CORPORATE

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RLW’s Corporate practice provides strategic legal advice to public and private clients, including counsel on corporate governance, transaction advice, restructuring and refinancing, and issues arising under the Corporations Act 2001 (Cth) and the ASX Listing Rules. Company law is a highly regulated area. Our experience and expertise gives you the edge you need to exploit opportunities, manage risks, and see your business realise its potential. 

HOW WE HELP

TRANSACTIONS AND STRUCTURING

We advise you on all types of corporate transactions, including:

  • mergers and acquisitions by public and private companies

  • due diligence advice, and preparation of due diligence reports for purchasers or investors

  • investments by institutional investors, private investors and private equity funds

  • corporate structuring and re-structuring, earn-outs and shareholders agreements

  • business and asset purchases and sales

We focus on mid-market transactions and on understanding commercial issues, regulatory challenges and market developments that affect you and the transactions you undertake.

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BOARD AND GOVERNANCE ADVICE

We advise you on corporate governance issues for directors and officers, and for private and public companies, including:

  • directors’ duties under the Corporations Act 2001 (Cth) and the common law 

  • corporate governance policies, conflicts of interest, and risk management policies

  • directors’ deeds of indemnity, access and insurance, and requirements for D&O

  • board composition and committees, including compliance with the ASX Corporate Governance Principles and developments in regulation and case law

  • continuous disclosure under the ASX Listing Rules and the Corporations Act 2001 (Cth)

We currently advise directors of listed companies, and the directors of some of the largest private businesses in our region.  We work with a limited number of clients to ensure we provide you with the attention, responsiveness and expertise you need.

We can also assist you by providing out-sourced support for company secretarial services (either on a transaction basis or under a continuing retainer arrangement) for matters including shareholder and board meetings, preparing notices of meeting, meeting procedures, agendas and minutes.

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COMMERCIAL CONTRACTS

We specialise in drafting and negotiating contracts for your specific business and corporate goals, including bespoke and special purpose agreements. Examples include:

  • supply and procurement agreements, data sharing agreements, transitional services agreements and services agreements

  • image rights agreements, licensing agreements and sponsorship agreements 

  • sales agreements, product distribution agreements and logistics contracts

  • farm-outs, agency agreements, grain handling and storage, and transport

  • services agreements for medical practitioners, executives, sports clubs and players, and in building and construction

We have advised on competition and consumer law aspects of commercial contracts, including distribution agreements, exclusivity arrangements and supplier agreements.

OUR TRACK RECORD

 

  • Advising on the structuring of managed investment schemes, including a wholesale MIS for funding property developments, and establishing a licensed responsible entity for promoting and offering syndicates.
     

  • Advising on board structuring, executive agreements, directors deeds and a suite of corporate governance policies for a new corporate group.
     

  • Drafting and negotiating bespoke contracts arising from a corporate restructure, including transitional service agreements, data sharing agreements and data security agreements.