Corporate, Business and Intellectual Property

OUR FOCUS

In today’s volatile marketplace, the strength and value of a business lies in its ability to protect, exploit and ultimately transfer the assets of the business.

The protection of business assets is paramount to the growth and development of a successful business. Of equal importance is the implementation of a solid and reliable base from which such business can operate.

To successfully achieve this, the implementation of effective contracts and arrangements will secure your business assets whether those assets comprise physical product, internal structure and governance or rights such as customer and supply contracts, intellectual property and goodwill.

Our commercial team will also ensure the structure, management and control of your business provides a firm and effective platform from which your business can grow. We can review and advise on your corporate structure, develop employee participation and incentive schemes, assist in capital raising, ensure appropriate contracts exist to regulate the control and management of the business and manage the ultimate sale of the business.

BUSINESS MANAGEMENT

Our commercial lawyers can deliver strategic business advice and documentation to provide a sound and enduring basis for the conduct of your business.   We can also advise on your business sale including the benefits of conducting a pre-sale re-structure and due diligence procedures. We offer a vast range of services including:

• advising on your business structure and the tax, asset protection and associated benefits of a business re-structure;

• preparing a comprehensive Constitution incorporating share classes with differing rights and entitlements, pre-emptive share transfer rights and exit & transfer provisions;
  preparing Partnership or Shareholders Agreements and negotiating partnership or shareholder disputes;

• advising on corporate compliance and governance issues;

• negotiating and preparing business sale agreements, conducting due diligence and advising on employee entitlements and the transfer of employee benefits;

• preparing employee incentive and participation schemes;

• advising on and assisting with proposed capital raising by rights issues, IPOs or external fundraising including private equity;

• advising on requisite disclosure procedures under the ASX listing rules and Corporations Act and preparing relevant disclosure documents; and

• advising on control and membership issues including governance and reporting requirements, directors' duties, continuous disclosure obligations and related-party benefits.

BUSINESS PROTECTION

We can provide protection for your business assets by implementing various measures which are designed to develop and maintain your business’s inherent value. To assist in the protection of your business assets we can provide the following services:

• brand protection and maintenance including licensing and commercialisation of intellectual property;

• advising on and drafting licensing, sponsorship, distribution, supply and manufacturing agreements including advice on international aspects, tax implications, confidentiality, royalties and the commerciality of the contract;

• preparing confidentiality and non-disclosure agreements;

• enforcing and defending your rights including infringement of trade mark rights, passing off and misleading & deceptive conduct, defamation, copyright infringement, contractual breach and breaches of consumer protection laws under the Trade Practices Act;

• preparation of key personnel contracts including management and consultancy contracts incorporating restraint of trade and non-compete provisions.

BUSINESS REGULATION

Many aspects of a business are regulated by mandatory and voluntary regimes such as privacy laws, advertising regulations, internet content rules and restrictions and product disclosure information laws. Our commercial team can assist you with the various and numerous regulations which may affect your business including:

• advertising regulations governing print, television, internet, mobile and other media formats;

• labelling and packing requirements including disclosure of age-restricted content and product classifications;

• product distribution regulations including insurance, price maintenance restrictions, tax obligations on importation or exportation and product liability,

• internet and mobile content and conduct regulations including privacy laws, content restrictions, internet access and distribution of product via the internet.

BUSINESS GROWTH

We recognise that, with the emergence of new technologies including the internet and mobile communication, a myriad of new regulation has been created governing the activities of various businesses and also creating new opportunities for business expansion. In this respect, we can:

• provide advice and documentation to allow your business to incorporate new technologies into your business portfolio;

• advise on both mandatory and voluntary regulation of conduct and activities in emerging technologies including internet and mobile communication; and

• enforce and defend your rights in business conducted by you or third parties on the internet and mobile communications.

OUR TEAM

Peter McCrohon – Partner
B.A.   LL.B.   M.Com.  M.Tax.  FTIA
Direct Line: 9220 9620  Email: p.mccrohon@mbplegal.com.au

Karin Bergseng – Partner
LL.B. (Hons)  M.Tax.  FTIA
Direct Line: 9220 9601  Email:  k.bergseng@mbplegal.com.au

Stacey Smith – Senior Lawyer
LPAB  M.Tax  FTIA
Direct Line: 9220 9640  Email:  s.smith@mbplegal.com.au