Service
Governance
Good governance is what separates businesses that scale sustainably from those that run into preventable problems as they grow. We help you build the frameworks that underpin sound decision-making and long-term accountability.
Structure that supports growth
When a business is small, governance is informal - founders make decisions together, roles are fluid and everything runs on trust. That works until it doesn't. As a business grows, takes on investment, adds shareholders or brings in new management, the absence of clear governance frameworks creates risk - disagreements about decision-making, unclear responsibilities and disputes that could have been avoided.
We advise businesses on the governance arrangements that underpin day-to-day operations and long-term accountability - from company constitutions and shareholder agreements through to board protocols and internal policies. Our focus is on getting these right before they're needed, not after a problem has already emerged.
What we advise on
Shareholders' Agreements
The private agreement between shareholders that governs how the business is owned, controlled and managed. We draft and negotiate provisions covering:
- Board composition and director appointment rights
- Decision-making thresholds and reserved matters
- Share transfer restrictions and pre-emptive rights
- Tag-along and drag-along provisions
- Buyout mechanisms for death, retirement or default
- Dividend policies and profit distribution
- Confidentiality and non-compete obligations
- Dispute resolution and deadlock-breaking mechanisms
Directors' Duties
Directors carry significant personal liability under Australian law. We advise on:
- Duty to act in good faith and in the company's best interests
- Duty of care and diligence
- Duty to prevent insolvent trading
- Conflicts of interest - identification, disclosure and management
- D&O insurance and deeds of indemnity and access
Board & Management Frameworks
Formalising how decisions are made and recorded at the board and management level:
- Board charters and committee terms of reference
- Decision-making authorities and delegations
- Meeting governance - notice, quorum, minutes, written resolutions
- Management reporting frameworks
- Succession planning
Equity and ownership transitions
Changes in ownership - whether through investment, buyouts, succession or restructuring - require careful governance planning. We advise on:
- Investor readiness - ensuring governance frameworks meet investor expectations before a capital raise
- Founder and co-owner arrangements - formalising the relationship between co-founders or business partners who have been operating informally
- Succession planning - governance structures for family businesses and closely-held companies transitioning between generations
- Exit strategies - pre-agreed mechanisms for shareholders who want to exit, including valuation methodologies and transfer processes
- Employee equity - governance frameworks for share option schemes and employee share plans
Internal policies and compliance
For businesses operating in regulated industries or with multiple stakeholders, we also assist with the policies and internal frameworks needed to demonstrate that the business is being run with appropriate care and oversight:
- Workplace health and safety governance
- ASIC compliance and annual reporting obligations
- Company secretarial support and register maintenance
Common scenario: Two co-founders who started a business on a handshake are now looking for investment. The investor requires a shareholders' agreement, a reviewed constitution, a clear cap table and documented board processes. Getting governance right before the investment process begins - not during it - is both faster and significantly less expensive.
Ready to discuss your needs?
We'd like to understand your business and how we can help. Get in touch for an initial conversation.