Business & Commercial Law
The paperwork a business actually runs on
Leases, shareholder arrangements, supply and distribution, loans, structuring and trust deeds. The documents that decide what happens when something goes wrong, which is the only time anyone reads them.
Since 2013 · Minerva Law
584
Lease matters negotiated
399
Business sale & acquisition transactions
174
Trust deeds & structuring
120
Shareholders agreements
What we do
Commercial law, by document
Franchising is our focus, and the commercial work behind it is the same work any business needs. We do it for franchise networks and for businesses with no franchise in sight.
01
Leases
Retail, commercial and industrial
Whether a lease is a retail lease under the Retail Leases Act changes your rights materially, and it is not always obvious which it is. We review the lease, the disclosure statement and the guarantee together, and negotiate what is worth negotiating.
- Retail Leases Act application and disclosure
- Options to renew, rent review mechanisms and outgoings
- Make-good and end-of-term obligations
- Personal guarantees and bank guarantees
- Assignment, subletting and change of control
- Early termination and what it costs
02
Shareholders agreements
Who decides, who funds, who leaves
A shareholders agreement earns its fee at the moment the shareholders stop agreeing. Deadlock, funding, exit, death and valuation are the clauses that matter, and they are the ones most often left to a template.
- Deadlock and dispute resolution mechanisms
- Funding obligations and dilution
- Drag-along, tag-along and pre-emptive rights
- Exit, buy-out and valuation methodology
- Death, incapacity and insurance funding
- Restraints on departing shareholders
03
Business sale and acquisition
Buying or selling the business
Sale of business and share sale agreements, due diligence, employee entitlements, lease assignment, restraints and earn-outs. Where a franchise is involved, franchisor consent is usually the critical path.
04
Structuring and trust deeds
Getting the entity right first
Company, trust and partnership structures, trust deeds and variations, unit trusts and the asset-protection questions that are cheap to answer at the start and expensive later.
05
Supply and distribution
Terms of trade that hold
Supply, distribution, agency and services agreements. Volume, pricing, payment terms, liability limits, IP, confidentiality, termination and exclusivity.
06
Loans and security
Before you sign the guarantee
Review of loan agreements and security documents, negotiation of non-standard terms, and certificates of legal advice where a lender requires one.
How we work
Three steps
01
Send the document and the deadline
Most commercial work is deadline-driven. Tell us the date and we will tell you what is realistic.
02
Scope and fee in writing
Fixed where the scope can be fixed. Where it genuinely cannot, you get an estimate and a warning before it moves.
03
Advice you can act on
What the document does, what to change, and what the change is worth. Work is allocated by complexity, so routine tasks do not carry principal rates.
Client feedback
Voices of excellence
Live rating and reviews from the firm’s Google Business Profile , not testimonials we wrote for ourselves.
Common questions
Commercial questions, answered
Is my lease a retail lease?
It depends on the premises, the use and the rent, not on what the lease calls itself. It matters because the Retail Leases Act gives tenants disclosure rights, minimum terms and limits on what can be passed through as outgoings.
Do I need a shareholders agreement if we have a company constitution?
A constitution governs the company. A shareholders agreement governs the shareholders , funding, deadlock, exit and valuation. Most disputes we see between business partners are about matters a constitution does not address.
What should I check before signing a personal guarantee?
What it secures, for how long, whether it survives assignment of the lease or the loan, and whether it can be released or capped. A guarantee is often the largest exposure in a transaction and the least negotiated.
Can you help if the other side has already sent their contract?
That is the usual position. We mark up their document, tell you which changes are worth pursuing, and where useful deal with their lawyers directly.
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Next step
Tell us what you're signing, building or disputing.
We’ll tell you what it actually means for the business, clearly and in commercial terms. Initial consultation is complimentary.