Expert corporate and commercial lawyers
Corporate and commercial law sits at the centre of Koffels’ practice. We advise businesses at every stage – from initial structuring and startup through to mergers, acquisitions, and capital transactions – with the practical commercial judgment that comes from long-term relationships with our clients.
We act for private and public companies, directors, shareholders, investors, and those with whom a company has a relationship, including counterparties to commercial transactions. Our capacity to draw on expertise across the firm, including in tax, employment, property, and litigation, means we can provide genuinely integrated advice on complex transactions rather than referring clients elsewhere for the parts that fall outside a narrow brief.
Corporate advisory
Sound corporate governance and clear structures are the foundation of a well-run business.
We Advise On
- Corporate governance frameworks and directors' duties under the Corporations Act 2001 (Cth)
- Directors', officers', and professional advisers' indemnity and insurance
- Shareholder agreements, including oppressive conduct and unfair dealing disputes
- Foreign Investment Review Board (FIRB) applications and compliance
- Corporate Social Responsibility frameworks
- Not-for-profit organisation structures and compliance
- Corporations Act proceedings and ASIC regulatory matters
- Pre-dispute advice to directors, auditors, and corporate officers
- Restructuring, including in anticipation of or response to insolvency
Commercial Transactions
- Business structuring, startup, and succession planning
- Purchase and sale of businesses
- Joint ventures and partnership arrangements
- Shareholders agreements and trust structures, including discretionary and unit trusts
- Franchising
- Commercial contracts, confidentiality agreements, service agreements, and terms of business
- Personal Property Securities Register (PPSR) registrations
- Due diligence investigations
- Banking and debt finance arrangements
Mergers, acquisitions, and capital markets
We advise on mergers and acquisitions for private and public companies, including structuring, due diligence, and negotiation. Our capital markets experience includes equity and debt capital raisings, rights issues, and compliance with ASX listing requirements for both admission and ongoing disclosure obligations.
Recent legal developments affecting corporate and commercial practice – including the expansion of the unfair contract terms regime under the Australian Consumer Law and ongoing ASIC enforcement activity around directors’ duties – mean that legal review of standard commercial arrangements is increasingly important, not just for major transactions.
Frequently Asked Questions
What are a director’s duties under Australian law?
Directors of Australian companies owe a range of duties under the Corporations Act 2001 (Cth), including the duty to act in good faith in the best interests of the company, the duty to act for a proper purpose, the duty to avoid conflicts of interest, and the duty to prevent insolvent trading. Directors also have obligations under general law, including fiduciary duties. Breach of directors’ duties can result in civil liability, disqualification from managing corporations, and, in serious cases, criminal penalties. Koffels advises directors on their obligations and provides pre-dispute advice where potential exposure is identified.
What is a shareholders’ agreement, and does my company need one?
A shareholders’ agreement is a private contract between the shareholders of a company that governs how the company is run, how decisions are made, how shares can be transferred, and what happens if shareholders disagree or want to exit. It operates alongside the company’s constitution and can address matters the Corporations Act 2001 (Cth) leaves to the parties to determine. Companies with more than one shareholder – particularly private companies with equal or near-equal ownership – benefit significantly from having a well-drafted shareholders’ agreement in place before a dispute arises. Koffels drafts and reviews shareholders’ agreements and advises on disputes arising from their terms.
What does the Foreign Investment Review Board process involve?
The Foreign Investment Review Board (FIRB) advises the Australian Government on foreign investment proposals under the Foreign Acquisitions and Takeovers Act 1975 (Cth). Foreign investors acquiring interests in Australian businesses, land, or sensitive sectors above prescribed thresholds are generally required to notify FIRB and obtain approval before completing a transaction. The thresholds, exemptions, and processing timeframes vary depending on the nature of the investment, the investor’s country of origin, and the sector involved. Koffels advises on FIRB application requirements and manages the approval process for clients undertaking transactions with a foreign investment dimension.
What should a business consider before entering a franchise arrangement?
Franchising in Australia is regulated by the Franchising Code of Conduct, a mandatory industry code under the Competition and Consumer Act 2010 (Cth). Both franchisors and franchisees have obligations under the Code, including disclosure requirements and good faith obligations. Before entering a franchise arrangement, a prospective franchisee should review the disclosure document carefully, obtain independent legal and financial advice, understand the territory, term, and renewal rights, and assess the exit provisions. A franchisor structuring a new system should ensure its documentation complies with the Code and clearly allocates risk. Koffels advises on franchise agreements for both franchisors and franchisees.
What is the unfair contract terms regime, and how does it affect commercial contracts?
The unfair contract terms regime under the Australian Consumer Law was extended in November 2023 to apply to a broader range of contracts and to introduce civil penalties for businesses that include or rely on unfair terms in standard form contracts with consumers or small businesses. A term is unfair if it creates a significant imbalance in the parties’ rights, is not reasonably necessary to protect a legitimate interest, and would cause detriment if relied upon. Businesses using standard form contracts – including terms of business, service agreements, and supply contracts – should have their documentation reviewed in light of the current regime. Koffels advises on contract compliance and drafts commercial agreements that clearly allocate risk without creating exposure to unfair terms.