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Corporate + Commercial


We Provide Strategic Business Insights

Regardless of your business’s size, superior legal counsel is indispensable. Engaging with a corporate and commercial lawyer is not merely about laying the groundwork for your venture but ensuring its trajectory towards success is well-charted.

In Melbourne and throughout Victoria, our corporate and commercial lawyers are distinguished by their unparalleled service. We’re renowned for delivering pragmatic and economically efficient solutions. Our expertise extends beyond mere legislative comprehension and the drafting of robust legal documents—though we also excel in these areas.

Our ethos revolves around a deep engagement with your business—understanding its operational nuances, ambitions, strategic direction, and the challenges it faces. This comprehensive insight enables us to offer tailored advice that aligns with your unique business landscape.

Our commercial attorney team is adept at navigating the full spectrum of corporate and commercial matters and transactions to confront any challenge your business may encounter. Our commitment is to facilitate your business’s enduring success and growth in Melbourne and beyond.

We Have a Proven Track Record Across Commercial Law.

Our commercial lawyers are experts in:

Joint Ventures and Shareholder Arrangements

Our firm offers unparalleled expertise in joint ventures and shareholder arrangements, ensuring that your ventures are legally sound and aligned with sophisticated business strategies. We provide an elite service covering formation, governance, compliance, and meticulously crafted exit strategies, underpinning prosperous partnerships.


In the rapidly advancing e-commerce domain, we tailor our services to meet the demands of clients seeking to navigate the complexities of digital commerce with finesse. We cover essential aspects, including online contracts, data protection, and consumer rights, ensuring your digital footprint is compliant and positioned for optimal success.

Intellectual Property

We design our intellectual property services for discerning clients, aiming to protect and capitalise on their innovations and creative endeavours. With a focus on registration, enforcement, and strategic utilisation of IP assets, we empower our clients to secure a competitive edge and drive their business growth.


We provide a bespoke legal service for franchising arrangements, ensuring that both franchisors and franchisees have agreements that reflect the highest standards of compliance and mutual benefit. Our approach is to support and establish thriving and successful franchise networks, fostering growth and brand strength.

Business Disputes

Our corporate lawyers specialise in navigating the complexities of business disputes with a refined strategy that combines legal acumen with a keen understanding of our client’s business objectives. Whether through litigation, arbitration, or mediation, we are committed to resolving conflicts that minimise disruption while safeguarding your interests and preserving the integrity of your business operations.

Startup Legal Advisory

For startups with a vision for high growth and innovation, we uniquely tailor our legal advisory services to address the challenges of the startup ecosystem. From entity formation to regulatory compliance, we provide agile and strategic guidance, laying a robust legal foundation that supports your ambitions for success and market leadership.

Services We Have Provided

  • Business structures, including partnerships, joint ventures, companies, discretionary unit trusts and hybrid trusts
  • Business succession strategies, including shareholder and unitholder agreements as well as buy/sell agreements
  • Asset protection strategies
  • Purchase and sales of businesses or shares in a company
  • Common and uncommon commercial agreements
  • Trademarks, including registration and dealing with infringements
  • Liquor licensing, including transfers
  • Resolving business disputes, including the breakdown of a business partnership
  • Preparing and advising on franchise agreements

Our Portfolio

Our portfolio of recent transactions underscores the calibre of our service, demonstrating the effectiveness of our commercial lawyer team and the breadth of our expertise. These experiences include:

  • Strategic Acquisitions for Industry Leaders: We counselled a forefront organisation in the smoke alarm repair and maintenance sector on several key interstate acquisitions, showcasing our ability to navigate complex transactions seamlessly.
  • High-Value Business Sales: Our team facilitated the divestiture of business interests for one of Australia’s most distinguished private landholders and hotel magnates, affirming our prowess in handling significant deals within the hospitality and real estate sectors.
  • Automotive Franchise Excellence: We have represented prestigious car dealership franchises in acquiring and selling flagship BMW and Jaguar/Land Rover franchises across Victoria and South Australia, underscoring our expertise in high-stakes automotive franchise transactions.
  • Innovative Real Estate and Information Management Deals: Our work with a major information management client, including their transition to a real estate investment trust and the acquisition of another significant entity, showcases our innovative approach to complex corporate structures.
  • Franchise Expansion for Leading Services: We played a pivotal role in structuring the franchise model for a premier relocation services firm, demonstrating our strategic acumen in franchise development and expansion.
  • International Business Transactions: Our involvement in selling a gas fireplace supplier’s interests to a globally listed company highlights our capacity to facilitate cross-border transactions with strategic finesse.
  • Corporate Reorganisation Expertise: We successfully undertook the corporate reorganisation of a national recreational service provider, showcasing our skill in enhancing operational efficiencies through strategic restructuring.
  • Private Equity and Fast-Food Industry Synergies: Acting for a prominent fast-food entity, we navigated investment and debt funding arrangements with a private equity firm, reflecting our expertise in marrying finance and industry for optimal outcomes.
  • Restructuring for Retail and Digital Enterprises: Advising a renowned tea retailer and a social media enterprise on corporate restructuring and private acquisitions, we demonstrated our ability to guide niche markets towards sustainable growth and development.

We Work with Commercial Clients at All Stages

Startups and Growth Businesses

Small and Medium Enterprises



For visionary startups and dynamic growth businesses, we offer tailored legal guidance to navigate the complexities of commercial law from inception through to expansion. Our services provide foundational strength and strategic foresight, ensuring emerging businesses are well-positioned for success. We understand the importance of agility and innovation in the startup ecosystem and offer bespoke solutions that protect intellectual property, secure funding, and establish robust corporate structures. Small and Medium Enterprises (SMEs) form the backbone of the economy, requiring expert legal support to thrive and grow. We provide SMEs with comprehensive legal advice that addresses their unique challenges and opportunities. From regulatory compliance and employment law to contract negotiations and dispute resolution, we aim to safeguard your interests while facilitating sustainable growth. We offer a sophisticated suite of legal services for established corporations that address the multifaceted nature of operating at scale. Our expertise covers corporate governance, mergers and acquisitions, international transactions, and complex litigation. We work closely with corporate leadership to ensure our legal strategies integrate seamlessly with overall business goals, supporting operational excellence and strategic expansion. Our commitment is to provide strategic counsel that drives competitive advantage and corporate resilience. Our firm specialises in the nuanced field of franchise law, offering comprehensive support to franchisors and franchisees. We understand the unique challenges and opportunities within the franchising model and provide strategic advice on franchise agreements, compliance, dispute resolution, and system development. We aim to ensure that franchises are structured for success, with strong legal foundations and strategic growth plans.

Corporate + Commercial FAQs

What do I need to know about starting a business?

When starting a business, it is crucial to consider the legal framework within which your enterprise will operate.

Our Scale-up and Startup Companies page offers a wealth of information tailored to the discerning entrepreneur. Here, you will find insights into structuring your business, protecting your intellectual property, and ensuring compliance with relevant regulations.


When buying a business, should I buy the assets of the business or the shares in the company that owns the business?

The decision to acquire the assets or shares of a business is nuanced and varies with each transaction. Two principal considerations should inform your choice:

  1. The optimal tax position for your business.
  2. The most favourable outcome in terms of legal and risk liabilities.

Purchasing assets, including tangible items like plant and equipment and intangibles such as goodwill and intellectual property, is often viewed as less risky. This perception is due to the potential for undisclosed liabilities associated with share transactions. However, asset purchases may not include critical contracts with employees, suppliers, and customers, making share purchases more appealing in certain scenarios.

Our role as commercial solicitors is to assist you in evaluating the significance of existing contracts and their impact on your decision to acquire assets or shares. Often, acquiring shares means assuming the company’s historical liabilities, necessitating a meticulously structured agreement to mitigate potential risks.

We invite you to consult with our team for a comprehensive analysis tailored to your specific circumstances.

How do I protect my business assets?

Protecting your business assets is a multifaceted process that demands bespoke legal strategies. The right approach for your business may encompass several protective measures, including:

  • Ensuring adequate insurance coverage.
  • Selecting the most suitable business structure for tax efficiency and liability protection.
  • Securing your intellectual property beyond mere business name registration.

Our Melbourne-based commercial lawyers are on hand to provide expert guidance tailored to your unique situation from the outset and as your business evolves.

What structure should I use for my new business?

Choosing the right structure for your business—a partnership, corporation, trust, or sole proprietorship—requires careful consideration of various factors, including liability and tax implications. Our Melbourne corporate law firm offers dedicated support to help you navigate these choices, ensuring your business foundation is robust and aligned with your future aspirations. We also offer access to specialised tax advice for those with specific tax concerns.

What are the advantages of partnering with a corporate and commercial lawyer for my business?

A distinguished corporate and commercial lawyer offers your business a strategic advantage, encompassing:

  • Tailored legal insights and contract expertise.
  • Proactive risk management and regulatory compliance.
  • Strategic advice on business structuring for operational efficiency and risk mitigation.
  • Preventative strategies to avoid disputes and litigation, thus preserving resources.
  • Comprehensive support in due diligence, particularly in mergers and acquisitions.
  • Adapting to legislative changes ensures your business remains compliant and ahead of industry trends.

This partnership transcends traditional legal support, positioning your business for sustained success and growth.

How can intellectual property be protected legally?

In the competitive landscape of Australian business, protecting intellectual property (IP) is paramount for sustaining innovation and maintaining a competitive edge. Our comprehensive approach to IP protection includes:

  1. Copyrights: Serve as the foundation for creative innovation, granting exclusive rights to creators for their original works for the author’s lifetime plus 70 years. Formal registration amplifies these rights, setting a legal precedent for your creations.
  2. Trademarks: Essential for establishing your brand’s identity, trademarks protect names, logos, and symbols, ensuring your brand’s integrity and preventing market confusion.
  3. Patents: Offer exclusive rights for inventions, providing a 20-year monopoly on the commercial use of an invention, contingent on a detailed application that proves the invention’s novelty and utility.
  4. Trade Secrets: Protecting proprietary knowledge is crucial to your competitive advantage, with protection measures centred on confidentiality and demonstrating value.
  5. Expert Legal Guidance: The complex nature of IP laws necessitates the expertise of a seasoned intellectual property attorney to navigate, secure, and enforce your IP rights effectively.
How can a lawyer assist in business succession planning and shareholder agreements?

Strategic planning for business succession and crafting shareholder agreements are fundamental for the longevity and stability of your business. Our legal services in this domain include:

  1. Crafting Shareholder Agreements: Formulating comprehensive agreements that outline the rights and obligations of shareholders, promoting equity and harmony within the business.
  2. Strategising Business Succession: Offering bespoke legal counsel for seamless transitions in leadership and ownership, ensuring the business’s resilience through unforeseen events.
  3. Integrating Estate Planning: Ensuring your business succession plan reflects your personal estate wishes, thus securing your legacy.
  4. Negotiating Valuation and Buy-Sell Agreements: Establish clear share transfer terms to protect interests and facilitate fair transactions.
  5. Facilitating Dispute Resolution: Providing expert guidance to navigate and resolve shareholder disputes, preserving the business’s integrity and continuity.

Our involvement ensures your business is prepared for the future and aligns with your strategic vision and objectives.

What sets your firm apart from others when providing legal services for businesses?

Marshall+Dent+Wilmoth Lawyers emerges distinctly within the legal landscape, offering unparalleled legal services to the business sector, distinguished by several pivotal attributes:

  1. Diverse Specialisation: Our broad spectrum of legal expertise encompasses commercial law, family law, litigation, dispute resolution, property law, and wills and estates. With exceptional niche knowledge in entertainment, hotels and tourism, and education law uniquely positions our firm to address the multifaceted legal needs of businesses.
  2. Strategic Foresight: With a commitment to not just immediate solutions but also to achieving sustainable long-term success, we provide strategic counsel meticulously aligned with our client’s future aspirations and objectives, ensuring their enduring growth and prosperity.
  3. Exemplary Communication: MDW holds exemplary communication as a cornerstone of its service, guaranteeing we thoroughly brief clients on our legal proceedings. This dedication to transparency fosters informed decision-making and a cohesive client-lawyer relationship.
  4. Unwavering Client Dedication: At the heart of MDW’s operations is a profound commitment to client satisfaction, offering bespoke advice, efficient solutions, and sophisticated legal acumen. This approach has cemented our firm’s reputation for delivering service excellence across personal and business legal matters.

MDW is a beacon of legal excellence and a trusted partner to the business community through its specialised expertise, visionary planning, exemplary communication, dedication to client service, and industry acclaim. We distinguish ourselves as a preeminent choice for businesses seeking comprehensive legal support in Australia. Secure your enterprise’s future with unparalleled legal support; schedule your exclusive consultation with our corporate and commercial lawyers in Melbourne.

Meet the team