Corporate and Commercial Legal Advisory

Corporate commercial matters affect how a business is structured, managed and connected with customers, suppliers, founders, investors and other commercial parties.

Legal issues may concern corporate governance, shareholder rights, commercial agreements, regulatory obligations, business restructuring or disputes arising from ongoing operations.

The legal structure selected for a business can affect governance, compliance, liability, fundraising and future transactions. Corporate documents should therefore reflect how the business actually operates.

Read about Corporate Commercial Legal Services.

Contract Drafting Review and Management

Commercial relationships frequently depend upon contracts with vendors, customers, employees, consultants, distributors, partners and service providers.

A contract should clearly address the work or goods being provided, payment terms, timelines, intellectual property, confidentiality, termination, liability and dispute-resolution mechanism where relevant.

Problems often arise when businesses sign generic agreements that do not reflect the actual transaction or fail to identify what happens if one party does not perform.

Contract management may also involve reviewing amendments, renewals, compliance obligations and commercial changes during the relationship.

See Contract Management.

Startup Advisory and Business Structuring

Founders may need legal assistance before incorporation and throughout the early growth of a startup. Questions can involve entity structure, founder ownership, contracts, regulatory obligations, intellectual property and external investment.

Founder arrangements should clearly address equity, responsibilities, decision-making, intellectual property ownership and what happens if a founder exits the business.

Startups seeking investment may also need to review term sheets, shareholder agreements and investment conditions before giving rights or control to outside investors.

Visit Startup Advisory.

Mergers Acquisitions and Private Equity

A merger, acquisition or private-equity investment may change ownership, management, financial rights and long-term control of a business. The transaction should therefore be evaluated beyond the headline valuation.

Corporate records, material contracts, liabilities, litigation, intellectual property, employment issues and regulatory compliance may become part of legal due diligence.

Transaction documents may also deal with representations, warranties, indemnities, closing conditions, investor rights, management control and exit arrangements.

Read about M& A and Private Equity.

Corporate Compliance Audit and Due Diligence

Compliance issues may remain unnoticed until an investor, lender, regulator or potential buyer begins examining the company. Missing corporate records or inconsistent contracts can then become commercial as well as legal problems.

A legal due- diligence exercise may involve corporate filings, shareholding records, licences, material agreements, employment documentation, disputes, intellectual property and other business records.

The purpose is to identify legal risks requiring attention before a transaction or regulatory issue becomes more difficult to address.

Visit Audit Diligence and Compliance.

Intellectual Property and Business Assets

A company's brand, content, technology, product designs, software and confidential business information can represent significant commercial value.

Intellectual-property work may involve trademarks, copyrights, patents, design rights, licensing arrangements and protection of confidential information according to the nature of the asset.

Businesses should also examine ownership when intellectual property has been created by founders, employees, consultants or outside agencies. Contracts can become particularly important where ownership or permitted use is later disputed.

See Intellectual Property.

Labour Employment and Workplace Compliance

Businesses may face legal issues concerning employment contracts, termination, workplace policies, confidentiality, employee misconduct, salary disputes and other employment-related matters.

Clear appointment letters, policies, disciplinary records and communication can become important when an employment relationship later develops into a dispute.

Workplace compliance can also involve prevention and handling of sexual-harassment complaints under the applicable legal framework, including internal processes required from covered workplaces.

Read about Labour and Employment.

Commercial Litigation Arbitration and ADR

Commercial disagreements may involve customers, vendors, partners, shareholders, investors, service providers or other businesses. The contract and relief sought can influence whether the matter proceeds through court litigation, arbitration, mediation or another mechanism.

An arbitration clause should be reviewed carefully before proceedings are commenced. Jurisdiction, appointment procedure, governing terms, interim relief and existing contractual notices may affect the process.

Settlement discussions and mediation may also be considered where the parties want to preserve a commercial relationship or avoid prolonged contested proceedings.

Visit Litigation and Alternative Dispute Resolution.

General Counsel Support for Growing Businesses

Startups and growing businesses may need legal support regularly even when they do not maintain a full-time internal legal department. Ongoing legal questions can involve contracts, employees, compliance, vendors, customers and corporate governance.

General counsel support can provide a continuing legal review process for business operations rather than waiting for every issue to become a separate dispute.

The company's legal requirements can change as it hires employees, enters new markets, raises investment or signs larger commercial contracts.

See General Counsel Services.

Documents Important for Corporate Legal Review

Corporate legal assessment becomes more effective when important business records are organised and the latest versions of agreements and statutory documents are available.

The documents required depend upon whether the issue concerns a transaction, contract, regulatory matter, investment, employment dispute or commercial litigation.

For new business setup, see Incorporation and Licensing.