Corporate & Commercial Law

Company formation and structuring

We help you set up your business the right way, from the ground up, with constitutions, shareholder agreements and governance frameworks.

Founder & Partner Relationships

We will help draft agreements that define roles, responsibilities, vesting, deadlock, and exit provisions to avoid future problems.

Farm ownership structures

Advice on the best legal structures for farms and agribusiness including Trusts, partnerships, companies or hybrids.

Capital and funding

We can structure funding arrangements and any loan agreements.

Tax structure

We’ll co-ordinate with tax advisors and structure entities to minimise tax risk.

IP

We ensure IP is properly owned or assigned, register trademarks, and draft IP licences.

Employment arrangements

Draft employment and contractor agreements and ensure compliance with labour laws.

Ownership, Control and Governance

We’ll advise you on ownership structure, voting rights, board composition, and decision-making rules to balance control between parties and reduce the risk of disputes or deadlock.

Funding, Contributions and Economics

We can document capital, asset, IP, and personnel contributions, set clear funding and dilution rules, and ensure profit-sharing aligns with each party’s risk and involvement.

Transfers, Exit and Termination

We’ll provide clarity by designing clear pathways for exits, transfers, drag/tag rights, and termination scenarios so parties can leave or unwind the arrangement without damaging the business.

Deadlock, Disputes and IP Protection

We’ll help you avoid deadlock by designing resolution mechanisms, dispute escalation processes, and robust IP ownership and use provisions to protect value during and after the relationship.

Transaction Structure and Scope

We advise on whether the deal should be structured as a share sale or asset sale, define what is included or excluded, and ensure the structure aligns with commercial, tax, and risk objectives.

Due Diligence and Risk Allocation

We manage and interpret legal due diligence, identify key risks, and allocate those risks through warranties, indemnities, and price adjustments.

Price, Payment and Completion Mechanics

We draft and negotiate purchase price mechanisms, earn-outs, deferred payments, and completion processes to reduce uncertainty and protect cash flow.

Regulatory, Employment and Post-Completion Issues

We handle regulatory approvals, employee transfers, restraints of trade, and post-completion obligations to ensure a clean and enforceable transition.

Franchise Structure and Expansion Model

We help structure franchising models, define territories, and set expansion rules that support growth while protecting the brand.

Franchise Documentation and Disclosure

We prepare and review franchise agreements, disclosure documents, and manuals to ensure clarity, consistency, and regulatory compliance.

Brand, IP and System Protection

We protect trademarks, confidential systems, and know-how, and put enforceable controls in place to maintain brand standards across the network.

Compliance, Enforcement and Exit

We advise on ongoing compliance, manage breaches, and structure termination and exit rights to protect the franchise system and its value.

Contract Structure and Risk Allocation

Our experienced Bramwell Bate team will structure commercial contracts and terms of trade to clearly allocate risk, limit liability, and reflect how the business operates.

Key Commercial Term

We draft and negotiate pricing, payment terms, delivery, warranties, and limitation clauses to protect cash flow and reduce dispute risk.

Compliance and Enforceability

We ensure contracts and terms of trade comply with relevant laws and are enforceable, including consumer, fair trading, and industry-specific requirements.

Disputes, Termination and Ongoing Management

We build in clear termination rights, dispute resolution mechanisms, and update processes so contracts remain effective as the business evolves.

Governance Framework and Decision-Making

At Bramwell Bate, we help design governance structures, board processes, and delegations that support effective decision-making and accountability.

Director Duties and Liability

We advise directors on their statutory and fiduciary duties, manage personal liability risks, and provide guidance on compliance and safe decision-making.

Board Conduct and Conflict Management

We help put processes in place to manage conflicts of interest, information flow, and board behaviour to reduce regulatory and dispute risk.

Crisis, Compliance and Risk Oversight

We support boards and directors through compliance challenges, financial distress, and regulatory scrutiny, helping manage risk and protect both the business and individuals.

Succession Strategy and Structure

We at Bramwell Bate have considerable experience in this area and can design succession plans that align with ownership, family, and commercial objectives while protecting business continuity.

Ownership Transfer and Value Protection

We structure share or asset transfers, manage tax and control implications, and protect value during generational or management transitions.

Governance, Control and Continuity

We put governance and control mechanisms in place to support incoming leaders and minimise disruption to the business.

Exit, Contingency and Dispute Planning

We plan for unexpected events, exits, and disputes to ensure the business can continue operating smoothly.

Lease Structure and Risk Allocation

We advise on lease structures, term, renewals, and incentives to align with your operational and financial needs.

Key Commercial Terms

We negotiate rent, outgoings, repairs, make-good obligations, and assignment rights to reduce long-term cost and risk.

Compliance and Regulatory Issues

We ensure leases comply with relevant legislation and manage disclosure and statutory obligations.

Disputes, Termination and Enforcement

We advise on defaults, rent reviews, termination rights, and enforcement to protect your position throughout the lease lifecycle.

Compliance Framework and Risk Assessment

We assess your business practices and marketing to identify consumer law and Fair Trading Act risks.

Contracts, Advertising and Representations

We review and draft consumer contracts, terms, and advertising to ensure claims are accurate and compliant.

Complaints, Enforcement and Investigations

We assist with consumer complaints, regulator inquiries, and enforcement actions to minimise exposure.

Training, Systems and Ongoing Compliance

We help implement internal policies, training, and review processes to maintain compliance as the business grows.