Commerciallaw

Advising companies on the agreements they enter, the obligations those agreements create, and the statutory and regulatory duties that sit behind them.

What the work involves

Most of this practice is preventive: getting the document right so the dispute does not arrive. Where it does arrive, the same partners conduct it.

Commercial agreements

Drafting, review and negotiation of supply and distribution agreements, service agreements, joint ventures and shareholder arrangements. The question we press first is what happens when performance fails, because that clause decides the value of the rest.

Corporate governance

Advising boards and management on their duties under the Companies and Allied Matters Act, filings and returns at the Corporate Affairs Commission, and internal policies. Also the governance questions that arise in closely held and family-owned companies, where ownership and management are the same people.

Banking and finance

Acting for lenders and for corporate borrowers. Loan and facility documentation, the creation and perfection of security, and recovery where a facility has gone into default. Security that has not been perfected within time is frequently the reason a recovery fails.

Employment

Contracts of employment and staff handbooks, terminations and the disputes that follow them, staff injury claims, and industrial relations across a large workforce. Advice is given on what the position is, including where it does not favour the employer.

Scope of instructions

  1. Corporate governance Duties of directors and officers, filings, and internal policy. Board advisoryCAC filingsPolicy draftingCompliance review
  2. Contracts Drafting, review and negotiation of commercial agreements. Supply and distributionServicesJoint venturesShareholder agreements
  3. Banking and finance Documentation, security and recovery. Facility documentationPerfection of securityRecovery proceedings
  4. Employment The employment relationship and its termination. Contracts of employmentTerminationsStaff injury claimsIndustrial relations

How a commercial mandate runs

Three stages. You are told at the outset which one the matter is in and what closing it requires.

  1. 01 Instructions and scope A conflict check, then a conference to establish the commercial objective and the regulatory position that applies to it. The scope of work and the basis of charge are confirmed in writing before work begins.
  2. 02 Due diligence A corporate search at the Corporate Affairs Commission, verification of title where property is involved, review of existing contractual liabilities, and confirmation of regulatory standing. What this stage finds usually changes the shape of the transaction.
  3. 03 Execution and compliance Drafting and negotiation through to signature, then the statutory filings, registration of charges and perfection of title that make the transaction effective against third parties.

Send us the document.

For a review, the agreement itself is the most useful thing to send first. For a dispute, the contract and the correspondence.