We  can easily draw on the expertise of our corporate, property, employment and Intellectual Property lawyers to meet your diverse business needs.

Corporate and commercial services

Business formation

I don’t believe in shortcuts. I hired Optim Legal to help get it done right so I can concentrate on building my business.

Our team of corporate and commercial lawyers can help you to build a solid legal foundation your venture. We advise clients on:

• Incorporation and proprietary limited company, partnership and joint venture formation
• Agreements among founders and equity holders
• Initial stock issuances, including restricted stock agreements and vesting arrangements
• Governance issues, including voting and shareholders agreements

Corporate transactions

Acquisitions are always risky. It helped enormously to have their depth of experience on my side of the table.

Our corporate advisers can assist your organisation with:

• Mergers and acquisitions
• Private equity and buyouts
• Company restructuring
• Capital raising

Commercial agreements

Their experience negotiating contracts with the big guys saved me time, money and probably a lot of heart-ache.

Our team can assist your business by preparing a full range of commercial agreements, including:

• Manufacturing agreements
• Supply contracts
• Employment agreements
• Partnering agreements
• Sub-contracting agreements
• Reseller agreements
• Service agreements
• Franchising agreements

Employment relations

With the law changing all the time, I needed up-to-date advice.

Our employment relations team can assist your business with:

• Contractual relationships
• Legislative entitlements
• Workplace safety and incident response
• Payroll tax

Intellectual property

(The Optim Trade marks & IP team) quickly grasped the issues and provided clear advice which we could act on.

Intellectual property rights are often the most valuable assets a business has. Our lawyers help your organisation to protect these assets and take advantage of their commercial potential.

• Existence and registrability of potential IP
• Development and commercialisation of IP, including licensing
• Strategies for protecting IP, risk analysis, IP audits and due diligence
• Enforcement of IP, including ADR and litigation where necessary
• Protection of confidential information and trade secrets

Property services

I would like to say that it is a pleasure dealing with Natasha Goulden (Practice Leader – Optim Property) and Optim Legal. Natasha’s professionalism is of the highest and she is extremely personable as well.

Our property team can assist your business with:

• Commercial leasing
• Asset acquisitions, dispositions and due diligences
• Owner and developer services
• Shopping centres and retail related services

In-house legal solutions

I am now an evangelist when it comes to Optim legal. Clearly you have managed to recruit and retain some ’serious’ talent in your firm.

Whether you are a fast-growing emerging company, a mid-sized enterprise or a large corporate, hiring an Optim Legal Enterprise lawyer provides your company with the advantages of having:

• an experienced in-house counsel as part of your management team
• a flexible resource working on-site at your company on a fixed-fee basis
• strategic support for your business while cutting your legal costs

We understand that every business is different, so we tailor our In-house solutions to the needs of each individual company.

We add value to our clients by providing practical advice on business matters and by structuring transactions in a manner that maximizes business, strategic and tax efficiencies.

This clientele comes from a broad array of industries with a focus on private equity, Cleantech, renewable energy, digital media and telecommunications sectors. We provide strategic advice at the board level to emerging enterprises, middle-market companies and large corporations.

Mergers & Acquisitions

Our Merger and Acquisition professionals have represented domestic and offshore companies, funds and financial institutions in their various roles as buyers, sellers and investors.

Optim Legal’s lawyers have represented buyers and sellers in a range of settings in all types of corporate acquisitions and dispositions, including:

• Stock Purchases
• Asset Purchases
• Mergers
• Tender Offers
• Spin Offs

Our representations range from the most common to complex deals spanning diverse industries, including energy, technology, media and communications, retail and business services.

Private equity & buyouts

Our lawyers have deep and broad experience meeting the legal needs of private equity investment firms. We do comprehensive financial and investment work for companies with a core focus in the following areas:

• Acquisition of distressed companies and restructuring transactions
• Portfolio company acquisitions and dispositions
• Fund formation
• Leveraged recapitalisation transactions
• Senior and mezzanine financing

Tax structuring of management incentive compensation

Securities

Optim Legal’s lawyers have advised companies in relation to private offerings of debt and equity, corporate governance and compliance with securities laws.

• Typical advisory work includes the following:
• Capital raising transactions
• Offerings by mezzanine and leveraged buyout funds
• Rights offerings and exchange offers

Joint ventures / strategic alliances

We have considerable experience in advising on a variety of different joint ventures ranging from conventional style holding company joint ventures, to multi-layered joint ventures, limited and unlimited partnerships and strategic alliances, both for our domestic and international clients, in a wide range of sectors.

Venture capital Investments

We provide strategic legal advice in connection with finance, liquidity and business issues. We have advised clients on:

• Angel and bridge financings, including common and/or preferred stock financings, convertible debt financings and warrants
• Traditional venture-backed preferred stock financings at all levels, including advice and structuring of term sheets, preferred stock purchase agreements, preferred stock terms, investor rights and shareholders agreements, registration rights agreements and related closing documents
• Private placement – both sales of debt and equity securities

The Optim Legal Property group are experts in: commercial property law; leasing; sales, acquisitions and due diligences; and development projects. We understand that the real estate business is increasingly multifaceted, and we have successfully teamed up our top-tier property, planning, environment, corporate and litigation expertise to offer an integrated unit which is responsive to the realities of the market.

We promote a spirit of collegiality which has built an integrated team of professionals that is truly unique. We bring our energy and our enthusiasm for our practice to each deal that we do. Our personal commitment extends to every client. We are not just trusted advisors; we partner with our clients, to identify their needs and achieve successful outcomes together.

Commercial leasing

We offer a high level of sophistication to our landlord clients who lease significant office, industrial and mixed-use properties. Our lawyers also routinely represent tenants who are significant users of office, industrial and retail space.

Our legal team has extensive experience representing both owners and tenants, which allows us to understand the business perspective of both sides of the transaction. We understand the full range of occupancy issues, including questions involving building design and operation, protections for tenants in the event of delays, arrangements for expansion space and other leasing issues.

Owner & developer services

Our clients range from large institutional developers and investors to local entrepreneurs, railroads and utilities. The top-tier experience of our team allows us to apply best practices and offer creative strategies to our clients. From acquisitions and dispositions to urban redevelopment to new construction, we have the experience to get the job done efficiently.

Shopping centres & retail

Our lawyers have represented some of the leading players in the shopping centre industry, with particular expertise in the representation of retail landlords and tenants. Our group is highly knowledgeable about the legal and business issues impacting the industry, which allows us to provide effective counsel in connection with the acquisition and disposition of shopping centres, management, leasing and different types of financing arrangements, including construction lending, permanent lending, mezzanine lending, leveraged leases, and secured and unsecured financing to private equity funds.

Our lawyers have represented developers and Listed Property Trusts in a wide variety of transactions. They have also represented national chain stores in leasing, acquisitions and dispositions, extensions and structural alterations.

Construction

Our lawyers have expertise at the highest levels in the design and construction of large scale property development projects including: commercial and office buildings; residential developments; industrial, engineering and infrastructure projects; energy plants, mining facilities and other energy infrastructure.

We work with clients from the time of initial discussions in relation to the structure of the deal until the successful completion, handling both the transactional side of the project as well as the resolution of construction disputes (including mediation, arbitration or litigation).

Members of our team have specific expertise advising on contractors –v- employee matters, particularly in relation to payroll tax liability, and employment-related lawsuit prevention.

We provide clients with prompt, clear, user-friendly advice, keeping our client’s commercial interests at the forefront of everything we do.

Front End Services

Drafting all forms of employment documentation including:

• Employment policies and procedures
• Employment and consultancy contracts
• Share, bonus and commission schemes

Management and staff training on policies, including occupational health and safety and workplace behaviour.

Establishing a robust occupational health and safety framework to limit the risk of injury or incident.

Maximisation, maintenance & management

Ensuring you get the most out of your arrangements, can respond to change and handle day to day management issues as they arise.

Support on determining liability for payroll tax and obtaining outstanding amounts.

Hands-on advice and support (including performing due diligence) in situations of:

• change of ownership
• outsourcing
• in-sourcing
• insolvency

Immediate advice on day-to-day HR issues, including:

• Performance management
• Inappropriate workplace behaviour
• Contractual interpretation
• Statutory entitlements

Practical advice on multi-faceted, high-level HR projects.

Critical issue response

Dealing with situations of relationship breakdown, conflict and serious incident:

• Guiding clients through internal investigation, disciplinary and dispute resolution proceedings, including in relation to harassment, bullying and discrimination
• Providing external employment incident investigation services to complement internal procedures
• Commercial advice on employment termination, for summary dismissal, compromise and resignation, including assistance in structuring separation arrangements
• Advice on employment restrictions, including restraints of trade and protection of intellectual property
• Litigating unfair and wrongful dismissal claims and all discrimination claims, equal pay, working time and redundancy claims
• Responding to workplace safety incidents, and managing the investigation and prosecution process

Our trade marks attorney service advises and represents brand owners on all facets of trade mark management, including trade mark clearance, trade mark protection and transactions relating to brand assets.

Our IP & trade marks services include:

• advice on clearance searches and filing of trade mark applications
• advice on the acquisition of rights in trade names, unregistered trade marks, and logos
• negotiating and preparing agreements for the purchase, sale or licensing of IP
• negotiating coexistence agreements to the strategic advantage of our clients
• handling trade mark oppositions and non-use actions
• trade mark portfolio management
• trade mark assignments and transfers
• international trade mark protection
• trade mark surveillance and due diligence
• commercialisation of brands including worldwide business expansion through franchising
• anti-counterfeiting programmes parallel import disputes

Interested in learning more about trade marks? Visit the Optim Trade Mark blog by Lucy Meadley.

Brand Strategy

We provide a comprehensive trade mark service to brand owners. Our team can work with your business at all stages of brand creation and exploitation. We can advise your product development (R&D) team on the most registrable brand and provide guidance on protecting your brand assets and entering new markets.

We advise brand owners on all aspects of trade mark related marketing and promotion for goods and services, including advice in relation to names, logos, designs and aspects of packaging.

Protection

We collaborate with our clients to create and implement effective IP protection programs.
Our IP protection services include:

• working with commercial partners to prevent infringements.
• preparing cease and desist letters
• resolving disputes without litigation
• acting in court proceedings to protect our clients’ assets or defend them against allegations of infringement

Transactions

Our professionals advise on:

• franchising and licensing trade marks
• protecting trade marks and IP in mergers and acquisitions, asset sales, outsourcing arrangements, and joint ventures
• using intellectual property as collateral to secure loan funding

We also have assisted clients to negotiate and finalise a range of contracts and agreements relating to:

• non-compete clauses
• distribution and manufacturing rights
• internet distribution and digital marketing

Optim Legal brings a unique, client-oriented approach to the service experience that is proving highly successful at converting new clients into long-term satisfied supporters of Optim Legal.

We understand that the success of a project depends on the timely and cost efficient delivery of project milestones, meeting the expectations of the developer and satisfying obligations to lenders.

Our team of lawyers have advised clients involved in some of the largest construction, engineering, energy and resources projects in Australia. Optim Projects makes this know-how accessible and cost efficient for small to medium-scale construction and engineering projects.

Clients regularly turn to us for advice ranging from front end contract drafting, legal project management to back end dispute resolution and litigation.
Services

Finance Construction and Operation Issues

• Construction Contracts and Professional Appointments
• Energy Projects
• Project Finance / PFI
• Joint Ventures
• Procurement and Strategy
• Dispute Avoidance and Risk Management

Adjudication, Dispute Resolution & Litigation

We represent clients in all forms of dispute resolution, including:

• Adjudication
• Arbitration
• Litigation

Areas of expertise

We draw on knowledge from high profile infrastructure projects to advise on small to medium-scale construction and engineering projects including:

• Energy – power stations and renewable energy installations
• Plants – manufacturing and engineering plant construction
• Office – procurement and construction of new headquarter buildings
• Housing – residential and mixed-use developments (including environmentally efficient design and construction)
• Development financing – acting for banks in relation to the construction aspects of development financing
• Resources – structuring construction and supply contracts for construction, refurbishment or extension of mines and associated facilities

Our team of top-tier lawyers ‘level the playing field’ by providing quality litigation and dispute resolution services to clients at a lower cost.

When resolving a dispute or conducting litigation, we understand that clients want strategic advice and tactical know-how that will help them to achieve their business objectives. Our lawyers are experienced across a range of subject areas and in the State and Federal Courts as well as a number of arbitration and dispute resolution forums.

Optim Legal’s litigation team knows how to tackle complex problems efficiently. We have assisted clients in a range of matters, including:

Areas of litigation and dispute resolution expertise

• Commercial, contract and tort
• Consumer law
• Construction and engineering
• Corporations law
• Defamation and media law
• Intellectual Property
• Resources & energy

Preventative advice

Together with members of our Corporate Group, the Optim Legal litigation department seeks to advise clients and provide risk management strategies before issues become the subject of litigation.

High caliber litigators

If litigation is unavoidable, Optim Legal’s top-tier trained legal team draws on their experience in major disputes to secure results for our clients. Our scorecard billing system rewards quality service and efficiency. It is designed to ensure that our interests and the client’s are fully aligned. Our litigation team does not waste time on activities that build up hours that are unlikely to contribute to a successful outcome.

Case management

Optim Legal applies three strategies to deliver quality litigation and dispute resolution services at a lower cost:

1. We clearly scope all new matters and keep clients informed of about progress and costs on a regular basis. Our scope of work includes what is expected in terms of legal advice, stages of litigation, timeframes and costs.
2. We staff our cases efficiently. A typical matter is run by a partner level lawyer supported by at least one junior. The senior lawyer has direct control over the work to reduce duplication and provide our clients with a primary point of contact.
3. We make effective use of technology to do superior work with fewer lawyers in less time. Our litigation teams have access to computer-based document review programs, search tools and other systems that streamline some labour intensive aspects of litigation.

Alternative fee arrangements

We seek to devise fee arrangements with our clients to suit the circumstances.

We have advised clients ranging from major brands to boutique agencies  on a broad spectrum of issues relating to advertising, marketing and promotions. Clients engage us to advise on brand development, marketing strategies, tactical programs and advertising campaigns.

Members of our legal team have also published widely on ‘green marketing’ related issues. We have also helped clients develop a framework for advertising compliance in this increasingly important area.

Check out the ‘Greenwash Buster’ service brochure offered by the Republic of Everyone and Optim Legal.

What we can do

Advertising

Our depth of advertising related experience enables us to respond quickly to your questions, meeting your needs for both timeliness and cost-effectiveness. Hire us to:

• reviewing your advertising to ensure compliance with trade practices laws, advertising codes and other industry codes, especially ‘green’ marketing initiatives; and
• reviewing your competitors’ advertising for compliance, including advertisements that favourably compare their products with yours.

Disputes & regulatory proceedings

Our experience dealing with disputes and regulators enables us to accurately assess the situation and provide clear advice. Hire us to:

• represent you in disputes (including litigation) with competitors or trade practices regulators, such as the ACCC; and
• advise in relation to other issues that come up in advertising and marketing, such as copyright, trade marks infringement, passing off and defamation.

Contracts and compliance

Protect your assets with a solid legal infrastructure. Hire us to:

• review or prepare contracts with advertising agencies;
• review or prepare music licensing agreements;
• prepare compliance policies for advertising and public relations agents; and
• prepare compliance policies for online advertising.

How we operate

We can design a work process or method of engagement that suits your needs. Here are some of the ways that you can hire us:

• as individual experts or a coordinated team;
• as on-call 24/7 legal support; or
• as  you ‘virtual’ advertising & marketing compliance officer – a hands-on legal advisor contributing as a member of your marketing team.

We also help support clients on their trade mark / intellectual property and general commercial legal needs.

Optim Legal lawyers advise on other key areas of commercial law, including corporate deals, property transactions and employment relations.

Members of the Optim Legal Climate Change group have been in the vanguard of the global climate change and carbon finance markets, advising governments, financial institutions, and corporations on an extensive range of carbon finance matters from origination through to distribution.

The group has the comprehensive expertise necessary to help our clients manage legal and market risks. Our team is adept at structuring and successfully closing deals. We apply our knowledge to your business to help you meet the challenges and seize the opportunities.
Core Competencies

Business Plan for Carbon

The Carbon Pollution Reduction Scheme (CPRS) will bring about the biggest economic reform since the opening up of Australia’s economy in the 1980’s and 1990’s.

Members of the Optim Climate Change group have advised on matters regarding cross-border climate issues, including carbon trading, the preparation of corporate policies related to climate change issues, determination of climate-change risks, carbon strategies, carbon-footprint and water footprint policies, the disclosure of relevant information to the public, and investment policies related to climate-change issues.

Carbon Trading

The Optim Climate Change group advises clients on emissions trading schemes including applications to emissions reduction projects involving:

• Clean Development Mechanism (CDM) Projects
• Joint Implementation (JI) Projects
• Voluntary Emission Reduction projects.

CDM Projects in China

Members of our Climate Change Group negotiated and executed the first equity joint venture between a European Union Member State and a Chinese government body to develop three CDM projects in China.

Emissions Trading Documentation

We have developed standard form confirmations for use by carbon trading desks for all secondary trades of CERs. These template confirmations were prepared for EFET, ISDA and IETA. Related advice was provided in relation to assessing particular risks facing the secondary CER market such as Article 17 eligibility and ITL issues. We provide ongoing support regarding the negotiation of these confirmations on a transaction by transaction basis.

European Union Emissions Trading

We have assisted several leading carbon funds and financiers in relation to the development of preferred form IETA and ISDA schedules for trading emissions, including drafting guidance notes for use internally and providing general training on the operation of those agreements.

National Greenhouse & Energy Reporting Scheme (NGER)

The National Greenhouse and Energy Reporting ACT 2007 (Cth) establishes a national framework for Australian corporations to report greenhouse gas emissions, reductions, removals and offsets, and energy consumption and production.
The Optim Legal Climate Change group advises clients on their position in relation to mandatory reporting for corporate groups and triggers of ‘facility-level’ thresholds.