Commercial Lawyers for business owners, directors and investors.

Commercial law is the body of law governing how businesses operate and interact: contracts, shareholders, directors, transactions, insolvency, and the disputes that arise between commercial parties. A commercial lawyer advises clients on these matters before they become problems and represents them in court or tribunal proceedings when they do.

At Pentana Stanton, our commercial practice covers two related streams: dispute resolution and litigation (shareholder disputes, contract disputes, insolvency, professional negligence) and advisory and transactional work (business sales, leasing, governance, succession). Senior counsel runs every matter.

The most valuable time to engage a commercial lawyer is before a problem is fully formed: when you sense a shareholder dispute brewing, when cash flow tightens and director liability questions emerge, when you're contemplating a sale or exit, or when a contract counterparty starts behaving unusually.

Engaging early protects your strategic options. Once a statutory demand has issued or a freezing order has been served, the path narrows quickly. The cost of a senior lawyer evaluating the position early is almost always less than the cost of acting late.

Commercial legal fees vary widely by matter type and complexity. We provide written cost estimates after an initial scoping consultation, and we structure fee arrangements to match the matter: fixed fees for defined transactional work, capped budgets for litigation phases, and clear scope adjustments when the matter changes.

We act for clients with significant commercial matters at stake, and we are transparent about cost from the outset. Our model is senior-counsel-led, which often means fewer hours and better-shaped strategy than larger-team alternatives.

Shareholder disputes in Victoria are typically resolved through one of four pathways: negotiated resolution under the company's shareholder agreement; statutory remedies under the Corporations Act (commonly s232 oppression claims, s461 just-and-equitable winding up, or s236 derivative actions); commercial mediation; or Supreme Court litigation.

The right pathway depends on the relationship dynamic, the company structure, the documents in place, and what the client actually wants: a buy-out, control, an exit, or vindication. We assess all four pathways at the outset of every shareholder matter.

Directors face several distinct personal liability risks when a company is approaching or in insolvency: insolvent trading liability under s588G of the Corporations Act, director penalty notices (DPNs) from the ATO for unpaid PAYG, GST and superannuation, personal guarantees given to lenders or landlords, and shadow director liability for those who direct the company without being formally appointed.

The s588GA "safe harbour" defence is available for directors who develop and implement a course of action reasonably likely to lead to a better outcome than immediate administration, but it requires contemporaneous evidence. Our practice helps directors get that evidence in place at the right time.

Yes. While our offices are in Melbourne CBD and Dandenong, we act for commercial clients across Victoria and, where the matter has a Victorian connection, interstate. Most commercial advisory work is conducted by video or phone, and litigation matters are handled in the appropriate court regardless of client location.

Our Dandenong office gives us strong proximity to Melbourne's south-east commercial corridor; our CBD office serves the city's professional services and finance clients.

The two practices intersect more often than most clients expect. A separation that involves a family business raises shareholder, valuation and corporate-governance questions alongside the family law issues. A commercial dispute involving a director's spouse or family trust quickly becomes a hybrid matter. Estate disputes routinely involve both family dynamics and commercial structures.

Running both practices at a senior level means a client doesn't have to coordinate two firms, two strategies and two billing relationships. One firm, one strategy, both sides covered. More on the overlap →

Yes. Pentana Stanton provides commercial legal services in both English and Chinese (中文). Our bilingual capability is particularly relevant for clients with cross-border commercial interests, family-owned businesses spanning generations, and Chinese-speaking directors and investors who want their commercial advice delivered in their first language without translation overhead.