Business and Commercial Law

FAQs: Common questions about contracts, business transactions and commercial matters are answered below.

Frequently Asked Questions About Commercial Law

1. What does a commercial lawyer do and how can HOCW help my business?

A business and commercial lawyer can offer a wide range of services to support businesses at every stage of the business lifecycle by providing sound legal advice, strategic thinking and practical tailored solutions.

Our commercial lawyers can help businesses structure, document and manage their legal relationships. We regularly advise owners, suppliers, customers, employees and financiers. At HOCW, we advise on business structures, governance, contracts, regulatory obligations and transactions so your legal framework supports growth and protects value.

Our commercial lawyers specialise in a range of business and commercial law matters, including:

• Business and company acquisitions and disposals

• Corporate law, including corporate governance

• Sale and hire of goods including terms and conditions with customers, agreements with suppliers and rental agreements

• Business law

• Shareholder and Unitholder Agreements

• Joint Ventures and Partnerships

• Advising directors

• Franchising

• Due diligence investigations

• Agency and distribution agreements

• Asset protection issues

• Business succession planning and implementation

• Contract law

• Business structuring including advice on appropriate structures and relevant incorporation documents such as Constitutions, Discretionary Trust and Unit Trusts

• Business Contracts and Negotiation

• Mergers and Acquisitions

• Intellectual Property Protection

Our lawyers understand the complexities of business and commercial law and help you navigate your business’ legal needs and challenges.

2. When should I hire a commercial lawyer for my business?

You should consider engaging a commercial lawyer when you are starting a new business, taking on investors, negotiating or signing significant contracts, buying or selling a business or company, planning for business succession, seeking corporate governance advice or restructuring your business. Early advice helps you avoid costly mistakes and set up clear arrangements between owners and key stakeholders.

3. How much does a commercial lawyer at HOCW cost?

Legal costs depend on the type and complexity of the work, such as structuring, contract work or acting on a business sale or purchase. We are transparent about fees and can discuss likely costs and available fee arrangements with you at or before your initial consultation, and as your matter progresses.

4. What happens in an initial commercial law consultation?

In your first meeting, we take the time to understand your business, your immediate issue and your broader goals, and review any key documents you provide. We then outline your options, explain how we can assist, and discuss likely next steps and costs.​

5. What types of businesses do HOCW’s commercial lawyers act for?

We act for start‑ups, small and medium businesses, established private companies and investors across a range of industries. Our advice is tailored to your industry, risk profile and commercial objectives rather than a one‑size‑fits‑all approach.​

6. Can HOCW help me set up a new business?

Yes. Getting your legal structure right is a fundamental step in setting up a new business. We advise on appropriate structures (such as companies, partnerships and trusts), prepare shareholder or partnership agreements and put in place key commercial contracts. We also help you understand your regulatory and compliance obligations from the outset.​

We can also assist with other startup documents such as terms and conditions, supply agreements, customer contracts and by reviewing any lease for any premises.

7. What business structures can HOCW advise on?

We can provide advice, in consultation with your accountant if required, on the appropriate structure for your business, whether it be as a sole trader, company partnership, discretionary or unit trust, including structures involving self‑managed superannuation funds where appropriate. We can also assist when your business expands and the initial structure may no longer be appropriate.

Factors that may affect the type of structure include how many investors are involved, financing considerations, the need for flexibility to introduce further investors, the type of assets associated with the business, other entities involved, asset protection and risk considerations, and tax implications such as income tax, stamp duty, capital gains tax, payroll tax and land tax.

Our role is to help you understand the legal, governance and commercial implications of each option so you can choose what best fits your goals.​

8. Do I need a lawyer to review my business contracts?

It is highly advisable, especially for important contracts with suppliers, customers, landlords, investors or key staff. We can draft, review and negotiate agreements to ensure they reflect your understanding of the deal, comply with the law and manage risk in a way that suits your business and risk profile.

9. What types of commercial contracts can HOCW help with?

We regularly assist with supply and distribution agreements, shareholder and unitholder agreements, service agreements, franchise agreements, confidentiality agreements, joint venture and partnership agreements, intellectual property licences, loan agreements, general security deeds and tailored terms and conditions. We also review existing contracts to identify risks, gaps or outdated provisions.​

10. Why shouldn’t I just use a template contract?

Generic templates often fail to address your specific deal, industry or regulatory requirements and can leave important risks unmanaged because they lack commercial protections. For instance, they may have broad limitation of liability or allocation of risk provisions not appropriate for your business, conflict with your internal policies or other contracts, be lacking confidentiality obligations, non-compete provisions, termination triggers, warranties tailored to your business and IP ownership provisions. We draft or adapt contracts, so they accurately record your arrangements, allocate risk clearly and are enforceable in your circumstances.

11. Can HOCW help if there is a dispute about a business contract?

Yes. We can advise you on your rights and obligations, assess your options and help you negotiate a resolution where possible. If necessary, we work with you on more formal steps, while keeping commercial outcomes and cost firmly in mind.

12. How can a commercial lawyer reduce the risk of future disputes?

By ensuring your contracts are clear, consistent and up to date, and that your governance documents and processes support how the business actually operates. We can review your existing documents and implement agreements and frameworks designed to minimise ambiguity and manage risk. This may involve considering risk provisions such as indemnity and liability clauses, ensuring the contract accurately documents your obligations and expectations, is compliant with the law and in line with your other documents and protects your position.

13. Can HOCW help me buy or sell a business?

Yes. We act for both buyers and sellers of businesses, advising on structure, conducting or responding to due diligence, preparing and negotiating contracts and managing the legal aspects of completion. We also deal with related issues such as employees, licenses, leases, intellectual property, franchise arrangement and associated entities like trusts or SMSFs.

14. What is legal due diligence when buying a business?

Legal due diligence is a structured review of the target business’s contracts, intellectual property, licences, structure, employment arrangements and key risks before you commit to the purchase. We identify issues that may affect price or deal structure and help you negotiate appropriate protections in the contract.

15. Do HOCW commercial lawyers work with my accountant or other advisers?

Yes. We often work closely with accountants, financial advisers and other professionals on structuring, transactions and succession planning. This collaborative approach helps ensure your legal, tax and commercial strategies are considered and aligned.​

16. Do you only act for clients in Melbourne and Mount Waverley?

Our commercial law team is based in Melbourne and Mount Waverley, but we act for clients throughout Victoria and interstate. Many matters can be handled efficiently via phone, email and online meetings.​

If you need advice about a business structure, contract or commercial law issue, contact our Commercial Law team for clear, practical guidance on your next steps.