Company Law & Advising Directors
The Corporations Act does not just apply to big businesses. Whether it is advising volunteers at local charities, the directors of family companies or the boards of multi-national companies we have the expertise to assist with the corporate governance issues of almost any client.
In some cases a corporate client may approach us for assistance with how best to restructure itself as the business it intends to conduct changes. Sometimes we assist individual directors who seek advice in their personal capacity on how best they can contribute (or otherwise) to the relevant corporation. Occasionally we act on behalf of clients who seek to recover against corporations and who may have behaved in a manner contrary to the Corporations Act.
A “shareholders agreement” or “partnership agreement” is essentially a contract which regulates and governs the rights of partners or shareholders in a company.
It is important to have these documents formalised because in the event of a disagreement between shareholders or partners, the rules outlined in the agreement will be enforced. You may have already drawn up a company constitution to set out the objectives of the company and govern internal management generally. However, a shareholders agreement or partnership agreement will include many important provisions the company constitution will not, such as:
-
Exit strategies for shareholders/partners
-
Rules on the appointing of directors/partners
-
Agreements on how shares can be bought or sold in the event of the death, disability or retirement of a partner/shareholder
-
Responsibilities of directors/partners in relation to budgeting and financing policies
-
Defining the ambit of the company’s business activities
-
Voting procedures and whether certain decisions need to be unanimous
-
Management policies and operations procedures e.g. delegation of decision-making power to individuals, scheduling of management meetings
-
Leave entitlements
-
Workplace relations policy
-
Dividend distribution and loan accounts policy
-
Restraint of trade and confidentiality provisions
-
Rights of minority shareholders
When drafting a partnership agreement or shareholders agreement, it is vital to seek legal advice as the points above are just some of the various factors that need to be considered. The nature of the document will also depend greatly on the nature of the business itself.
Fox & Staniland will provide you with sound business advice to ensure both compliance and the maximum protection of share value.
A joint venture is similar to a partnership in that it involves individuals gathering together with a view to making a profit. However, unlike partnerships which may go on forever depending on the partners, the life of the joint venture is limited. A joint venture is designed to commence, complete a particular activity, and then cease to exist. We advise clients in setting up, joining, amending, and dissolving joint ventures.