Commercial

The sale or purchase of a business involves more than just signing a contract. It requires careful preparation, clear documentation, and thorough due diligence. For buyers, the process can be overwhelming — from securing finance to understanding exactly what they’re acquiring. For sellers, it’s about ensuring the business is ready for sale, obligations are met, and the transaction reflects its true value.

We support both buyers and sellers by managing the legal complexities, identifying risks early, and guiding negotiations to avoid disputes. Whether you’re a first‑time business owner or an experienced operator, our goal is to make the process clear, efficient, and secure.

We provide end‑to‑end support through every stage of the transaction:

• Pre‑transaction preparation
  
  • For sellers: business valuation support, collating financial documents, compliance checks.
  • For buyers: assisting with financing arrangements and initial assessments.

• Drafting and reviewing confidentiality agreements and letters of intent.
• Conducting thorough due diligence to uncover risks or liabilities.
• Negotiating key terms — including purchase price, payment structure, and contingencies.
• Drafting and finalising the purchase agreement.
• Managing any necessary regulatory approvals.
• Completing the transaction — signing agreements, transferring payment, and ownership transfer.
• Supporting the post‑transaction transition to ensure obligations are met.

Clients choose us for business sales and purchases because we:

• Bring extensive experience across a wide range of business and commercial transactions.
• Provide meticulous contract preparation and review, ensuring no detail is overlooked.
• Tailor our advice to fit the size, stage, and industry of your business.
• Use clear, practical communication to simplify a complex process.
• Focus on protecting your interests and ensuring a smooth, dispute‑free outcome.

With a dedicated commercial law team, we give you the confidence to proceed with clarity and control.

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We provide tailored advice and practical support across all aspects of structuring, including:

• Explaining the different structures available and their long‑term implications.
• Advising on liability, asset protection, and risk management.
• Outlining tax implications and how they affect your business and family.
• Ensuring compliance with registration, documentation, and ongoing regulatory requirements.
• Drafting and reviewing key legal documents, including:
  • Partnership agreements
  • Operating agreements
  • Shareholder agreements

We give our clients the confidence to make informed decisions by explaining each structure in plain language and outlining the long‑term impact on liability, tax, family dynamics, and future growth. Our role is to simplify the process, prevent costly mistakes, and ensure your structure supports your business ambitions.

When starting or restructuring a business, it’s not always clear which structure will best serve your goals. Sole trader, partnership, company, or trust — each comes with its own obligations, risks, and benefits. Without careful planning, the wrong choice can lead to unnecessary tax burdens, compliance issues, or exposure of personal assets.

Clients choose us for business structuring because we:

• Bring extensive experience advising businesses of all sizes and industries.
• Combine technical knowledge with practical, forward‑thinking solutions.
• Have a proven track record of helping businesses avoid costly legal and financial pitfalls.
• Provide clarity and confidence, ensuring your structure supports growth, protects assets, and reduces risks.

With our guidance, you can move forward knowing your business is built on strong, secure foundations.

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Compliance and governance are essential for every business — from start‑ups to established enterprises. Clients often come to us when:

• Facing a regulatory audit or investigation, where we prepare documentation, represent their interests, and minimise potential consequences.
• Introducing new products, services, or processes, where advice is needed on compliance obligations.
• Addressing compliance breaches, where we assist with investigations, manage communication with regulators, and implement corrective measures.
• Responding to new or updated regulations, where we review and adapt policies to maintain compliance.
• Managing mergers or acquisitions, ensuring governance and compliance obligations are met in the sale or purchase of a business or company.

Our approach is proactive — we don’t just respond to issues, we help businesses prevent them. By identifying risks early and building effective compliance strategies, we safeguard both your operations and reputation.

Our compliance and governance support typically includes:

• Reviewing your business operations, industry requirements, and documentation for compliance.
• Drafting and reviewing contracts, agreements, and internal policies.
• Advising on regulatory changes and their impact on your business.
• Representing your business during audits, investigations, and inquiries.
• Developing governance frameworks tailored to your industry and business model.
• Identifying risks and implementing strategies to minimise them.

Clients trust us with their compliance and governance needs because we:

• Bring broad industry knowledge and experience across businesses of all sizes.
• Have a proven track record of helping local businesses navigate complex compliance frameworks.
• Take time to understand each client’s operations and design strategies that work seamlessly within their existing business model.
• Are proactive in risk mitigation, helping to prevent costly breaches before they occur.

Our goal is to provide clarity and confidence — so you can focus on running your business while we ensure it remains compliant and well‑governed.

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Franchise law involves a unique set of rules and requirements, and both franchisors and franchisees face challenges that call for clear legal guidance. We commonly assist clients who are:

• Purchasing a franchise: reviewing the Franchise Disclosure Document, identifying red flags, clarifying obligations, and negotiating fair terms.
• Selling a franchise: preparing contracts and ensuring compliance with transfer requirements.
• Franchising their own business: structuring agreements, protecting trademarks, and creating compliant disclosure documents.

Our role is to simplify the process, highlight risks, and ensure your rights are protected at every stage. We also support clients in resolving disputes and adapting to changes in franchise law.

Our franchise services are tailored to your needs, but typically include:

• Drafting and reviewing franchise agreements.
• Preparing and reviewing the Franchise Disclosure Document.
• Advising on and protecting trademarks and intellectual property.
• Ensuring compliance with franchise legislation.
• Advising on business structuring and strategy for franchise models.
• Managing franchise sales and transfers.
• Reviewing leasing documentation
• Resolving disputes between franchisors, franchisees or third parties.

Clients choose us for franchise matters because:

• We have extensive experience advising both franchisees and franchisors, across businesses of all sizes and industries.
• We deliver personalised service, taking the time to understand your business goals and unique challenges.
• Our team has a proven track record in achieving fair outcomes and securing strong agreements.
• We provide comprehensive legal support across all commercial and business law areas, giving you consistency and efficiency.
• We empower our clients with the knowledge and tools they need to make confident, informed decisions.

Upon agreement regarding a property settlement, a Binding Financial Agreement may be signed by you and your ex partner to formalise the property settlement can be a useful tool to finalise the terms of your property settlement.

A Binding Financial Agreement (or “BFA”) is a contract between you and your partner (whether past, present or future) which dictates how your assets are to be split following separation.

A BFA can be entered into:

• ‍Before a marriage or a de facto relationship begins, in which case it is often referred to as a “pre-nuptial agreement” or “pre-nup”;
• During a marriage or de facto relationship; or
• Following the breakdown of a marriage or de facto relationship.

Binding Financial Agreements are subject to a stringent set of legislative requirements contained in the Family Law Act 1975 (the Act). Should a BFA fail to meet any of these criteria, it’s validity may be challenged and the agreement set aside by a Court.  

‍What makes a BFA binding

In order to be legally enforceable, a BFA must meet all of the following requirements:

• The agreement must be signed by all parties;
• Before signing the agreement, each party was provided with independent legal advice from a lawyer about the effect of the BFA on their rights and about the advantages and disadvantages of entering into the BFA;
• Each party must obtain (and give to the other party) a certificate signed by their lawyer confirming that the party received the legal advice detailed above; and
• The agreement must not have been terminated by the parties or overturned by the Court.

Why should I choose a BFA over consent orders?

Consent orders are another way that parties can formalise the terms of their property settlement. Consent orders may be less expensive than the preparation of a BFA, and do not require both parties to obtain legal advice as the terms of settlement require approval from the Court. On the other hand, there are situations where consent orders are not available and the parties must execute a BFA including:

• Where the parties want to quarantine particular assets, such as property they owned prior to the relationship, from being divided pursuant to a property settlement following the break down of a relationship;
• Where the parties have not yet separated—noting that the jurisdiction of the Court to make consent orders is triggered by the parties’ separation, so there is no “pre-nup” equivalent for consent orders;
• Where the parties want to make provisions for the payment of Spousal Maintenance or, alternatively, ensure that no Spousal Maintenance will be payable—noting that consent orders cannot deal with this issue.

Our team will guide you through the key steps, that typically involves:

• Initial consultation to understand the specific needs and objectives of the client. Obtain all information about the relationship as well as all assets and liabilities to advise of likely entitlement from the asset pool
• Thereafter, potential negotiations with the other side in relation to an amicable resolution.
• Once there is an agreement, there will be a draft Binding Financial Agreement exchanged and reviewed.
• When the draft is settled and parties are ready to sign, they are provided with extensive advice regarding the effects of the agreement, the advantages, and the disadvantages. 
• Each party's respective solicitor will sign the Certificate of legal advice.
• There are extra steps to the above if funds from superannuation are to be transferred to super fund with draft agreement sent.

How can Duffy & Simon assist?

There are advantages and disadvantages of finalise the terms of a property settlement by way of a Binding Financial Agreement. Duffy & Simon can assist you to determine whether or not a Binding Financial Agreement is the appropriate document to formalise your property settlement following a separation.

In addition, each party is required to obtain independent legal advice prior to executing a Binding Financial Agreement and there is obvious scope for expert legal assistance in this area. Whether you are looking to have a BFA drafted or you have been provided with a draft BFA by your ex-partner’s lawyer, our knowledgeable team can ensure that the agreement is drafted properly and meets the legislative criteria and the terms of your settlement, as you understand them. With years of experience drafting and reviewing BFAs, our family lawyers are intimately familiar with the workings of these documents and can help you avoid a catastrophic situation where you later discover your agreement is invalid.

Additionally, our Wills and Estates team can help you amend the provisions of your Will to ensure there is no clash between the terms of your Will and your BFA. With dedicated lawyers across a broad range of expertise, Duffy & Simon is your one-stop shop for all things pertaining to your property settlement.