Corporate and Business Law Services
Ramsden Lawyers’ Corporate & Business advisors target Small to Medium Enterprises (SME’s) as client relationships grow with the firm, providing advice in areas of business development, employment, structures, fundraising, structured and hybrid transactions as well as commercial property transactions. Businesses at all stages of growth should take advantage of the skill and expertise that is offered by our Corporate & Business law solicitors in these important areas that add value to SME’s if structured correctly and early.
CORPORATE LAW SERVICES
Our corporate law advisors provide high quality and personalised corporate law services to our clients in a professional, driven and timely manner. Ramsden Lawyers’ specialises in all aspect of Corporate Law, including:
- Management Investment Schemes and Property Syndicates;
- Distribution Agreements;
- Corporate Governance;
- Mergers and Acquisitions;
- Capital raising;
- Initial Public Offerings;
- Venture Capital; and
- Corporate Structuring.
Management Investment Scheme & Property Syndicate
Our corporate law advisors provide skilled advice in relation to subscribing to and setting up Managed Investment Schemes, Financial Services and Property Funds or Trusts. Regulation of these investments and securities is heavily regulated and requires quality professional advice.
A property syndicate is one such scheme whereby investors have legal title to the real property. Members of a Property Syndicate will generally each hold a certificate of title and will either have their own property or share an interest. A syndicate will normally involve an agreement between syndicate members and may also involve a further agreement with a property manager.
Under the Corporations Act 2001 (Cth) (Corporations Act) a property syndicate will generally fall within the meaning of a Management Investment Scheme (MIS). Pursuant to s601ED, a MIS scheme must be registered in certain circumstances. If registration of the MIS is required, the syndicate must obtain an Australian Financial Services Licence (ASFL) pursuant to section 791A. Strict financial conditions apply to holders of ASFL’s, which can be quite prohibitive in smaller property investment structures. However, where a registration of an MIS is not required, the licensing depends upon exemptions under the Corporations Act. In some instances an ASFL may still be required, but in other instances it will attract licensing requirements similar to investment companies.
Due to the complex application of the Corporations Act, legal advice is required. Ramsden Lawyers can assist promoters to draft syndicate contracts, amend relevant documentation, determine the application of the Corporation Act on the proposed structure and provide solutions to disputes. Our team can also provide advice to syndicate participants by reviewing contracts, generate alternatives and deliver advice on the practical and legal implications of entering into such a scheme.
When it comes to distribution agreements, our corporate law advisors provide extensive knowledge and expertise. A distribution agreement is a legal agreement between a supplier and distributer of goods. Our team can assist with drafting and negotiating contractual terms of a distribution agreement that will eliminate any misunderstandings associated with an informal arrangement and ensure compliance with relevant domestic and international law. Our Corporate law team will provide useful advice about contractual terms and conditions, performance and reporting obligations and terms relating to termination of the contract.
Corporate Governance is a multi-faceted area of practice. Directors are responsible for the corporate governance of their Company by guiding and monitoring the business affairs of the Company on behalf of the shareholders whilst simultaneously promoting ethical and responsible decision making. Implementing a systematic corporate governance structure within your business will promote and maintain investor confidences both in Australia and overseas. Our corporate advisory team can establish and administer a suitable compliance and corporate governance regime and further advise you on Corporations Act and ASX recommendations and requirements.
Our advisors will commit substantial resources in developing and implementing a systematic corporate governance structure to ensure it is successful and takes full advantage of the diverse skill and experience within our team.
Mergers and acquisitions
Our Corporate law solicitors are able to provide you with comprehensive advice throughout the acquisition process. Our team can assist by performing Due Diligence assessment to determine an appropriate acquisition strategy and acquisition target. We will negotiate with the acquisition target on your behalf to ensure that the merger or acquisition will benefit your firm’s operational or financial situation. Our team will further assist in structuring the resulting company in order to maximise operational efficiency. Our diverse skill and experience will ensure you a smooth integration in order for you to exploit the tangible benefits of market credibility and brand protection.
Ramsden Lawyers also works as professional team to Australian Public Companies that are either listed on the Australian Securities Exchange (ASX) or are unlisted or proceeding towards a listed float with a published prospectus. Ramsden Lawyers can assist companies with all aspects of fundraising and capital raising at any level and can acquaint clients with its network of strategic partners such as underwriters, independent directors, auditors, advisors and accountants. Ramsden Lawyers can assist in drafting Information Memorandums, Business Plans, Small Offer Documents and full prospectus tailored to any company and its objectives.
When it comes to capital raising, society generally fails to demystify the challenges associated with finding innovative ways to raise capital. Our corporate law team can assist corporations and small to medium businesses in raising capital by providing innovative ideas to facilitate the issuing of preferred securities, bonds and ordinary securities. Our team has the experience and skills in preparing prospectuses and product disclosure documents. Our clients rely on our ability to respond quickly and decisively to transactions they bring to us.
Initial Public Offerings (IPO)
IPOs in recent years have been appointed to assist businesses obtain venture capital or established companies to finance expansion through public equity. Ramsden Lawyers can assist you in determining the most appropriate structure for your IPO arrangement in order to successfully attract institutional and professional investors. Our corporate advisory team will assess your company to determine whether the minimum admission criteria set by the Australian Securities Exchange (ASX) can be satisfied.
Listed public companies are required to satisfy stringent compliance obligations under the Corporations Act and the ASX listing rules including ongoing reporting requirements. Our team will advise you on these obligations and introduce suitable licensed underwriters, sub-underwriters, and licensed stockbrokers to participate in the IPO. If necessary, we will introduce suitable intermediaries including specialist consultants and private wealth investors. We will continuously liaise with the professional advisers on your behalf to ensure a smooth transition from a private or unlisted public company to a listed public company.
In the current economic climate, entrepreneurial companies that do not have the assets and operating history required by traditional sources to obtain capital are exercising the option of becoming a venture capital funded company. Our corporate law solicitors will consult on establishing the most appropriate venture arrangement and attend to preparing all necessary documents required.
Our corporate law solicitors can further advise on exit strategies which may include management buyout, corporate redemption, forced receivership, sale of shares to principals or other equity partners.
Internal corporate structuring facilitates external transactions and effectively produces better results.
BUSINESS LAW SERVICES
Ramsden Lawyers specialise in business solutions for SME’s and offer wide-ranging business law advice, which includes:-
- Intellectual Property;
- Franchise Models;
- Licenses and Regulation;
- Initial Public Offerings;
- Consumer and Competition;
- Personal Property;
- Business Re-structuring;
- Business Succession Planning;
- Small Scale Offerings; and
- Australian Financial Market Licences.
Many SME’s overlook the importance of protecting and structuring intellectual property assets integral to successful business such as trademarks & brands, copyright, business systems and trade secrets. Ramsden Lawyers has provided structuring advice franchise chains and retail and professional service providers, to protect these valued assets that are at the core of any business.
Ramsden Lawyers advises and develops national franchise models for successful emerging businesses in many industries including health & fitness, restaurant & hospitality, liquor & gaming, professional & investment services and marketing & IT development. No matter the concept, Ramsden Lawyers can structure a franchise model and provide disclosure management that ensures increased revenue, quality control, and effective management of major franchises.
Licences and Regulation
Ramsden Lawyers appreciates the complexities associated with buying or commencing business arrangements. To assist with the transition our business law solicitors advise on all applicable regulation and licensing requirements. In respect of regulations our business law advisors can assist businesses to comply with industry standards, codes of code, and state and federal industrial awards. Our team of corporate lawyers will ensure that all applicable permits, certificates, licenses and legal obligations are obtained so as to ensure successful business operations.
Interests in Personal Property
The Personal Properties Securities Act 2009 (Cth) (PPSA) and the Personal Properties Securities Register (‘PPSR’) commenced operation on the 30 January 2012. While many individuals and businesses have ignored the alerts, registration of personal property on the PPSR is fundamental. Personal property is defined broadly by the PPSA and includes all tangible and intangible property including but not limited to motor vehicles, boats, machinery and equipment, crops, shares, intellectual property, receivables and contract rights. The PPSA effects most business transactions but also extends to leasing and the supply of goods. No matter what interest, Ramsden Lawyers can assist with the review of any business arrangements, advise on the practical and legal implications of the PPSA, advise on implementing existing and new procedures, and assist in the recovery of any personal property.
Many businesses overlook the serious consequences of insolvency. If businesses fail to act prior to becoming insolvent, bankruptcy can seriously affect business’ capacity to generate business in the future. Business can implement a strategic pre-insolvency plan to reduce further consequences and prevent insolvency becoming reality. No matter the degree, Ramsden Lawyers provides advice on business restructuring and provide solutions to help restore liquidity.
Business Succession Planning
Business succession planning is of fundamental importance and can maximise business opportunities by creating a systematic multi-generational business that guarantees leadership continuity. Early succession planning ensures a suitable supply of candidates for current and future leadership roles and enables businesses to prepare and manage candidate’s careers to optimise both the organisational and individual needs. No matter the concept, our business law solicitors can administer a succession plan and provide quality advice to ensure that all legal and financial elements of succession planning have been addressed.
Small Scale Offerings – Fundraising
Ramsden Lawyers appreciates the need for corporations to offer securities for sale. As a general rule under the Corporations Act, offers of securities for sale requires disclosure to investors in three circumstances: in off-market sales by controller, sales amounting to indirect issue and sales amounting to indirect off-market sale by controller.
Despite the requirement to disclose, the Corporations Act seeks to protect SME’s by providing an exemption where the fundraising involves a limited investment and a limited number of investors. Section 708 of the Corporations Act states that a disclosure document is not required if a person makes a personal offer of securities that result in securities being issued or transferred to 20 or fewer persons with no more than $2million being raised in any 12 month period. The exemption is limited to personal offers which prevent fundraisers from making offers to the corporate market at large without a disclosure statement.
Ramsden Lawyers’ business law expertise can provide a strategic structure to SME’s that will give rise to small scale offerings.
Australian Financial Market Licence
Under Part 7.2 of the Corporations Act, an Australia Financial Market Licence (AFML) is required if a person operates in a financial market, operates that financial market in Australia and have not been exempted from the operation of Part 7.2. This requirement also extends to persons holding out to operate in a financial market. There are however some slight differences where a person primarily operates their business outside of Australia. An application can instead be brought for a domestic Australian Market Licence (AML) under section 795B (1).
Our business law advisors can assist Australian businesses to obtain an AFML, provide advice on the obligations of licensees and provide information about the market’s operating rules and procedures. Our business and corporate team can also assist corporations who primarily conduct their business operations overseas, to obtain an AML and provide advice on the conditions associated with obtained an AML.