Commercial & Business Law
Practical commercial and business law advice for businesses across Ballarat, Daylesford and regional Victoria.
Running a business involves important legal and commercial decisions at every stage, from establishment and day-to-day operations through to growth, restructuring or sale.
Baird & McGregor Lawyers provides practical, commercially focused legal advice to business owners, sole traders, partnerships and companies across Ballarat, Daylesford and regional Victoria.
We assist with buying and selling businesses, shareholder and partnership agreements, commercial and retail leasing, intellectual property and other commercial legal matters.
Buying a Business
Buying an existing business involves more than agreeing on a purchase price. It is important to understand exactly what you are acquiring, the obligations you may be taking on and the terms governing the transaction.
We assist buyers with reviewing and negotiating business sale contracts, due diligence and matters involving assets, goodwill, leases, employees, licences, intellectual property, restraints of trade and settlement arrangements.
Where appropriate, we work alongside your accountant, financier and other advisers to help ensure the legal aspects of the transaction align with your commercial objectives.
Buying a business? Speak to us before signing a heads of agreement or contract.
Selling a Business
Selling a business requires careful preparation to ensure the transaction is properly documented and the parties' obligations are clearly understood.
We assist business owners with preparing and negotiating sale documentation, including matters involving assets and goodwill, warranties, restraints of trade, employees, lease assignments, handover arrangements and settlement.
Obtaining legal advice early can help identify potential issues and ensure the sale documentation accurately reflects the transaction you have negotiated.
Selling a business? Speak with us early about preparing for the transaction.
Shareholder & Partnership Agreements
When people go into business together, clearly documenting how the business will be owned, managed and operated can help reduce uncertainty and provide a framework for dealing with future changes.
We prepare and advise on shareholder and partnership agreements tailored to the circumstances of the business and its owners.
These agreements can address matters including:
Roles, responsibilities and decision-making
Ownership and voting rights
Profit distributions and capital contributions
Transfers of shares or partnership interests
Bringing new owners into the business
Exit arrangements
Death, incapacity or retirement of an owner
Dispute resolution
In business with others or planning to bring in new owners? We can help you put appropriate agreements in place.
Retail & Commercial Leasing
In Victoria, business leases are generally classified as either retail leases or commercial (non‑retail) leases. The distinction matters because different legal rules apply, and the rights and obligations of landlords and tenants can vary depending on which category a lease falls into.
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A retail lease is a lease of premises that are used wholly or predominantly to sell or hire goods, or to provide services, to an end consumer. This includes many shopfronts and customer‑facing businesses, and can also apply in circumstances that are not always obvious, including some professional or service‑based businesses.
Retail leases in Victoria are governed by the Retail Leases Act 2003 (Vic). That legislation is designed to provide additional protections for retail tenants and imposes specific obligations on landlords.
Under the Retail Leases Act, landlords are required to provide disclosure documents, tenants cannot be asked to pay certain costs (such as land tax or capital expenses), and minimum lease terms and rent review rules may apply. The Act can override inconsistent lease provisions, meaning that even if a lease says something different, the legislation may prevail.
Whether a lease is captured by the Retail Leases Act can depend on the nature of the business, how the premises are used, and whether any statutory exemptions apply. The classification is not always straightforward and should be considered carefully before a lease is signed.
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A commercial lease generally applies to premises that fall outside the Retail Leases Act. These often include offices, warehouses, factories, storage facilities and industrial premises, but the classification depends on how the premises are used rather than how they appear.
Commercial leases in Victoria are primarily governed by the terms of the lease itself and general property and contract law, rather than by specific tenant‑protective legislation.
This allows greater flexibility in negotiating terms but also means fewer statutory protections for tenants. Costs, repair obligations, rent review mechanisms, outgoings and termination rights are largely a matter of negotiation between the parties.
Because commercial leases are less regulated, careful legal review is particularly important to ensure the terms properly reflect the parties’ intentions and commercial risk allocation.
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For landlords, a well‑structured lease provides certainty, protects the value of the property and reduces the risk of disputes.
We assist landlords with preparing and reviewing lease documentation, advising on compliance requirements (including retail leasing obligations), negotiating commercial terms, and managing lease variations, renewals and terminations. We also provide advice if issues arise during the lease term.
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Entering into a lease is a significant commitment. Many tenants sign leases without fully understanding how terms such as fit‑out obligations, outgoings, rent reviews or options operate in practice.
We assist tenants by reviewing and explaining lease documents in plain language, advising on key commercial risks, and helping negotiate terms where appropriate. Our aim is to ensure the lease aligns with your business plans and that you understand your ongoing obligations before you are locked in.
Intellectual Property
Intellectual property, including business names, branding, logos and other creative assets, can form an important part of a business's value.
We provide advice on protecting and managing intellectual property, including trade mark applications and trade mark and copyright infringement matters.
Trade Mark Applications
We assist businesses with trade mark applications, including identifying the appropriate owner, considering the goods and services requiring protection, preparing and lodging applications with IP Australia and responding to issues that may arise during examination.
Trade Mark & Copyright Infringement
We advise businesses where trade marks, branding, website content or other protected material may have been used without permission. We can also assist businesses that receive allegations of trade mark or copyright infringement.
Where a dispute arises, we provide advice about available options and appropriate next steps.
Thinking about protecting your brand or dealing with an intellectual property issue? Contact our Commercial Law team.
Our Commercial Lawyers
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![Tom Keightley]()
Tom Keightley
Managing Director
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![Don Robinson]()
Don Robinson
Special Counsel
- From The BlogCommercial & Business Law Insights
Whether you are buying or selling a business, entering into a commercial agreement, dealing with a lease or seeking advice about intellectual property, our Commercial Law team can provide practical advice tailored to your business and circumstances.
Contact our Ballarat or Daylesford office to arrange an appointment with one of our Commercial Lawyers.
Need Commercial or Business Law Advice?
Our Other Services
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Wills & Powers of Attorney
Plan ahead with confidence and protect what matters most. We prepare wills, enduring powers of attorney and medical treatment decision makers tailored to your circumstances, providing clarity and peace of mind for you and your family.
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Probate & Deceased Estates
Guiding executors and families through estate administration with compassion. We assist with probate applications, estate administration and resolving estate issues, helping you meet your obligations with confidence during a difficult time.
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Family Law
Practical legal guidance during life’s most challenging transitions. We advise on divorce, parenting arrangements, property settlements and financial matters, focusing on clear advice and workable outcomes for you and your family.
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Litigation & Dispute Resolution
Strategic advice focused on resolution. We act in property, estate and commercial disputes, debt recovery and litigation, helping clients resolve conflicts efficiently through negotiation, mediation or court proceedings where necessary.
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Property Law & Conveyancing
Clear, reliable legal advice for residential and commercial property matters. We assist with buying and selling property, transfers, subdivisions and leasing, ensuring transactions progress smoothly and with confidence from start to finish.
