Confidently negotiate and transact business agreements knowing our experienced team will be there to take care of the details.
Commercial Agreements & Transactions
Well documented Commercial Agreements are essential for the successful day-to-day running of a business and lead to operational efficiency, reduced commercial risks, greater profitability and increased business valuations.
If your company or business is involved in, or considering, any type of commercial transaction, continuing relationship agreement, acquisition or sale, our experienced Commercial Lawyers have the necessary skills and experience to ensure the deal is properly executed.
How We Help
Headed by Principal Lawyer, Amanda Crosbie, our Business & Company Law team has a reputation for providing exceptional legal advice that is timely, practical and commercial.
The team is committed to making deals happen and not to get in the way, and strive to keep the easy easy and make the complex seem simple.
We take a proactive approach by asking informed questions to identify early issues and progress your agreement or transaction in the most efficient manner possible.
Our experienced Commercial Lawyers will strive to finalise your agreement or transaction promptly and efficiently; keep you informed along the way; and ensure that all aspects of your agreement or transaction are addressed with meticulous attention to detail.
Commercial Agreements & Transactions
Business Structures, Restructuring & Succession
Business Sales & Share Sales
Construction, Infrastructure & Projects
Real Property & Leases
Loans & Securities
Business Relationship Agreements
Crowd-sourced Funding (crowdfunding)
Debts & Dispute Resolution
- Incorporation of Companies
- Company Constitutions
- Shareholders Agreements
- Applications for Shares
- Capital Raising and Issues of Shares
- Share Subscription Deeds
- Corporate Powers of Attorney
- Family Discretionary Trusts Deeds
- Unit Trust Deeds
- Bare Trust Deeds
- Declarations of Trust
- Deeds Appointing & Removing Trustees
- Deeds of Appointment of Appointors
- Invitations to Tender
- Master Major and Minor Works Agreements
- Framework Agreements
- Umbrella Contracts
- Civil Works Agreements
- Commercial Construction Contracts
- Design & Construction Contracts
- Residential Building Contracts
- Costs Plus Contracts
- Subcontractor Agreements
- Project Management Agreements
- Preferred Subcontractor Agreements
- Contract Variations
- Labour Hire Agreements
- Consultancy Agreements
- Standard form Business Contracts and Terms & Conditions of Trade
- Agreements for Supply for Services
- Agreements for Sales of Goods
- Hire Agreements
- Consignment Agreement
- Managed Services Agreements
- Consultancy Agreements
- Advertising Agreements
- Employment Contracts
- Independent Contractor Agreements
- Executive Service Agreements
- Workplace Policies
- Enterprise Bargaining Agreements
- Deeds of Release
- Development Agreements
- Real Property Option Agreements
- Contracts for Sale and Purchase of Land
- Commercial Leases
- Retail Leases
- Agreements for Lease
- Deeds of Assignment of Lease
- Loan Agreements
- Deeds of Acknowledgment of Loans
- General Security Deeds
- Priority Deeds
- Division 7A Loan Agreements
- Shareholder & Related Party Loan Agreements
- Vendor Finance Loan Agreements
- Deeds of Forbearance
- Guarantee & Indemnity Deeds
- Deeds of Guarantee
- Deeds of Charge
- Joint Venture Agreements
- Franchise Agreements
- Master Franchise Agreements
- Dealership Agreements
- New Vehicle Dealership Agreements
- Distribution Agreements
- Agency Agreements
- Licensing Agreements
- Sponsorship Agreements
- Referral Agreements
- Advice on eligibility and engagement of an intermediary
- Corporate governance review and advice
- CSF Offer Document and other relevant documents, including:
- Constitution, and
- Share Subscription Deed
- Wine Distribution Agreements
- Contracts for Grape Sales
- Vineyard Lease Agreements
- Winery Equipment Rental Agreements
- Management Agreements
- Settlement Deeds
- Payment Agreements
- Expert Determination Agreements
- Arbitration Agreements
- Deed of Acknowledgment of Debt
- Deed of Assignment of Debts
- Deeds of Assignment of Choses in Action
- Non-Disclosure Agreements
- Confidentiality Agreements
- Intellectual Property Licence Deeds
- Intellectual Property Assignment Deeds
- Online Contracts
- Software Licence Agreements
- Website Privacy Policies
- Technology Licence Agreements
- Reseller Agreements
A Purchaser’s Guide to Buying a Business
The Essential Guide for Buying Businesses in Australia, complete with practical Purchaser Tips and legal insights.
Business Succession Planning Guide
Financial certainty and peace of mind for business co-owners in the event of death, disability or serious illness.
Guide to Making Effective Business Contracts – Contractors
Making effective everyday contracts is simply a must for contractors and suppliers.
Guide to Making Effective Business Contracts – Professional Services
Standard form contract solutions reduce risks of disputes and bad debtors and empower businesses.
Businesses that proactively
address legal issues are more resilient, better prepared
and more profitable.
Understand your Top 5 Legal Priorities
Complete our 10-Minute Questionnaire and receive a free 40-Minute consultation with an experienced Commercial Lawyer to review your Top 5 Legal Priorities.
You amazed us with your energy and knowledge, you are a champion.
“I would like to thank you and your team for assisting myself and Andrew with the restructure.
After working with others it is refreshing to have you on our side. Thanks also from all our staff for assisting in securing their future.”
Sam is personable whilst remaining extremely professional.
“He has an ability to achieve a great result for his clients without becoming confrontational with the transactional parties. He focuses clearly on what is needed to finalise the matter in an effective and efficient manner.”
I certainly would recommend Sam and the Roberts Crosbie Mortensen team.
“Midac Technologies Pty Limited (“Midac”) started up in 1981 in Sydney and pioneered early “smart building” direct digital control technology. In 1994 Midac made an early start developing online software and solutions. The then Dungog based business was instrumental in encouraging and assisting many organizations to make their online debut, including large corporate entities like Boral and James Hardie. From about 1995 Midac focused on developing solutions for the tourism and real estate sectors and developed early online or “cloud based” applications.
By 2012 the Midac owners were ready to take a break from their business of some 30 years. By that time their online holiday rentals bookings management and reservation system, “YesBookit” was respected as the leader in the industry, providing an online application to booking agents around Australia, and some overseas. YesBookit also connected with and distributed an online bookable accommodation product to most leading accommodation portals; including Wotif, Home Away, Take a Break, Rent a Home and Stayz (a Fairfax Media division).
For a small business sale, the process was relatively complex and involved the sale of the business, intellectual property, transfer of staff, application and hosting servers, online application client service relationships and a myriad of provider contracts.
“Initially we thought Sydney Solicitors would be the way to go, but we found the answer just down the road in Newcastle. Roberts Crosbie Mortensen did a fantastic job with the entire process.
They expertly assisted us with every stage from, the preparation of an Information Memorandum, consideration of Expressions of Interest, negotiation of an Exclusivity Agreement, purchaser due diligence, the novation of key provider contracts and licences and the execution and performance at an exhaustive Business Sale Agreement including post-completion Fixed Term Consulting Agreements.
I couldn’t have been more pleased with my decision to engage Sam [Roberts] and his team for this assignment. They were more than capable and worked well with both in-house and external legal teams of the purchaser and other concerned parties to see the sale through to a successful outcome.
I certainly would recommend Sam and the Roberts Crosbie Mortensen team for this kind of work and would be pleased to speak with any prospective clients about the time we worked together.”
Amanda asks the right questions to get the process under way in an incredibly efficient manner.
“Amanda asks the right questions to get the process under way in an incredibly efficient manner and they keep you informed, every step of the way. No chasing up required, which is a rarity in professional service outfits. I highly recommend them.”
Highly recommend the Roberts Crosbie Mortensen Lawyers Team.
“They are so professional and complete the work in a timely manner.”
I can confidently recommend Roberts Crosbie Mortensen before any other.
“Very happy with every contact I have had with Roberts Crosbie Mortensen, having dealt with a few law firms in Newcastle.”
They are leagues ahead of any other law firm I have used in the past.
“Sam and the team at Roberts Crosbie Mortensen Lawyers assisted me with a very complex business case. Their attention to detail and professional prompt response to every item raised was a real stand out. The team keep you fully informed at all times in simple to understand language highlighting pros and cons of every decision that needs to be made. Finally I have found a law firm who me and my family will be using for many years to come. I would highly recommend Roberts Crosbie Mortensen Lawyers to anyone who needs a good legal team and are worth every dollar.”
I definitely recommend Roberts Crosbie Mortensen Lawyers. The team are friendly, understanding and professional.
“Sam sorted a difficult Share Sale Agreement for me quickly and professionally.”
I am joining forces with Roberts Crosbie Mortensen Lawyers, and wouldn’t hesitate in recommending others of the same.
“Sam of Roberts Crosbie Mortensen has represented my previous businesses and me personally since 2014 in which Sam produced some positive outcomes in numerous cases, due to the accuracy and presentation of the required submissions. During this time, Sam’s Contract drafting and execution was evident, providing me with the safe guard that businesses rely upon.
I have again recently engaged Sam directly to undertake and provide documentation, which was conducted exceptional and factual when reviewing, and within a short time frame for execution.”
Would highly recommend.
“Hamish from Roberts Crosbie Mortensen assisted us in updating our Terms & Conditions of Trade and quotation business package. Hamish listened to us and we were able to have everything finalised in a couple of days.”
We are absolutely thrilled with the result Roberts Crosbie Mortensen achieved for our company!
“After a long battle over a very large sum of money, Ned achieved the best possible outcome for us. He was incredibly professional, while at the same time extremely patient and easy to talk to. We could not fault our experience with Roberts Crosbie Mortensen and would recommend them without hesitation.”
Professional, efficient and courteous.
“We have used Sam Roberts now on a number of occasions for various legal matters – including some very complex issues. On all occasions Sam and his team have been extremely professional, efficient and courteous.”
I wouldn’t hesitate to recommend them.
“Sam Roberts and the team at Roberts Crosbie Mortensen are the most dynamic and professional law firm that I have worked with. Sam’s asks the right questions to get the process under way in an incredibly efficient manner and they keep you informed, every step of the way. No chasing up required, which is a rarity in professional service outfits.”
Sam and his team were great in helping us set up our business.
“They offered practical advice and were very responsive with answering questions and documentation.”
I would recommend Sam and the Roberts Crosbie Mortensen team
“We worked with Sam from Roberts Crosbie Mortensen to develop a service level contract for use with our clients. Sam took the time to understand our business and worked closely with us to create a contract that was easy for our clients to read and understand while providing us with the required level of legal protection. I would recommend Sam and the Roberts Crosbie Mortensen team to anyone who is after a solicitor who will take the time to understand their needs and requirements or after a solicitor who can talk to them in plain English.”
Sam is extremely knowledgeable about the commercial and legal aspects of generating wealth from people’s greatest asset – their business.
As a direct result of Samuel’s advice my businesses have performed at a higher than expected level.
“I have undertaken 3 separate franchise ventures and on each occasion I asked Samuel Roberts to provide his expert legal opinion and advice regarding the franchise documentation, the business being conducted and various leasing arrangements and finance options.
Samuel displayed a great depth of knowledge in all of these areas and has been instrumental in securing favorable agreements in negotiations with both franchisors and landlords.
Samuel also maintains a high level of communication which has been of particular benefit to me and I would have absolutely no reservation in recommending the services of Roberts Crosbie Mortensen to anyone considering entering into any form of Franchise operation.”
I would recommend Sam to any of my business clients.
“I have just started working with Sam and find he has an in depth knowledge in commercial areas of the law which is invaluable to us as accountants.”
Finally I have found a law firm who me and my family will be using for many years to come.
“Sam and the team at Roberts Crosbie Mortensen assisted me with a very complex business case. They are leagues ahead of any other law firm I have used in the past. Their attention to detail and professional prompt response to every item raised was a real stand out. The team keep you fully informed at all times in simple to understand language highlighting pros and cons of every decision that needs to be made.”
Our Business & Company Lawyers
Sam is an Accredited Specialist in Commercial Litigation with over 20 years’ experience helping businesses solve complex legal problems.
Amanda’s practice focuses on providing timely corporate and commercial services to established and growing SMEs.
Hamish is a Corporate & Commercial Lawyer with over 15 years’ experience in sales of business, share sales and company mergers.
Jack is a specialist Commercial Litigation Lawyer adept at resolving complex commercial disputes, with a focus on Professional Negligence, Building & Construction, Employment and Insolvency related claims.
Christa's diligence, attention to detail and personal approach ensures that her clients always feel well informed and in safe hands.
A Shareholders’ Agreement is a private binding contract between shareholders of a company.
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In this article we will be looking at a tenant’s obligation to make good under a lease.
In this article we look at the two most common ways in which foreign companies establish and carry on business in Australia.
Why would you buy a company, and in particular an SME (small to medium enterprise) proprietary company?
The prompt registration of security interests is crucial to ensure that your security will have priority after other creditors and is enforceable in the event of a debtors insolvency.
The Australian government announced reforms to make it easier for companies to take advantage of ATO tax concessions for employee share schemes (ESS).
In Australia you will see companies referenced by the letters ACN and businesses by the letters ABN. In this article we look at what they stand for and what they mean.
The small business restructure rollover (SBRR) allows small businesses to transfer active assets to a new entity structure without incurring an income tax liability.
Both Public and Private Companies seeking to raise money from investors need to comply strictly with the capital raising rules set out in the Corporations Act 2001. Failure to comply can result in fines or even imprisonment in severe cases.
Business Succession Planning is essential for protecting your interest in a co-owned business and is an integral part of every business co-owner’s individual estate planning.
Personal guarantees are one of the most useful tools a business can implement to ensure that it is paid by its customers promptly.
Most companies will adopt a document called a ‘Constitution’ upon registration. A Constitution is a contract between the company, its Directors and its shareholders that prescribes the governing rules and overall management of the company.
If your sale of business includes the transfer of both equipment and goodwill, the sale price will need to be apportioned between equipment and goodwill. There are tax implications of this apportionment and as such it is best to seek advice from your Accountant prior to agreeing to an apportionment in the sale of business…
Once you have made the decision to sell your business, you will need to consider whether to engage a business broker, being a professional who helps buy and sell businesses.
In NSW, you may be liable for ‘landholder duty’ when you acquire shares in a company or units in a trust that owns land (“a landholder”) with a threshold value of $2 million or more.
Can I still Recover Payment for Variations and Extras where there is No Written and Signed Contract Variation?
If you enter into a contract with a home owner to undertake residential building work and the contract price exceeds $5,000.00, then the Home Building Act provides that any variation must be in writing and signed by both parties prior to the variation works commencing.
Frequently Asked Questions
If a prospective purchaser ultimately wants to purchase a particular business, they may need to consider whether to buy the shares in the vendor company, or the assets of that company required to carry on the business.
The best option will ultimately depend upon the particular business and vendor company. Generally, a prospective purchaser will prefer to purchase the assets of the vendor company required to carry on the business over its shares. This is because, unless it is otherwise agreed, the purchaser will not be responsible for pre-completion liabilities of the vendor company, which can be unknown at the time of sale.
However, a prospective purchaser may prefer the purchase of shares over assets in circumstances where there are tax benefits, core agreements are unable to be assigned/novated to a new entity or commercial reasons for not wanting to advise third parties of a change of ownership.
A Shareholders’ Agreement is an Agreement between two (2) or more co-owners of a company setting out their agreement for the management and control of the company and roles and responsibilities of each of the co-owners.
Shareholders’ Agreements also dictate the rights and obligations of co-owners in the event of a dispute or proposed sale of their interest in the business.
Among other things, Shareholders’ Agreements regulate the following:
- The Purpose of the Company;
- The Roles and Responsibilities of Shareholders;
- The Appointment and Removal of Directors;
- Remuneration and Indemnity of Directors;
- Board Meetings, Voting and Decision Making on behalf of the Company;
- Management of the Company;
- The preparation and review of Budgets, Business Plans and Financial Information;
- Access to Company Information;
- Funding of the Company, Loans and Guarantees;
- The Issue and Disposal of Shares;
- Drag and Tag Along rights of Shareholders;
- Rights to Acquire Shares of retiring or terminated Shareholders and methods for valuing Shares;
- Dispute Resolution procedures;
- Restrictions on Competition by existing and former Shareholders; and
- Confidentiality of Information.