Case Study 1
Client: Investor/ employee
Problem solved: Documenting investment in a business
Not everything works out the way you had planned. Our client had been working with a well-known boutique online retailer as a graphic designer on a part time basis and was excited about the prospects for growth in the business. Our client negotiated with her employer to invest $75,000 in the business and came to us with a proposed shareholder agreement drafted by the business owner. We flagged a number of concerns with our client and proposed different mechanisms for protecting her investment and strengthening her ability to recover the $75,000 if things didn’t go as planned. Unfortunately, due to her strong relationship with her employer, and her employer’s rejection of ideas we proposed, she went ahead with minimum amendments.
The small changes we made gave our client the ability to take action to recover her money, but not without having to go to court. Things did not go as planned and our client lost her money. She came back to us saying we had failed to protect her investment. We were able to show her the options available to her as well as highlight the additional avenues that would have been available if we had been able to implement our original advice.
No contract is ever watertight and even the best written contracts don’t stop a person who is determined to behave badly, from behaving that way. Once she understood her options, our client decided not to proceed with court action and took the loss as an expensive learning experience.
Case Study 2
Client: Allied health
Problem solved: Documenting joint venture
You can probably identify at least one way to do something better in your industry. Anyone who has a little experience in any industry usually has something that frustrates them but is done a certain way based on convention. Allied health services are no different and there are an increasing number of creative people who are collaborating to develop new ways of offering services and being able to monetise those services.
Our client came to us with a free partnership template downloaded from the Internet and said they wanted to go into business with another allied health provider to develop a new product.
The trouble with the free partnership template was that it was completely the wrong business structure for the project. Our client and their collaborator intended to continue to operate their own practices and develop this product only as a side venture, which they could then both promote to add value for their clients.
Specific purpose ventures are much better created as a joint venture, whether a company is formed for that purpose or not. A partnership is more appropriate for a long-term whole of business collaboration because each of the partners becomes 100% responsible for the liabilities of the partnership; even if they weren’t involved in creating the obligation that gives rise to the liability.
We were able to create a joint venture agreement which clearly set out each party’s rights, obligations and entitlement to the product when the joint venture came to an end
Case Study 3
Problem solved: Getting contracts back signed from clients
Are you constantly chasing clients to get their agreements back signed so that you can start work? Most contracts do not need to be produced in hard copy or signed by hand to be binding.
One of our clients who is a designer came to us with this problem and we were able to adjust her service agreement to allow acceptance of the terms in a variety of ways other than getting a signed, scanned copy, or worse still, a hard copy, back from the client. She was able to then spend her time working with more people, more profitably.
Case Study 4
Client: Tech start-up
Problem: Messy business structure
People in start-ups working in a collaborative business space that gives them access to free legal templates can sometimes get ahead of themselves by simply aiming to save money. A client came to us after a prospective investor told them they had to get their structure tidied up before the investor would put money in. One of the founders had studied law at university and prepared all the governance documents, believing they had enough knowledge to do so.
What we discovered in reviewing our client’s business structure and documents was that they had mixed up entities, people and intentions so that the documents they had did not achieve their goals. Part of the problem arose from giving their two entities (one to hold intellectual property and one to trade with the public) similar names and mixed up references to the companies and each of the company ABNs in their documents, creating a lot of confusion. They had also prepared minutes of meetings that did not document the decisions made, identified the wrong parties (directors instead of shareholders) and identified the wrong companies. Their paper trail would not survive an audit and didn’t survive a look from a potential investor.
We were able to work with the client to fix their documents, conduct and properly minute the required meetings and ensure their details were properly recorded in ASIC. The investor then gave them the money they were hoping for.
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