NEWSLETTER FEBRUARY 2021
Despite the covid-19 lockdowns we’ve been fairly busy. Some of the types of matters we’ve been dealing with recently include the following:
Business Sale. We gave advice and assisted a director of a company (vendor) with negotiations in connection with a sale of business. One of the directors of the vendor company went to join the purchaser’s management team, which added complexity (mainly by reason of the resultant conflict of interests).
Shareholders Agreements. We recently assisted shareholders with the preparation of a Shareholders Agreement and bespoke Constitution for a new business. We also prepared a Shareholders Agreement for shareholders of an established business, in anticipation of the admission of a new shareholder.
Share Subscription Agreement. We prepared a Share Subscription Agreement in connection with the proposed admission of a new shareholder (and director).
Partnership Dispute. We are assisting a client with a dispute under a business partnership agreement and related negotiations for a mutually acceptable, out-of-court business separation, including arrangements regarding customers and related restraints.
Selective Reduction of Share Capital. We prepared an explanatory memorandum needed for a selective reduction of share capital.
Restructure and Succession Plan. We gave advice to a business concerning its structure and succession plan.
Services Agreement. We assisted a client with wording and negotiations regarding a proposed Services Agreement (for the provision of expert services).
Artwork Purchase Agreement. We prepared an Artwork Purchase Agreement for a client who had commissioned certain artwork, mainly for the purposes of ensuring that the client owns all copyright, moral rights and other intellectual property in the artwork.
Force Majeure. A client’s contracts were frustrated by the covid-19 Government restrictions. We gave advice concerning their rights and obligations. We went on to prepare force majeure clauses to apply if further similar restrictions get in the way in the future. We are assisting with ongoing negotiations to assist the parties to do business but make contingency arrangements in the event of disruptions due to covid-19.
Supply contract dispute. A business had a dispute with a customer regarding the amount due for goods purchased. We assisted the client to negotiate a quick and commercially reasonable Deed of Settlement, and then went on to prepare a template agreement and standard terms and conditions of sale for use going forward to create a more “watertight” arrangement, minimise the potential for future disputes and enhance the client's position in the event that a dispute arises.
Trademarks. We have assisted clients with the registration of trademarks.
Board Restructure by Foreign-controlled Company. We gave advice in connection with the proposed restructure of the Board of a foreign-controlled company and lodged the necessary returns with ASIC.
Leasing. We gave advice to a business on the terms of a proposed Lease and assisted the client to negotiate amendments.
Covid leasing. We assisted businesses to negotiate rent reductions (and other terms) in light of reductions in their turnover due to covid-19 lock-downs. In one matter we assisted the tenant business to negotiate the terms of an early surrender of the lease. Contrary to the provisions of the legislation the landlord was threatening to draw on the Bank guarantee to recover unpaid rent (payable during the covid relief period), and we sent letters to the landlord (and the Bank) putting them on notice of the legislative prohibitions. Note that covid relief comes to an end towards the end of March 2021 (unless the Government grants an extension, which appears unlikely).
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If you would like to discuss any aspect of this article with us, or share your own experiences, please contact Rod Stumbles at +613 8692 7255 or here.
This article provides general information only and is not intended to constitute legal advice. No lawyer-client, solicitor-client or attorney-client relationship has been created between us. You must not rely on the contents of this article, whether as an alternative to legal advice from a lawyer or other professional legal services provider or otherwise. You should not take, discontinue or refrain from taking any action because your understanding of the contents of this article, including without limitation delay seeking legal advice or disregard legal advice. If you have any specific questions about any matter, you should engage us or other lawyers or other professional legal services providers to provide you with the necessary advice. Keep in mind that you may be facing important deadlines so you should not delay in engaging someone to provide you with the advice.