agreement is built to hold, not just to sign.
We draft the deal against the disputes we run
A business sale looks like a price and a handshake. It is actually a transfer of risk, and the price is only the part everyone agrees on. What the buyer is really acquiring, and what the seller is really warranting, is decided in the documents, weeks after the number is settled.
We act on both sides of that transfer. A large part of what this firm does is the disputes that follow deals: warranty claims, earn-out disagreements, restraint enforcement, and misleading-conduct claims over what was said before completion. That is the vantage point we bring to the deal itself. When we draft or review a sale, we draft it against the ways we have seen deals come apart.
We act for buyers and sellers of businesses in Melbourne and across Victoria.
Due diligence, structure, and the risk you would otherwise inherit.
Preparing the sale, the disclosures, and terms that protect you after.
Finding what the price should reflect, before it is fixed.
Warranties, indemnities, conditions and completion.
Deferred consideration, and where it goes wrong.
Protecting the goodwill you paid for.
You are buying the risk, not the price
Every business sale is a transfer of risk dressed up as a transfer of a business. The buyer wants the upside the seller has been running; the seller wants a clean exit with the money. The whole negotiation is really about who carries what if the business turns out not to be what it looked like. The price is the easy part. The risk allocation is the deal.
Two decisions carry most of it. The first is share sale or asset sale. Buy the company's shares and you buy the company whole, its history and its liabilities included; buy the assets and you choose what comes with them, but you take on transfer, consent and continuity issues instead. The second is the sale agreement itself: the warranties the seller gives, the indemnities that back them, the conditions, the disclosures, and what happens to the money after completion.
The price is what you agree on. The risk is what you sign.
And there is a trap on both sides that no clause fully closes. Under the Australian Consumer Law, a person must not, in trade or commerce, engage in conduct that is misleading or deceptive or is likely to mislead or deceive (section 18). That reaches what is said in the lead-up to a sale: the reassurances about turnover, key customers, the staff, or the reason for selling. You cannot contract out of it. An entire-agreement or non-reliance clause does not automatically defeat a section 18 claim, though it can bear on whether reliance was reasonable. For a seller, that means casual reassurances are representations you can answer for. For a buyer, it means the disclaimer you were asked to sign is not the last word.
Shares or assets
Buy the shares and you inherit the company whole, its history and liabilities included. Buy the assets and you choose what transfers, but take on consents, novations and continuity instead. The choice drives the tax, the duty and the shape of the whole agreement, so it is the first question, not a detail.
The words that carry it
Warranties are the seller's promises about the business; indemnities decide who pays if a promise fails; disclosure is what the seller carves out. Retention and earn-outs decide how much of the price waits behind those promises. This is where the money actually moves after completion.
The disclaimer trap
A vendor's reassurances before a sale can found a claim under section 18 of the Australian Consumer Law, which you cannot contract out of. A non-reliance clause helps, but it does not reliably shut the door. Both sides are better served by getting the representations right than by papering over them.
Built to hold, not just to sign
Understand what is changing hands
Share sale or asset sale, which liabilities and contracts transfer and which stay behind, and what the buyer is really paying for. Most sale disputes start with a mismatch here that nobody priced.
Put the risk where it belongs
Due diligence findings priced into the deal, warranties and indemnities that bite, conditions, retention and earn-out mechanics, and restraints that hold. Not every risk is the buyer's to carry, and not every one is the seller's to give away.
Complete, and stand behind it
Completion mechanics and the post-completion adjustments, and where a warranty, earn-out or restraint claim follows, the same team runs it. The agreement was written for that moment.
For buyers and for sellers
The same deal looks different from each side of the table. We act on both.
For the buyer
Due diligence that actually prices the risk, a structure that keeps the liabilities you diligenced out of your hands, and warranties and indemnities that mean something if the business is not what it looked like.
Contract disputesFor the seller
A clean exit is a drafting problem. Disclosure that protects you from a later claim, a warranty schedule you can stand behind, and restraints and earn-outs that are enforceable rather than aspirational.
Business lawWhen a deal turns
Warranty claims, earn-out disputes, restraint enforcement and misleading-conduct claims. The same team that drafts the deal runs the dispute if one starts, which is the reason the drafting looks the way it does.
Commercial litigationA plain read on the deal in front of you
Initial consultations are confidential and run by senior practitioners who will tell you what actually carries risk in the deal, and what does not.
Book a consultationStaff, premises and contracts
A business does not move cleanly. On an asset sale, employees do not come across automatically: employment with the seller ends and the buyer chooses whom to re-employ, and where employees transfer, the transfer-of-business rules in the Fair Work Act 2009 (Cth) (Part 2-8) can carry entitlements and certain instruments to the buyer.
The premises usually need a lease assignment or a new lease, and key contracts and licences often need the counterparty's consent. These are the parts of a deal that are boring until they are missed. See commercial leases.
The cost of the structure
How a deal is structured changes what is payable. A sale of a business as a going concern can be GST-free where the requirements in the GST Act (section 38-325) are met, including that the parties agree in writing. A share purchase of a company that holds Victorian land can attract landholder duty under the Duties Act 2000 (Vic).
And from 1 January 2026 a mandatory ACCC merger-approval regime applies to acquisitions above the thresholds, though most privately held business sales fall below them. We work these into the structure early, with your accountant where tax is involved, because by completion the structure is fixed and so is the bill.
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.
Absolutely brilliant firm! Sarah was handling our matter and was incredibly thorough, communicative and clear from start to finish. Pentana Stanton really stood out as competent and integral in getting my matter resolved. I would highly recommend this firm.
Questions buyers and sellers ask
Last reviewed August 2026. Statutory references are current to the Competition and Consumer Act 2010 (Cth) Compilation No. 165 (1 July 2026), the Fair Work Act 2009 (Cth) Compilation No. 73 (7 July 2026), the A New Tax System (Goods and Services Tax) Act 1999 (Cth) Compilation No. 96 (1 January 2026), and the Duties Act 2000 (Vic) version in force 24 June 2026. This page is general information, not legal advice.
The price is the easy part.
If you are buying or selling a business in Melbourne, the value we add is greatest before the terms are set. Arrange a consultation and we will give you a plain read on the deal: what to diligence, what to warrant, and where the risk really sits.
See also: Business Law, Corporate Law, Contract Disputes, Commercial Leases.
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