At Fox & Staniland we also understand that smaller businesses often experience an imbalance of power when negotiating with larger businesses, such as large suppliers or even landlords. Achieving the best possible outcome from commercial transactions such as a contract for the sale of a business or a commercial lease can be difficult when one party has more resources or market power than another.
However, there are a wide range of industry codes and Acts which may influence how certain transactions are to be negotiated and many of these laws are effective in protecting smaller businesses. For example, the Competition and Consumer Act 2010 (Cth) contains specific provisions aiming to prevent stronger parties using their bargaining power in harsh or oppressive ways against others. Section 21 of the Act prohibits unconscionable conduct in relation to the supply or acquisition of goods and services. Courts will look at a variety of factors to determine whether a party has engaged in unconscionable conduct, such as any use of undue influence, unfair tactics, whether parties acted in good faith and whether the stronger party imposed conditions that were not necessary to protect their legitimate business interests.
At Fox & Staniland we will combine our extensive practical commercial experience with sound legal knowledge to ensure your rights, property and best interests are protected during any commercial transaction you may need to negotiate.
A “transition services agreements” is a contract often utilised by businesses involved in mergers or acquisitions.
In a typical TSA, the seller of the business continues to provide some support services to the buyer of the business for an agreed period of time. This service is then performed in return for some compensation. For example, the purchaser of a business which heavily relies on information technology may require the seller to continue providing technical support until it has the IT capacity and resources to manage on its own.
For buyers, a TSA may accompany a sale and purchase agreement with the purpose of facilitating a smoother transition of ownership or post-merger integration. For sellers, your priority may be to ensure a timely and efficient conclusion of negotiations with minimal obligations under the TSA.
Buying or selling a business can be a challenge, particularly in the period immediately after completion of the sale contract. Fox & Staniland can assist you in negotiating an agreement that serves the best interests of your business to give it the best start possible.