|
|
|
|
|
|
 |
Company & Commercial Acquisitions & Disposals Fletcher & Lawson can assist in the areas of acquisitions, disposals, management buy-outs and management buy-ins, reorganisations and restructuring of companies. Share Acquisitions and Disposals Fletcher & Lawson can advise on all aspects of the sale or purchase of shares in both private and public companies. Assets Acquisitions and Disposals Fletcher & Lawson has experience in acting for either the selling company or the buyer in transactions involving the acquisition of all or part of a business. Such deals require a careful consideration of the precise nature and definition of the assets and liabilities being acquired and those remaining with the seller. Management Buy-outs and Management Buy-ins Fletcher & Lawson can act for management teams wishing either to buy the whole or part of the business in which they are employed (a management buy-out), or by acquisition to bring their management experience to a new business (a management buy-in). Such a transaction would involve negotiating and documenting the arrangements between the managers and the financier (often by a third party loan or investment) of the purchase and the continuing business. Reorganisation or Restructuring Fletcher & Lawson can act for groups of companies wishing to effect a reorganisation or restructuring of the companies and businesses within the group, whether by asset or share transfers, and if appropriate by the winding up of subsidiaries. Corporate Acquisition Services In all such matters Fletcher & Lawson will:
Commercial Contractstop Fletcher & Lawson can prepare and advise on a wide range of commercial contracts to assist any business, ranging from the purchase of raw materials and components, the manufacture of products, distribution and sales arrangements, through to the contract for sale of products to the ultimate customer. Contracts required in any business may include any or all of the following:
Prior to drafting or negotiating any such commercial contract on behalf of any business client, Fletcher & Lawson considers it an essential part of its role to understand fully the nature of the client's business, its aims and desired results. Fletcher Lawson can assist in advising on contracts with businesses outside Australia and the difficulties that may arise in drafting and negotiating such contracts, particularly in connection with the choice of law and issues of jurisdiction. Competition Lawtop Complex legislation is in place concerning the protection of free trade and competition within Australia. Under this legislation, the ability of businesses to enter into contracts which may result in the restriction or distortion of competition is severely circumscribed. The legislation applies not only to commercial contracts (for example, concerning supply and distribution arrangements or restrictions on competition between competitive businesses) but also relates to acquisitions and mergers between businesses or to the right of a business to refuse to supply a potential customer. In advising upon any transaction, Fletcher & Lawson will always consider carefully any competition law elements of the transaction and will seek to ensure that the final form of agreement complies in all respects with the applicable statutory provisions. Trade Practices Business owners should be aware that competition law provisions may apply not only to written agreements, but also to any understandings or arrangements between parties or to any failure to supply a particular customer. Furthermore, our office also can advise on the everyday practices and procedures of a particular business. (Job Description, Staff Handbook, Unfair Dismissal Guidelines, Staff Appraisal) By implementing certain practices a business proprietor can satisfy itself that employees and practices are being conducted in a manner that does not contravene statutory provisions and business standards. Enforcement In connection with the enforcement of any commercial arrangement or agreement, Fletcher & Lawson will consider any competition law implications; any contravention by the terms of the agreement may affect both the manner in which action may be taken to enforce the contract or the defence to any such action by the other party. Competition Law Services We seek to obtain a clear understanding of the commercial aims of the business in advising on the manner in which a contract or arrangement might be negotiated, drafted and implemented in compliance with relevant legal provisions and will always try to assist the client in achieving those aims within the legal framework. Intellectual Propertytop Fletcher & Lawson can advise clients in all aspects of Intellectual Property. Our firm has developed particular experience and knowledge of certain industries and are commercially aware of the problems that may arise in such areas as computer software, film and video production, publishing, retailing and engineering. Identifying Intellectual Property Fletcher & Lawson has experience in assisting businesses to identify the Intellectual Property rights existing within their organisation and to implement procedures ensuring that all such rights belong to the business. We can assist in "due diligence" for acquisitions or security documentation, to ensure that rights to any Intellectual Property are owned by the relevant business. Protecting Intellectual Property Fletcher & Lawson can assist businesses to maintain and protect their Intellectual Property and the value existing in it. We can assist in the protection of a particular invention or design; either by unregistered protection or by the application and grant of a registered design, trade mark or patent. We advise businesses on their internal procedures to avoid the risk of their inventions infringing third party rights on or being copied or used by others, without authority. Fletcher & Lawson can take swift legal action to prevent any threatened or continued infringement of the Intellectual Property of a business. Exploiting Intellectual Property Businesses may seek to maximise the return obtained from their Intellectual Property by permitting other companies to exploit it. Licences can range from a simple sub-licence to a complex arrangement for the licence of all rights. Alternatively, a business may decide to effect an outright sale of Intellectual Property that it does not wish to exploit itself. There is no "standard" mode of exploitation; in advising on the legal aspects of a transaction Fletcher & Lawson will use its understanding of the commercial realities of the client's area of business and the commercial aims of the client. Intellectual Property Services In all these areas our solicitors will:
Employmenttop Fletcher Lawson can advise employers and employees on all aspects of employment, from recruitment through to termination and any dispute that may arise. In particular the Employment Division regularly advises on:
Insolvencytop All businesses need to be aware of the effect and implications of insolvency law, upon their customers, suppliers, competitor businesses or in connection with their own business. Businesses - relations with insolvent third parties Businesses should consider whether their terms of trade with any customer or supplier provides adequate protection in the event of insolvency. Quick and effective action needs to be taken by any business where any customer or supplier threatens to cease trading or otherwise becomes unable to pay its debts. In the case of customers appearing to be in financial difficulties, prompt tactical action (taken with the benefit of legal advice) may minimise the loss incurred by the business in the event of the subsequent insolvency of the customer. This may include prompt action to recover unpaid debts or assets of the business held by the customer. Opportunities may present themselves to acquire businesses or selected assets from liquidators and receivers - such an acquisition will usually have to be effected swiftly, to preserve the goodwill in the business and enable it to be acquired as a going concern. Businesses - dealing with their own insolvency Unhappily, many business concerns find themselves in financial difficulties for any number of reasons. The business should seek experienced practical advice as soon as it becomes aware of the problem. It may be possible for insolvency to be avoided. The considerable scope for corporate recovery may not always be appreciated when financial pressures are at their greatest. If formal insolvency cannot be avoided, the choice of route to take will be important. In all circumstances, directors will need clear advice on the action to be taken to minimise the potential loss of the business to the creditors and to minimise any risk of personal liability. |
||||||
Copyright © 2006 Fletcher & Lawson |
|||||||