Corporate and Commercial Law
How We Can Help
KPA Lawyers’ Corporate and Commercial team advises clients across a full spectrum of business-related issues. Our work in this space spans from incorporating companies, to structuring and capital raising, advising on and drafting commercial contracts, advising directors on internal governance issues, brokering and advising on M&A deals, restructuring and successful exits.
Your business faces different legal challenges at every stage of growth. From starting out and structuring correctly, to managing contracts, protecting your interests, navigating disputes, and planning your exit, you need a legal partner who understands what you need, what you want, where you are and where you are heading.
After nearly 40 years of advising Melbourne business we have built an enviable network of advisors who can assist throughout your business growth.
Capital Markets and Capital Raisings
Capital raising is one of the most important steps a business takes throughout it’s growth journey. As you prepare to raise capital and bring in partners you will need to consider securing funds on time, complying with disclosure obligations and ensuring they withstand scrutiny, and the board must be protected from personal liability if the offer is later challenged.
Our clients rely on us to structure capital raisings with the confidence it holds together, ensuring there is appropriate disclosure and due diligence under the Corporations Act 2001, and managing the ASIC and ASX engagement so your board can stay focused on the business and be confident that the regulatory risk is managed.
What we do
- Equity capital raisings: IPOs, placements, rights and bonus issues
- Debt capital raisings: bond issues and note programs
- Hybrid instruments, stapled securities and structured products
- Securitisations and derivative transactions
- Schemes of arrangement and regulated capital transactions
- Capital management: buy-backs, capital reductions and sale facilities
- Due diligence on issuers, vendors and target businesses
- Drafting underwriting agreements and PDSs
- Engagement with ASIC, ASX and other market regulators
- Coordination with financial advisers, accountants and tax specialists
- Employee share option plans (ESOP)
Banking and Finance
Whether you’re borrowing to grow or lending to a business, the terms agreed throughout the term-sheet stage stick with you and your business during the whole term of the facility.
We help clients secure banking and finance terms that work for them. We negotiate facility agreements to your favour, making sure ISDA and hedging documents are clear and sensible, and properly handle PPSR registrations and Corporations Act 2001 compliance so your security is valid and enforceable. Having acted for both lenders and borrowers, we understand how the other side thinks, and we use that insight to give you considered, practical advice.
What we do
- Hedging, swap and ISDA documentation
- Convertible notes and structured instruments
- Intercreditor arrangements
- PPSR search, compliance and enforcement
- Bilateral, club and syndicated facility agreements
- Financial-assistance compliance under the Corporations Act
- Banking code and privacy compliance for lenders
- Both lender-side and borrower-side documentation
Venture Capital
Closing a venture capital round is exciting but can be devastating for your business if you sign a document that gives away too much of your founder control, dilutes your position and bounds you to exit rights that you are not comfortable with. In our experience, founders routinely give away more than they realise under pressure to get the money into their company for continued growth.
We act for founders, investors and VC funds across each round. Our work includes advising on and drafting term sheets, SAFEs, convertible notes, shareholders’ and subscription agreements, founder vesting, ESS and option plans, and the protective provisions and board mechanics that frame long-term founder and investor rights.
What we do
- Venture capital fund establishment and structuring
- VC investment transactions, Australian and international
- Term sheets, SAFEs and convertible note instruments
- Shareholders’ and subscription agreements
- Founder vesting and reverse vesting arrangements
- Employee share schemes and option plans
- Protective provisions and minority investor rights
- Pre-emptive, drag-along and tag-along provisions
- Due diligence on target companies and fund-side investments
- Post-investment governance and follow-on round support
Head Office Advisory
Boards and in-house counsel often have more work on their plate than their teams can handle, including governance decisions, director-duty questions under the Corporations Act 2001, succession issues, and occasional sensitive matters requiring immediate attention. Our head office advisory service gives boards and legal teams senior support on demand without increasing headcount.
We provide chair, CEO and board-dynamics advice, independent director support, company-secretarial coverage, and capacity support for in-house legal teams handling complex M&A, restructure or governance work, typically across a 6-to-12-month engagement. Each scope is shaped around how the team operates and where we can deliver most value.
What we do
- Board and governing-body advisory
- Chair, CEO and board-dynamics support
- Advisory services for independent directors and senior management
- Strategy and risk advice for boards and executives
- Senior team onboarding, transitions and succession
- Company secretarial and day-to-day governance
- Capacity and senior-level support for in-house legal teams
- Corporate, M&A and ECM transaction support
- Compliance advisory and reporting obligations
- Specialist input from across the firm where needed
Corporate Governance
Corporate governance is the system of decision-making and managing the risk that sits over every company. Our clients include listed and unlisted companies, family-owned businesses, institutions and not-for-profit organisations across a range of sectors. Our work often includes advising companies on the common pressure points; being director duties under sections 180–184 of the Corporations Act 2001, continuous disclosure for listed entities, related-party approvals, and the Director Identification Number regime.
In the event a governance issue escalates, we step in for regulatory investigations, board conduct matters and the hard conversations that come with them. Where a matter crosses into corporate, employment or disputes territory, we bring in those teams, and we deal directly with ASIC, the ACCC, ASX, APRA and FIRB whenever a regulator is involved.
What we do
- Directors’ duties, responsibilities and conduct
- Continuous disclosure obligations and trading policies
- Conflicts of interest and related-party transaction approvals
- Board composition, committee structures and charters
- Constitutions, governance manuals and policies
- AGMs, EGMs and shareholder engagement
- AGMs, EGMs and shareholder engagement
- Remuneration, incentive plans and executive compensation
- Company secretarial services and support
- Regulatory investigations and ASIC/ACCC/ASX engagement
Commercial Contracts
We regularly draft, review, negotiate, and advise on the contracts and commercial arrangements that businesses rely on for their day-to-day. Our work ranges from one-off transactions to also building a suite of contracts that a business and their in-house team can leverage to achieve faster and more consistent outcomes.
What we do
- Confidentiality and non-disclosure agreements
- Standard-form terms and conditions for B2B and B2C
- Tender packages and procurement documentation
- Template-suite development and contracting processes
- Joint ventures and collaboration agreements
- Franchise agreements and franchisee documentation
- Leasing, licensing and rental contracts
- Supply, distribution, agency and reseller arrangements
- Services and operating agreements
- IT procurement, software and managed services
Franchising
Australia runs one of the most heavily regulated franchise systems in the world, and the Franchising Code of Conduct changes often enough that a document suite requires an amendment every 2-3 years with disclosure documents, franchise agreements and operations manuals need to be refreshed each time the Code is amended or the network develops. We keep our franchisors current, and we make sure prospective franchisees understand what they are signing before they commit.
We act for franchisors and franchisees across network design, document suite preparation, ongoing Code compliance, expansion, disputes, and exits or acquisitions. Further, we have capabilities to provide you with advice where franchising law intersects with Australian Consumer Law, Privacy Act, Fair Work Act and IP to ensure you are covered when entering your next franchise arrangement.
We also tell you, plainly, whether a franchise system is the right vehicle for what you’re trying to do. Where it isn’t, alternatives like operating under a single company and issuing shares to each location or franchisee can deliver a similar commercial result where you are regulated under ASIC and the Corporations Act 2001, rather than the ACCC and the Franchising Code of Conduct, which in many cases can be less onerous and provide you with greater control over the enterprise.
What we do
- Franchise document suites, including agreements, disclosure, and manuals
- Franchising Code of Conduct compliance and refresh
- Australian Consumer Law and Privacy Act compliance
- Mergers and acquisitions of franchise systems
- Due diligence on franchise systems and brands
- Property and leasing for franchise networks
- Trademark and IP management for franchise brands
- Fair Work accessorial liability advice for franchisors
- Technology, data and cybersecurity arrangements
- Franchise dispute resolution, mediation and litigation
Unfair Contract Terms
We advise businesses on the unfair contract terms regime which covers standard form contracts entered with consumers and small businesses
Under Australian Consumer Law and the ASIC Act, the Unfair Contract Terms (UCT) regime applies to standard-form contracts, including pre-prepared contracts offered on a take-it-or-leave-it basis, with little room to negotiate entered into with consumers and small businesses. The 9 November 2023 reforms have also broadened the businesses caught by the regime and increased the penalties for breaching it.
We review standard-form contracts to identify exposure under the three-part statutory test (significant imbalance, not reasonably necessary, detriment if relied on), advise on amendments to bring a business’s contract suite into compliance, and represent clients on either side of UCT proceedings.
What we do
- Standard-form contract identification and analysis
- Unfair-term identification and risk assessment
- UCT compliance reviews and contract-suite refresh
- Advice on UCT obligations under the Australian Consumer Law
- Advice on the ASIC Act UCT regime for financial services
- Prosecution and defence of unfair contract term proceedings
- Board reporting on UCT exposure
Foreign Investment and Trade
Getting a cross-border deal wrong by overlooking FIRB approval is one of the few mistakes that can force you to unwind the entire transaction. Where a foreign person, including an offshore company is intending to acquire an Australian business, or shares in an Australian company, takes an interest in an Australian business or land, approval may be required under the Foreign Acquisitions and Takeovers Act 1975 (Cth). Monetary thresholds apply and vary by sector and investor, falling to $0 for sensitive and national-security-related areas. Importantly, FIRB approval generally must be obtained before the transaction is able to complete.
We assist our clients with a path through the approvals: the notifiability assessment up front, the FIRB application prepared and lodged, and the cross-border joint venture, distribution and licensing agreements that sit alongside. Where offshore capability is required, we coordinate international counsel through our network and lead the Australian side of the matter.
What we do
- FIRB applications and foreign investment approvals
- Inbound investment by foreign clients into Australia
- Outbound investment by Australian clients offshore
- Cross-border joint ventures and collaboration agreements
- International distribution, licensing and agency arrangements
- Foreign-purchaser duty surcharge advice
- Coordination with overseas counsel on multi-jurisdictional deals
Competition and Trade
Australia’s merger rules changed significantly on 1 January 2026 under the Competition and Consumer Act 2010 (Cth). Certain acquisitions must now be notified to the ACCC and cleared before they can complete, with mandatory thresholds, fixed timelines, and consequences for non-notification that can go as far as unwinding the deal.
Since the changes, our M&A team has already advised a number of businesses across merger clearance, ACCC investigations and section 155 notices, cartel conduct, misuse of market power, exclusive dealing, resale price maintenance, and the broader Australian Consumer Law obligations.
What We do
- Mandatory ACCC merger notification (post-1 January 2026)
- Pre-transaction competition risk assessment
- ACCC investigations and section 155 notices
- Cartel conduct advice and immunity policy applications
- Misuse of market power and unilateral conduct matters
- Exclusive dealing and vertical restraints
- Third-party access regime advice
- Misleading or deceptive conduct under the ACL
- Federal Court competition and consumer law litigation
- Compliance programs and competition law training
Privacy and Data Protection
Following the Privacy and Other Legislation Amendment Act 2024, the regulator now has stronger enforcement powers and has greater discretion to issued increased penalties on businesses that fail to comply with the changes, including a statutory tort for serious invasions of privacy having been introduced.
With penalties and compliance requirements both stepping up, we now regularly help businesses make sure their privacy policies, collection notices, data-handling practices, breach response, OAIC engagement and the privacy aspects of M&A where personal information changes hands are all suitable and fit for purpose.
What We do
- Privacy Act compliance, policy drafting and collection notices
- Data-handling procedures and information security standards
- Mandatory data breach notification and incident response
- Direct marketing, Spam Act and workplace surveillance compliance
- Credit reporting under Part IIIA of the Privacy Act
- OAIC engagement and submissions
- Privacy aspects of M&A and cross-border data flows
- Privacy litigation, including the statutory tort
Shareholder and Unitholder Agreements
Shareholders agreements (for companies) and unitholders agreements (for unit trusts) set the rules between owners, how decisions get made, how equity moves, what happens on exit and how disputes resolve. While a business can run without one of these agreements, the moment something complicated happens (new investor, founder exit, deadlock, sale, fall-out), the absence of a proper agreement has the potential to become an expensive problem.
Our experienced team regularly draft and advise on shareholders and unitholders agreements at any stage, from establishment, new round, investor admission, deed of accession on a founder exit. Our recommendation is that a shareholders or unitholders agreement should require an update after a few years of being in business, as what was once captured may not be appropriate for your business’s current needs.
What We do
- Shareholders agreements – drafting, review, negotiation
- Unitholders agreements – drafting, review, negotiation
- Reserved matter and decision-making provisions
- Pre-emptive, drag-along and tag-along provisions
- Deadlock mechanisms and dispute-resolution clauses
- Exit, buy-out and forced-sale provisions
- Founder vesting and reverse vesting arrangements
- Onboarding new owners (deeds of accession and variation)
Frequently Asked Questions
Disclaimer : The information contained in these FAQS is of a general nature only and does not constitute legal advice. It has been prepared by KPA Lawyers without considering your specific objectives, circumstances or needs, and should not be relied on as a substitute for tailored legal advice.
Why KPA Lawyers for Commercial Law
The firm that puts your outcome first
We combine senior expertise with genuine care, your matter will be handled by an experienced lawyer every step of the way.
Senior COMMERCIAL lawyers on every matter
A senior lawyer is involved at every stage, working alongside our wider team to ensure your matter is handled the right way.
Work with commercially minded lawyers
Many of our commercial lawyers have extensive experience in business and bring a strategic, measured approach to your matter.
Three conveniently located offices
Visit our Sandringham or Mornington offices or meet with us in the Melbourne CBD, whichever location is most convenient for you.
KPA handled our business sale with precision and care. They explained every step clearly and achieved a result we were truly happy with.
Business owner, Melbourne · commercial Law client
Client Stories
What our clients say
Our Team
The CORPORATE AND COMMERCIAL LAW TEAM
You get direct access to senior legal minds who actively steer your strategy, giving you the clarity and financial certainty you need to move forward with confidence.
Erin Varker
PARTNER
Erin heads KPA Lawyers' Commercial division and has been with the firm since her admission to practice. She...
Zaid Mohseni
SPECIAL COUNSEL
Zaid has advised private, corporate and government clients on a wide range of transactions including corporate restructuring, fundraising,...
Nancy D’Arcy
ASSOCIATE
Nancy is a commercial lawyer who works closely with clients to help them complete transactions efficiently and with...