O’Hearn Lawyers provide benchmark legal services balancing intrinsic legal knowledge with Novocastrian sensibilities for Business and Commercial Law.
Whether you’re a startup, small business or large corporate entity, at O’Hearn Lawyers our expert legal team can assist you in all aspects of commercial law. Over the past 30 years, we have acted in countless commercial and business law matters, providing our clients with quality legal advice and documents they can rely on. Our team will provide tailored solutions to your legal issues.
What areas of business and commercial law can we assist you with?
We have an extensive wealth of experience and can help you with the following areas:
- Commercial Dispute Resolution: Assistance resolving all manner of business and commercial disputes including contractual disputes, restraint of trade disputes, lease disputes, shareholder disputes and more.
- Buying or Selling a Business: Preparation, negotiation and review of Contracts for Sale of Business and associated documents such as Deeds of Restraint, Assignments of Lease and Licenses, together with advice regarding business structures, leasing, mergers, intellectual property and more.
- Leases: Preparing, negotiating and finalising retail leases and commercial leases, transfers and variations of leases, as well as assisting with the exercise of options.
- Debt Recovery: Pursuing and defending debt recovery claims including letters of demand, court proceedings, negotiations and settlement.
- Employment Law: Preparing and negotiating employment agreements and enterprise agreements as well as acting on unfair dismissal, Fair Work Commission and unlawful termination claims.
- Workplace Health and Safety: Preparation of workplace policies, audits, advice on compliance and representation in investigations and disputes.
- Australian Consumer Law: Assistance with consumer disputes under the Australian Consumer Law, including misleading and deceptive conduct and breaches of statutory guarantees.
- Intellectual Property: Registration and transfers of intellectual property and resolution of disputes.
Personal Property Securities Act 2009 (PPSA): Preparation, registration and enforcement of security agreements and security interests on the Personal Property Securities Register (PPSR).
- Insurance Law: Advice on managing risk, making and responding to claims for insurers, underwriters, strata schemes, corporations, and property owners.
- Estate and Succession Planning: Preparing Wills, Corporate Powers of Attorney and other succession documents to ensure your estate planning aligns with your asset protection, business succession and other goals.
- Self-Managed Superannuation Funds: Assistance understanding your legal obligations in relation to your SMSF.
- Trusts: Preparation and review of trust deeds including discretionary trusts, family trusts, unit trusts, testamentary trusts and special disability trusts.
- Property damage claims: Pursuing or defending claims particularly in the absence of insurance and where liability for such damage is in dispute;
- Due diligence checks: Performance of reviews in relation to business transactions where the integrity of the other party, related parties and associated property must be determined.
- Disclosure statements: Review of documents, often in relation to leasing agreements, to ensure statutory obligations are satisfied and the parties are in agreement prior to proceeding.
- Licence transfers such as liquor licences: Assisting with transfers of licences which often require a degree of legal scrutiny and procedural awareness.
To the team here at O’Hearn Lawyers, business law is more than simply buying or selling a business. Our thorough approach means considering your business or commercial law matter as part of the whole, taking into account accounting goals, timing, business structures and more. We will help you ensure that all of the boxes are ticked – even the ones you may not have considered yet.
Business Structures and Joint Ventures
It is important to know that you are not locked into one type of business structure for the life of your business, however choosing the right business structure in the first place, can have many advantages. As your business grows and changes, it may be more appropriate to transition to a different business structure such as a partnership or company. Having the wrong business structure can result in complex legal and taxation consequences which can be avoided. O’Hearn Lawyers can provide you with the necessary advice for you to take the next step.
Joint ventures are an agreement between two or more parties to complete a particular project, rather than enter into a long-term business. Joint ventures can be a cost efficient and beneficial way of completing one-off projects without the commitment of entering into a business together. Documenting the joint venture agreement ensures that all parties know where they stand, and what their obligations are to complete the project successfully. We have experience preparing and negotiation joint venture agreements, as well as resolving any issues that may arise.
Commercial Agreements, Commercial Document Drafting and Contracts
Alongside our business structure advice, we offer support with the preparation of commercial agreements and or contracts. Although verbal contracts may be binding, proving the terms agreed by the parties can often be challenging if disputes arise. Properly documenting your commercial agreements ensures that all parties have clarity regarding the agreement and there is a clear process for resolving any disputes.
We are able to assist with many types of commercial agreements, drafting documents which reflect your individual circumstances, including shareholder agreements, franchise agreements, confidentiality agreements, joint venture and partnership agreements, loan agreements, option agreements, licence agreements, agistment agreements, terms and conditions, deeds of settlement, deeds of release and more.
We can also provide assistance in relation to breaches, enforcement and termination of contracts.
Commercial Dispute Resolution
O’Hearn Lawyers are experienced in resolving all manner of commercial disputes, including but not limited to those relating to:
- Breach of contract.
- Restraints of trade.
- Shareholder and partnership disputes.
- Purchases and sales of business.
- Employment Law.
- Australian Consumer Law.
- Intellectual Property.
- Personal Property Securities Act 2009 (PPSA).
- Insurance Law.
We take a commercial and cost-efficient approach to dispute resolution and provide advice to assist you in achieving a cost effective and efficient solution. We are able to host mediations and settlement conferences at our Wallsend office and help you bring the parties to the table.
O’Hearn Lawyers understand that debt recovery can be stressful and frustrating. Whether you’re recovering payment owing to you, or disputing a claim, we have the experience to assist you. The first step as a creditor is ensuring that you have systems in place to avoid debt recovery action where possible, and if necessary, efficiently recover the outstanding debt. For those responding to an alleged debt, we can provide advice on your prospects of successfully defending the claim and the most cost-efficient way of responding.
We are more than just debt collectors; we take a proactive approach to provide commercial advice to both creditors and debtors which takes into account the size of the debt and any potential barriers to recovery. We can assist you with all aspects of debt recovery, from letters of demand for outstanding payment, to negotiating a settlement, documenting your agreement, mediation and court proceedings if necessary.
Employment and industrial law is a fast moving sector, and it is essential for employers to be up to date with their Workplace Health and Safety responsibilities, employee contracts and workplace policies. We have the expertise and practical experience to provide advice on all aspects of employment law including employment contracts, enterprise agreements, termination of employment, performance management, industrial law and occupational health and safety issues. We can prepare customised employment contracts to meet your individual needs and specifications, which may include post-employment restraints and protection of your intellectual property.
We can also provide assistance with the preparation of workplace policies and training in work health and safety, undertaking workplace audits, providing advice on compliance and representing employers in investigations and prosecutions. O’Hearn Lawyers also acts for employees in workplace disputes in relation to termination of employment, unfair dismissal and other disputes.
Insurance law is essentially about managing risk. Whether you are an individual or a corporate entity, insurance is often an essential part of life, and has inevitable complications. O’Hearn Lawyers can provide comprehensive advice on how to manage and control risk for stakeholders, from major insurers, re-insurers and underwriters to strata schemes, bodies corporate, lot owners and property owners. We have experience interpreting policy documents, negotiating disputes and assisting clients with their insurance claims to ensure they get the best result.
Insurance is often a high level requirement for commercial transactions. Leases generally require the lessee to be insured, mortgagees will require the mortgagor to be insured in relation to the property, and small companies with only a few shareholders will often require life insurances to be in place for the shareholders (the policy proceeds paying for the deceased interest in the company). Ensuring the correct insurance is in place and that there are no ‘carve outs’ in the policy that may expose a party to significant risk are just a part of the legal support that O’Hearn Lawyers can provide.
Buying or Selling a Business
Buying or selling a business is often only one part of the whole deal – there are leases, properties, employees, equipment, restraint of trade and intellectual property issues that go hand in hand. At O’Hearn Lawyers, we take a comprehensive approach to Contracts for Sale of Business. We provide advice which covers how to buy a business, what to request when buying a business, how to sell a business and all the associated aspects of selling or buying a business.
O’Hearn Lawyers have experience with transfers of all manner of businesses, from your local hairdresser to national corporations and we tailor our approach to your needs. We can assist with documenting the agreement, due diligence enquiries, business structure, negotiations and associated transfers of licences and other property. We also assist with assignments and variations of leases, or negotiating a new lease as needed.
Self-Managed Superannuation Funds (SMSF)
We can work with you if you decide to control your own superannuation through a SMSF. An SMSF can give you more flexibility and control over the investment of your superannuation and can have tax benefits in some cases. O’Hearn Lawyers can assist you with acquisition of assets by your SMSF including purchase of Real Estate from a third party or transfer to your SMSF of Business Real Property owned by the members of the fund at concessional rates of NSW stamp duty.
At O’Hearn Lawyers, we work with you and your financial advisors to ensure that your legal and financial goals are achieved. We also take into account the effect an interest in a SMSF may have on your estate planning and Wills, ensuring that you set up your Death Benefit Nomination to correspond with your succession planning and asset protection goals.
Discretionary Trusts, Unit Trusts and Other Trusts
A trust is a legal relationship where a person or entity, known as the trustee, is under an obligation to hold property for the benefit of other persons, known as beneficiaries. There are many types of trusts, including unit trusts, trading trusts, constructive trusts, implied trusts, express trusts and resulting trusts. O’Hearn Lawyers have expertise dealing with trusts including the set up and ongoing operations of discretionary and unit trusts. Trustees of SMSF’s (self-managed superannuation funds) wanting to invest in a related unit trust can also find assistance with us.
We are also experienced in preparation of Wills containing Testamentary Trusts which may offer financial and asset protection advantages, and Special Disability Trusts which allow parents and immediate family members to plan for the needs of a person with severe disability, both at present and in the future.
Business and Commercial Law FAQs
No, you need to ensure that you have documented exactly what is included such as stock and equipment and if the purchase price does not include those items, how those items are to be valued.
When buying or selling a business, goodwill represents the value of the business that is above and beyond the worth of separately identifiable tangible business assets. Unlike physical assets, like stock or equipment, goodwill is an intangible asset and can include considerations such as reputation, brand, intellectual property, and business practices. Goodwill is often calculated by subtracting the fair market value of the business’ tangible assets from the total business value.
Many verbal contracts are legally binding. However, there are some exceptions, depending on the nature and construction of the contract and the purpose of it. Although a verbal agreement may be legally enforceable, it will often be harder to prove the terms of the contract in court, especially where the terms are disputed.
Deciding which business structure is most appropriate for your business will depend on several factors, and can have consequences for taxation, licenses required, the manner of control over your business and any personal liability you have for the business. O’Hearn Lawyers can provide you with advice to ensure you have the correct business structure for your needs.
Selling or buying a business can take anywhere between several weeks to 12 months. The timeframe depends on how complex the transaction is and the response times of others involved in the transaction including lenders or landlords. There is no set timeframe, however where the parties are motivated, the transaction can be completed efficiently.
A Corporate Power of Attorney authorises a person to exercise control over a company when the individuals who usually exercise that control (its directors) are unavailable or incapacitated. A well drafted and properly executed Corporate Power of Attorney will ensure that the company runs smoothly during any period of unavailability of its directors.
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