Commercial Law Advice
Genuine, Invested, Effective
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Pono, Ngākaunui, Whaihua
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Genuine, Invested, Effective • Pono, Ngākaunui, Whaihua •
Staley Cardoza’s commercial lawyers have assisted Otago businesses for more than 25 years. At their heart, businesses are about people. We start by understanding you, which is our commercial edge.
All businesses enter into critical contracts: whether it’s a commercial lease, shareholders’ agreement, financing arrangement, a contract for an expansion or sale, or simply doing deals. It’s our business to understand what you actually need, and give you straightforward advice.
Business Lawyers
Commercial contracts can extend across many parts of a business. Good commercial advice is more than spotting clauses; we want to help you understand the deal. Sometimes what is not in a document matters just as much as what is.
This is the standard we bring to our work. Our attention to detail and commercially smart thinking allows you to think clearly about your options and risks when reviewing and negotiating contracts. A well-drafted contract will not just record an agreement; if a dispute arises, it can be one of your most valuable assets.
As business lawyers, we work with family-owned businesses, property owners, developers, and commercial parties of all kinds. All of them value our practical thinking.
Commercial Law Services
We advise on a wide range of commercial and commercial property matters.
Get in touch with our commercial lawyers to talk through what you’re dealing with, whether it’s a single contract or an ongoing relationship as your business grows.
Buying or selling a business
If you are buying or selling a business, you already know it’s an important deal. Some things are the “big picture” (the price, timing, and core terms), but the nitty gritty is important too.
Behind every business transaction is a fair bit of commercial law. That’s where we come in. Our business lawyers will think about the warranties, leases, employees, stock, and the other details that can become surprisingly important later on. We will work closely with your accountants and other business advisors to ensure that everyone is on the same page and keep your deal moving.
Subdivisions
We specialise in subdivisions. Navigating complex Territorial Authority requirements, Land Information New Zealand/LINZ processes, and the complexities of land titles is an area where experience really counts. Our experience means we can cut through the technical jargon and help you keep your project moving.
We will work closely with your surveyors, accountants and other advisors to ensure that your structures are correct, and to secure the ever-important final “223” and “224” certificates that will enable your new separate titles to issue.
Matthew is experienced with large-scale subdivisions and all kinds of land registration matters, including easements, forestry rights and all kinds of interests that can be registered against land through LINZ.
Commercial Leases
Even “standard” lease terms can carry enormous financial and legal risks. A lease is often a business’s biggest commitment after its people. A good lease will protect you and your business, whether you want to stay, or assign it to someone else.
We are specialists in negotiating and drafting leases and assisting with all leasing disputes. We act for commercial landlords and tenants. We can also assist with renewals, rent reviews, variations, subleases, and documenting exit arrangements.
Shareholders’ Agreements
Nobody likes awkward questions. A good shareholders’ agreement will deal with them before they become real problems. What happens if business owners fall out? Should some owners have more say in the direction of the business or its day-to-day running than others? You can avoid future problems by recording your agreement while everyone is on good terms.
This type of agreement deals with these questions early. It sets clear ground rules for decision-making, share transfers and buyouts, and tells you what happens when circumstances change. If you protect the shareholders and what they intended, you can protect the business and make difficult transitions cleaner than they would otherwise be.
Organisations and Governance
We advise trusts, incorporated societies and not-for-profit organisations on governance and legal issues.
Julie Mander brings years of experience in this sector and provides support for our clients who need advice on charitable trusts, incorporated societies, and not-for-profit organisations. Good legal structures and well-drafted documents protect an organisation and its people, keep it compliant, and let them carry on with their important work.
Frequently Asked Questions
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You can, but the terms recorded in that document will be the terms you will be stuck with: who pays for what, what happens on renewals, how you can get out of the arrangement. A review before you sign will cost much less than resolving a dispute arising later.
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Normally yes, but only if both of the parties agree. We can help document the changes properly, so you fix any issues, without creating further problems or compounding mistakes.
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Yes, and we do so regularly. We can document private loans and put the right security in place, whether that is a mortgage, or a General Security Agreement (GSA). We can handle the necessary registrations, including on the title and/or PPSR. A handshake may be enough while things are going well. If they don’t, good documentation and registered security are everything.
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In an asset sale, you buy the business out of the company, its plant, stock, goodwill and key contracts, and you leave the old company, and its liabilities, behind. In a share sale, you buy the company itself, (think “lock, stock and barrel!): the contracts, the staff, and the history, including any skeletons nobody has found yet. Buyers sometimes prefer asset sales, and sellers sometimes prefer a share sale, although for family deals, where the history is a “known quantity”, a share sale is often the simplest, cheapest, and most suitable. Either way, there will always be tax and other due diligence items to consider. We can assist in checking that the paperwork matches the proposal.
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Sometimes, you may not know what questions to ask. That is where our experience counts. The accounts may look healthy, but (for example) the key staff may not have contracts, or the lease may only have 6 months left to run. If you lose the things that underpin the business’s value proposition, you may lose the very thing you thought you were buying.
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Yes. Staley Cardoza has been based in the lower Octagon since 1998, and a good portion of our commercial work comes from existing clients referring other business owners they know. That local track record is worth asking about directly if you want references before you commit.
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The day-to-day work is broader than most people expect, and typically includes:
Reviewing and negotiating commercial leases before you sign
Drafting and checking supplier, customer and partnership agreements
Advising on business structure, including companies, partnerships and trusts
Managing business sale and purchase agreements from due diligence to settlement
Our friendly team welcomes enquiries.
We value the client relationships we build.