top of page

company law

Welcome to Q&L Lawyers - Your Trusted Advisors in Company Law

At Q&L Lawyers, we specialize in company law, offering extensive experience to guide businesses through the complexities of corporate governance, compliance, and commercial transactions. With over 40 years of dedicated practice, our team of knowledgeable lawyers is committed to helping you navigate the legal landscape effectively.

 

We understand that every business is unique, and we provide tailored legal solutions that meet your specific needs. Whether you’re a startup looking to establish your foundation or an established company seeking to expand, we offer services in areas such as corporate formation, mergers and acquisitions, regulatory compliance, and dispute resolution.

Our proactive approach ensures that your company is not only compliant with current laws but also well-positioned for future growth. We work closely with you to understand your goals and challenges, providing strategic advice that empowers your business decisions.​ Types of Company Law matters we assist on:

  1. Corporate Formation and Structuring

    • We provide tailored advice on the suitable business entity (such as pty ltd, parntership or NFPs);

    • We assist with drafting and filing formation documents;

    • We help create operating agreements and bylaws;

  2. Corporate Governance 

    • ​​We advise on corporate governance best practices; 

    • We draft and amend corporate bylaws;

    • We conduct board meetings and preparing minutes;

  3. Compliance and Regulatory Matters 

    • We advise on compliance with local, state, and federal regulations;

    • We assist with licensing and permits;

    • We conduct compliance audits;

  4. Mergers and Acquisitions 

    • We conduct due diligence;

    • We draft and negotiate purchase agreements;

    • We advise on structuring transactions;

  5. Contract Drafting and Review 

    • We draft and review commercial contracts;

    • We advise on contract negotiation strategies;

    • We enforce contract terms and resolve disputes;

  6. Shareholder and Partnership Issues 

    • We draft and enforce shareholder agreements;

    • We advise on partnership disputes and buyouts;

    • We resolve conflicts among shareholders or partners;

  7. Business Succession Planning 

    • We develope strategies for business succession;

    • We draft buy-sell agreements;

    • We advise on estate planning for business owners;

  8. Financing and Capital Raising 

    • We advise on investment agreements and securities compliance;

    • We assist with crowdfunding and private placements;

    • We negotiate loan agreements and terms;

  9. Intellectual Property Protection 

    • We advise on trademark and patent registration;

    • We draft licensing agreements;

    • We protect trade secrets;

  10. Dispute Resolution 

    • We represent clients in corporate litigation;

    • We provide mediation and arbitration services;

    • We negotiat settlements;

  11. Employee and Labour Relations 

    • We advise on employment contracts and policies;

    • We check compliance with labor laws;

    • We handle employment disputes;

Office

Shareholder disputes

Shareholder disputes can arise for a number of reasons. It might be that one shareholder wishes to force the other to sell them their shares, or one shareholder may feel they are doing more work than the others, or shareholders disagree about business decisions, or a director may have breached their duty.​

 

When a dispute arises, careful consideration of the shareholder agreement and common law will be required to help resolve the dispute. The best method for resolving a shareholder dispute is through negotiation. If negotiation does not work, then a dispute may be taken to the courts. ​Negotiation is more cost and time efficient compared to going to court. Another option is to negotiate the sale of their shares, where the shareholder(s) will sell their shares to either the other shareholder(s) or a third party. ​If negotiations do not work, parties can resort to taking the dispute to court. Disputes that are likely to go to court are director breach, shareholder oppression, fraudulent management or self-dealings. The court can provide remedies in the form of injunction, specific personal remedies, or in extreme cases winding up of the company.

 

In certain circumstances where the formation of the company was based on personal relationships with mutual confidence, and these things have broken down, or a shareholder has been denied information or excluded from major decisions, these will be considered “just and equitable” grounds to wind up a company under section 461(1)(k) of the Corporations Act 2001.

​Shareholder Oppression Claim

A shareholders oppression claim is where one shareholder claims that the company is being conducted in a way that oppresses or discriminates against them, such as

 

  • Restrictions or unfair allocations of payments of dividends to particular shareholders;

  • Conduct that refuses shareholders access to information about the companies affairs; or

  • Using company funds for improper purposes.

 

If the court finds that there has been oppressive conduct, then s 233 of the Corporations Act 2001 grants the courts the power to make orders to:

  • wind up the company;

  • regulate the conduct of the companies’ affairs in the future;make one shareholder buy another shareholders shares;

  • stop someone from engaging in specific conduct; or

  • modify and review the company constitution.​

Business meeting

Shareholders Agreement

A shareholder agreement is a binding document that sets out and governs the relationship between the shareholders and directors of a company. It is important for a company to have a shareholders agreement as it sets out how the company will be managed, and the rights of the shareholder and directors from the very beginning, which will aid in resolving any disputes in the future. A shareholders agreement can minimize conflict, maximize cost efficiency, and allow for the company to grow.

Shareholders agreement outlines the structure and management of the company. It will also include what decisions will be made by shareholders versus directors, and what decisions will be made together. It specifies the rights of the directors and shareholders including voting rights, rights to appoint a director and rights to dividends. The agreement will also set out how directors can be appointed and removed and by who. Other aspects that a shareholders agreement will cover include:

  • The process of issuing, buying, splitting or converting shares;

  • The rules around selling shares or the company;

  • The price of the shares in the event of a sale to another person or a buy-out;

  • Reasons that would allow for a shareholder to be forced to sell their shares and leave the company;

  • How disputes will be resolved; and 

  • How deadlock votes will be decided.

Choose Q&L Lawyers as your partner in navigating company law. Contact us today for a consultation, and let us help you build a strong legal foundation for your business success.

bottom of page