Corporate Governance

Good governance is good business

Corporate Governance

Corporate Governance refers to the mechanisms and framework that guide the operation, management and compliance of a company and is an essential aspect of effective management, especially for larger companies.

Whether your company is private or publicly-listed, it will have duties and obligations to shareholders, employees, stakeholders and regulatory bodies such as Australian Securities and Investments Commission (ASIC) or the Australian Securities Exchange (ASX).

Responsibility for corporate governance rests with the directors of the company and ensuring the company remains compliant can be complex and involve a lot of work, which draws time and energy from the running of the business. . Aditum Lawyers can assist you with corporate governance management and advise on issues such as company management, directors duties, shareholder rights and compliance. 

How we can help you

Our Sydney commercial lawyers can assist you with the following corporate governance matters:

  • Company meetings, such as annual general meetings, shareholder meetings and board meetings, which can be convened for various reasons, whether it be for approval of a business related matter, or for addressing  agenda items.
  • Board structure and composition, plays an important role in the operation of a company and its business. Having the right board structure can help the company to meet shareholder’s expectations and other obligations.
  • Corporate governance framework is essential to ensure you are meeting your compliance obligations. Clearly defined roles for directors, shareholders and company secretaries will help to assign responsibilities and ensure nothing slips through the cracks.
  • Directors’ duties under the Corporations Act, such as duty to avoid insolvent trading, Financial Information, Disclosing directors’ interest, ASIC obligations and Continuous disclosure. Failure to comply with these duties can have serious implications, including penalties imposed on the directors. 
  • Shareholders obligations with ASIC and other regulatory bodies. Shares can be attributed different rights and responsibilities depending on their class. These can effect voting rights, dividends, call options and many other. It is critical to understand your rights and liabilities as a shareholder in order to understand your position. 

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How can Aditum Lawyers help you?

Aditum Lawyers are dedicated to helping you stay on top of your corporate governance. We are available to help you with basic advice right up to a complete overhaul of your corporate governance processes. Contact us today to discuss your needs on (02) 8593 8326 or submit an online enquiry to get started.

Corporate Governance FAQs

If you’re looking to purchase a business or company, it’s important to seek legal advice from an experienced commercial lawyer as soon as possible to assist you in this process.

There are many areas to consider including the business structure best suited to your needs, finance and tax considerations, undertaking due diligence, the goodwill of the business, contract documentation and any capital raising methods you wish to consider.

There are many legal implications and requirements involved with selling a business and so it is important to engage an experienced commercial lawyer early on to assist you in this process to ensure a smooth transition.

There are many factors to consider including: sale structure and inclusions, contract documentation, employment concerns, supplier agreements/contracts, leasing arrangements, sale costs and tax implications, intellectual property and more.

Understanding the types of business structures available before starting a new business is crucial. The four most common business structures in Australia are:

Sole trader: you operate the business as an individual and are solely legally responsible for the business, inclusive of all debts and liabilities.
Partnership: two or more individuals or entities that agree, usually by way of a partnership agreement, to conduct a business together.
Company: as a separate legal entity, a company structure is ideal for individuals or entities considering the prosperity and growth of their business.
Trust: the trustee holds property or income for the benefit of its beneficiaries.

Our experienced commercial lawyers can help you understand the different structures that may be available and appropriate for your business.

There are many different ways to raise capital for your business. The three most common are:

Debt capital – this is essentially raising capital by borrowing money.
Equity capital – this requires you to sell part of your business in return for the capital used to grow the business. Equity capital allows you to raise more capital than you might be able to through a loan or security. 
Other forms – crowd sourced funding is a new and popular way to raise capital through online intermediaries whereby online investors raise capital your business needs for a very, very small part of your business.

Our commercial lawyers can assist you with working out which form of capital raise will work best for you and your business.

Contracts form a large part of any business. Our experienced Sydney commercial lawyers can assist with a range of contracts, including: partnership agreements, confidentiality agreements, joint venture agreements, employment agreements, manufacturing and supply agreements, consultancy agreements, advertising, sponsorship and marketing rights, licensing agreements, terms and conditions, service agreements, shareholder agreements, along with loan, mortgage and security documents.

Yes. Aditum Lawyers can advise you on a range of employment law matters, including: employment agreements or contracts, independent contractor’s agreement and subcontracting agreements, termination of employment and exit plans, advice in relation to Fair Work Australia (FWA), restraint of trade obligations and confidentiality agreements, employee grievances and workplace disputes, workplace bullying or harassment.

Contact us today to discuss your employment law needs.

There are various ways to protect your business’s intellectual property. These can include trademark registration, copyright, patents, distribution arrangements, licensing, terms and conditions and privacy policies, advertising and sponsorship rights and matters relating to e-commerce. 

Our experienced commercial lawyers can assist in all of these areas.

Australian Competition and Consumer Law encompasses a range of authorities and statues which work to protect the needs of consumers and regulate businesses selling goods and services to consumers.

These protections and regulations aim to prevent consumers from falling victim to business conduct that is against the law and can include things such as: misleading and deceptive conduct, unfair contract terms and false or misleading representations.

Aditum Lawyers can help you navigate the Competition and Consumer Law system whether you are a business or a consumer.

There are different types of trusts available for both businesses and individuals ranging from unit trusts (assets held on trust for the beneficiaries/unit holders), testamentary trusts (associated with wills), and discretionary trusts (often used by families).

Trusts are also a commonly used business structure, whereby the trustee holds property or income for the benefit of its beneficiaries. This type of trust can often be tricky to set up and so it is important to advice from a commercial lawyer before doing so.