Business Sales & Acquisitions Lawyers Melbourne

Practical Advice for Buyers, Sellers and Business Owners

Buying or selling a business is one of the most significant commercial decisions a business owner will make. Whether you are purchasing a business, selling a long-established enterprise, bringing in an investor, buying out a business partner or restructuring ownership, it is essential that the transaction is properly structured and documented.

At Brand Partners Commercial Lawyers, we advise business owners, investors, companies and family businesses throughout all stages of a business acquisition, sale, succession or restructure. We combine commercial law expertise with practical commercial experience to help clients complete transactions efficiently while identifying and managing legal risk.

Our lawyers understand that every transaction is different. A small family business sale, a professional practice acquisition and a multi-million dollar commercial transaction all present different risks and opportunities. We work closely with our clients, accountants, financiers and advisers to achieve a successful outcome.

Our Business Sale & Acquisition Services

We assist clients with:

  • Business sale agreements
  • Business purchase agreements
  • Share sale agreements
  • Asset sale agreements
  • Due diligence investigations
  • Heads of agreement and term sheets
  • Confidentiality agreements
  • Restraint of trade provisions
  • Earn-out arrangements
  • Vendor finance arrangements
  • Shareholder agreements
  • Partnership agreements
  • Joint venture agreements
  • Business succession planning
  • Business restructures
  • Management buy-outs
  • Family business transitions
  • Commercial contract reviews
  • Negotiation of transaction terms
  • Settlement and completion processes

Buying a Business

Purchasing an existing business can provide significant opportunities for growth, but buyers must ensure they understand precisely what they are acquiring.

Important issues often include:

  • Is the business being sold as a share sale or an asset sale?
  • Are there undisclosed liabilities?
  • Are key contracts transferable?
  • Will key employees remain with the business?
  • Are there pending disputes or claims?
  • What warranties should be provided by the seller?
  • Is the purchase price appropriate?
  • Is restraint protection adequate?

We assist purchasers to conduct due diligence, identify potential risks and negotiate documentation that appropriately protects their investment.

Selling a Business

When selling a business, proper preparation can have a significant impact on transaction value and settlement outcomes.

We assist vendors with:

  • Structuring the transaction
  • Preparing sale documentation
  • Managing confidentiality obligations
  • Negotiating transaction terms
  • Limiting post-settlement liabilities
  • Protecting purchase price payments
  • Managing restraint provisions
  • Resolving issues identified during due diligence

Our objective is to help business owners complete a successful sale while protecting the value they have spent years building.

Business Succession and Exit Planning

Many business owners eventually face questions such as:

  • How do I transition ownership to family members?
  • How do I retire from the business?
  • How do I buy out a business partner?
  • What happens if a shareholder wishes to exit?

Planning these issues early often avoids disputes and allows greater flexibility when implementing a transition strategy.

We regularly work with owners, directors, accountants and financial advisers to develop practical succession and exit arrangements.

Common Business Sale Disputes

Unfortunately, disputes sometimes arise before or after settlement.

Common issues include:

  • Alleged misrepresentations
  • Breach of warranties
  • Purchase price adjustments
  • Earn-out disputes
  • Vendor finance defaults
  • Competition and restraint breaches
  • Employee entitlement issues
  • Disputes regarding business assets

Because Brand Partners also practises extensively in commercial litigation, we understand how transactions can unravel when agreements are poorly drafted. This experience assists us to identify and manage risks before disputes arise.

Why Choose Brand Partners?

Our lawyers provide practical advice based on commercial realities rather than simply technical legal theory.

Clients choose Brand Partners because:

  • We understand both transactions and disputes.
  • We focus on practical commercial outcomes.
  • We work closely with accountants and other advisers.
  • We provide clear and straightforward advice.
  • We have extensive experience in commercial and business matters.
  • We take the time to understand our clients’ objectives.

Our role is not merely to prepare documents. Our role is to help clients make informed commercial decisions and complete transactions with confidence.

Related Services

Brand Partners also advises clients in relation to:

  • Commercial contracts
  • Shareholder agreements
  • Shareholder and partnership disputes
  • Commercial litigation
  • Debt recovery
  • Commercial property transactions
  • Commercial and retail leasing
  • Business restructuring
  • Property development matters

Frequently Asked Questions

Should I buy the shares or the assets of a business?

The answer depends upon a range of factors including tax implications, risk allocation, existing liabilities and the nature of the business. We can advise on the advantages and disadvantages of each structure before contracts are signed.

What is due diligence?

Due diligence is the process of investigating a business before acquisition. It may include reviewing financial records, contracts, leases, employees, intellectual property, disputes, licences and regulatory compliance.

Do I need a shareholder agreement?

In most businesses with multiple owners, a properly drafted shareholder agreement is highly desirable. It helps regulate decision-making, ownership transfers, dispute resolution and exit arrangements.

When should I engage a lawyer?

Ideally, before signing a heads of agreement, offer document or contract. Early legal advice is often significantly less expensive than resolving issues later in the transaction.

Speak With Our Business Transactions Team

Whether you are buying a business, selling a business, restructuring ownership or planning your exit strategy, Brand Partners can provide practical and commercially focused advice.

Contact Brand Partners Commercial Lawyers to discuss your proposed transaction and obtain advice tailored to your circumstances.