Business & Commercial

Business & Commercial

Banking & Finance

Debt funding can be a cost effective way to grow your business. We understand the commercial drivers for both lenders and borrowers and can find workable solutions to funding issues quickly and effectively. Our commercial lawyers have a wide range of experience and expertise in all areas of banking and finance. We act for both lenders and borrowers and routinely advise on lending facilities.

• Talk to us about funding relating to:
• projects and funding;
• construction;
• property and trade finance;
• subordinated and mezzanine finance;
• consumer finance;
• securities;
• capital raising;
• insolvency and reconstruction.

Business & Commercial

Corporate Governance

Having the right structures and processes in place is key to a successful business. JB Morrison’s lawyers advise on governance issues at all levels of business and also within not-for- profit organisations. We have advised listed companies to start-ups on all aspects of corporate governance.

• We can assist you with:
• Board structuring;
• Management reporting structures;
• Conflicts of interest policies;
• Risk management;
• Managing stakeholder relationships;
• Reviewing and advising on your rules, constitutions and other establishment documentation.

Business & Commercial

Business Structures

We focus on solutions that meet your specific needs. Our commercial lawyers will advise you on business structures that match your ownership and business goals with prudent risk management. Our depth of knowledge and experience means we can identify the risks associated with ownership structures, relationships between owners and the business operation, and advise on practical ways to manage those risks through business structures tailored to your needs.

We also understand that a business structure often needs to change as the business changes and grows. JB Morrison’s commercial specialists will advise you on how to best manage these changes and suggest practical solutions.

We routinely advise clients on the types of legal entity that would be appropriate for running their businesses, including companies, joint ventures, limited partnerships, partnerships and trusts.

Business & Commercial

Commercial Contracts

We understand the challenges of conducting business in today’s complex commercial world. JB Morrison’s commercial law specialists will help you manage your business risks quickly, effectively, and efficiently. We prepare clear documentation that assists the parties’ understanding of, and expectations from, commercial arrangements.

We can assist with:

• commercial transactions and contractual arrangements;
• supply and distribution arrangements;
• procurement documentation and processes;
• franchise arrangements; and
• terms of trade.

Business & Commercial

Mergers & Aquisitions

Communication is key to a successful corporate transaction. We listen to what you want to achieve and ensure we deliver it. We do not apply a one size fits all approach. We focus on understanding the transactional objectives in the unique commercial context for each transaction.

JB Morrison’s mergers and acquisitions experience has seen us acting for purchasers and vendors, shareholders and boards in relation to acquisitions, divestments and reconstructions.

We are experienced in acting for target companies, acquirers and shareholders in transactions that are subject to the Takeovers Code. We have the technical expertise and pragmatic ability to get the deals done for you.  As part of our experience we have dealt with New Zealand regulatory bodies, including:

• Overseas Investment Office
• Commerce Commission
• NZX Limited.

Business & Commercial

Construction

The process of completing the construction of a building or engineering project is a complex network of resources, skills, materials, risks and relationships.

JB Morrison’s commercial lawyers have experience in preparing and reviewing documentation for projects both large and small.  We have been involved in the preparation of documentation for some of the most complex building projects in Wellington and Auckland, and finding innovative solutions for the legal issues presented by those projects.

Our specialists work with and understand standard form contracts currently used by the construction and engineering industries in New Zealand, as well as the changes required to address the shortcomings of those standard forms.

We also have significant experience in advising clients where the construction process has broken down.  We provide strategic advice for efficient dispute resolution, both in accordance with the strict terms of the contract but also with a view to achieving a commercially pragmatic outcome.  We have appeared as counsel for clients in Court and in alternative dispute resolution forums to successfully resolve construction disputes. See here for more information.

Business & Commercial

Capital Markets, Private Equity and Venture Capital

JB Morrison has assisted start-ups, private equity firms, business incubators and established companies with capital raising and structuring new equity arrangements. This experience means that we understand the needs of small, medium sized and large businesses who wish to grow and ultimately realise their investment.

Our expertise includes:

• Advising clients on capital raising including use of relevant Financial Markets Conduct Act
  exemptions
• Preparation of subscription and shareholder agreements for seed and early-stage angel investment
  (including convertible loan documentation)
•  Working with private equity firms in management buy-out situations
• Advising vendor shareholders on exit transactions.

Business & Commercial

Media & Entertainment

Our experience covers a wide range of media and entertainment related issues including film production finance, broadcasting and advertising standards, intellectual property and copyright protection and infringement, and defamation.

Through our extensive work in this area we have unique insight and experience in the critical balancing of a publisher’s need to provide a fearless balanced dissemination of news and business against the risk of  action from those the subject of the publication.  Business and commercial realities do not allow a complete avoidance of risk model. Advice in this area must be robust with a distinct ability to understand the publisher’s need to run a business.  

Our experience in this regard covers the vetting of articles prior to publication, assisting and resolving complaints, and advising on developments in the areas of publishing and defamation to limit potential risk.  Where proceedings issue we also act in defending defamation proceedings. See here for more information.

We also act on NZ matters for one of the World’s premier movie production companies advising in relation to protection of copyright and intellectual property, corporate affairs, finance arrangements, and distribution arrangements.

Business & Commercial

International Trade

JB Morrison advises a wide range of New Zealand companies in different industry sectors on a variety of international trade issues and transactions including:

• Reviewing international business structuring options and strategy
• Establishing off-shore joint ventures, subsidiaries and branches
• Off-shore contract manufacturing arrangements
• International licensing, distribution and agency agreements
• International trade terms and payment options
• International dispute resolution methods and forums