Maddocks has a specialist, dedicated and passionate consumer markets and franchising team.
Our industry leading team continues to grow significantly, as our premier practice brings together experts in their field. Comprising commercial and litigation lawyers, our team can assist you with all commercial and dispute related issues.
We believe in working with our clients, both large and small, to build long-term and effective relationships. We invest our time in getting to know you, your business and your drivers.
What we do
We provide strategic, effective and commercial advice to clients who operate local, national and international distribution networks at a wholesale and retail level, for consumer goods and services.
Our lawyers have in-depth industry knowledge at local, national and global levels in industries that include:
We act for clients like you
Our clients range from start-up operations to listed multi-national businesses and private equity funds. See below for some examples of the clients we have worked with.
How can we help?
We act for a wide range of founder and entrepreneur clients, angel investors, private companies, listed entities and private equity funds. Below are some examples of how we can assist you:
For franchisor clients wanting to franchise, our lawyers are focused on acting for franchisor clients and our experience is preeminent. For those clients that have decided to franchise for the first time, we can guide you through the entirety of the process – from how to structure your model, and what you need to kick off franchising successfully, to the preparation of considered franchise documents that will prepare your business for the years to come. Every franchise system is unique and our experienced lawyers will ensure your franchise documents are tailored to your needs, avoiding the headaches that can arise from a ‘cookie cutter’ approach.
For established franchisor clients, we advise on the application of the Franchising Code daily and have specialist expertise in its content and application. We regularly assist clients to enforce franchise agreements, navigate the mediation process and implement changes to the network in a considered way – most importantly, we understand the nuances of engaging successfully with franchisees. Our deep knowledge of the regulatory environment means we are able to provide legal and strategic advice quickly and cost efficiently.
Our lawyers also understand the importance of acting strategically and with conviction when involved in a dispute in a franchise network. Our team can assist you at any point in the following timeline, with the aim of short circuiting the friction, resolving issues and getting relationships back on track.
For clients wanting to expand, we know the importance of choosing the right expansion model, and we bring commercial acumen to the fore in negotiations with potential partners and investors. With our significant breadth of expertise and experience we can road test possible models with you – from licensing, partnerships, franchising, joint ventures, mergers and acquisitions and equity investment to non-share based equity schemes. We can assist you to efficiently identify those models that are legally appropriate and tax effective for you. Our team is able to give you alternative expansion ideas you may not have otherwise considered and provide guidance on the costs of implementing and operating the different models.
For founders seeking investment or to exit, we have built our practice around assisting you with this exciting and important process. We have worked with many founders to navigate a partial or full sale and know what is important in getting a deal over the line. We work with you to minimise legal costs and understand where legal services deliver real value in the investment or sale process.
For clients with an in house legal team, we know how to interface with in house legal teams and understand acutely the need for timely, accurate and commercial advice. We understand the sensitivities of balancing stakeholders at the client’s end and can work with you to deliver a seamless product, or look after the entirety of a project.
For private equity fund clients, we have a multi-disciplinary team that can assist you in negotiating and documenting your M&A transactions. We are a full service firm that can assist with due diligence and tax advice, as well as advise on and document the property and employment related aspects of a transaction – we can do this in the timeframes that you require.
For accountants and financial advisors, we can work with you to deliver a unified product to your clients, or look after the legal issues directly. We value relationships with other professionals and the importance to the client of building a team of trusted advisors.
See below for some examples of how we have assisted various clients.
Here is what we do
We recognise that our clients need responsible, collaborative and innovative advisors. We work with our clients, and other specialist practitioners at Maddocks, to deliver highly integrated and flexible legal advice in areas including the following:
- Establishing and operating franchise models including advising on model structure, drafting franchise, dealer and licence agreements and documents required by the Franchising Code of Conduct. We also provide ongoing compliance advice and document management services and represent parties at mediations and prepare breach and termination notices.
- All aspects of the dispute avoidance, resolution and litigation process, including urgent applications and injunctions, court proceedings and trial and ACCC prosecutions.
- Model restructures including franchise, licence or dealer model conversion to or from franchises or agencies, and corporate roll ups and buy backs.
- All aspects of competition and consumer law, including advising on issues of anti-competitive conduct, assisting with ACCC investigations and designing and implementing compliance programs. We can also assist with compulsory investigation notices and, if necessary, contested matters.
- All aspects of M&A, private equity transactions and private investment including negotiating and documenting asset and share sales, joint ventures and partnerships, effecting due diligence and tax structuring and duty advice.
- Privacy, including advice regarding data collection, compliance and cross border data transactions.
- E-business and online transactions, including structuring of innovative business models, terms and conditions for online trading and legislative compliance.
- The protection and enforcement of IP rights.
- Succession and estate planning.
- Comprehensive workplace relations advice.
- Lease negotiation and retail leasing advice.
Some examples of our work
Below are some examples of the work we have done.
- Australian Skin Clinics – acting on the merger of the Ella Rouge and Australian Skin Clinics franchise networks. The combined businesses have approximately 50 clinics around Australia and are now one of the larger operators in this sector.
- Accolade Wines – advising accolade wines on complex procurement, bottling and logistics arrangements nationally and internationally, including competition law advice and negotiation of transaction documentation.
- Bailey Nelson – advising in relation to the establishment of a licensed retailer structure incorporating partnership, taxation and competition advice.
- Birrell Motors Group – acting on its sale to AP Edgars Ltd of its car and truck retail businesses. The businesses included the state wide representation for Holden, HSV, Hyundai, Citroen, Isuzu Trucks, Volvo Trucks, Mack Trucks and UD Trucks in Tasmania, and Mercedes-Benz passenger vehicles in Melbourne’s Doncaster-Burwood-Ringwood corridor.
- CHAMP Private Equity – acting for various investee companies in relation to general commercial matters including Dutton Automotive, Container Chain and Fine Food Holdings.
- Country Road – advising on various commercial matters and contractual disputes.
- Emerald Foods – acting on the acquisition of Movenpick Australia and in relation to the management and compliance of the New Zealand Natural franchised network.
- Godfreys – advising in relation to franchise terminations, drafting disclosure documents and general compliance with the Franchising Code of Conduct.
- Hairhouse Warehouse – advising on all aspects of its franchised and company owned hair and beauty retailing and hairdressing business network, as well as the acquisition of minority interests by third party investors.
- Laser Clinics Australia – advising on the Franchising Code of Conduct and strategic development.
- Matchbox Australia – advising on all aspects of the Matchbox franchise operation, including drafting all franchise documents, advising on Franchising Code Compliance, providing structuring advice and assisting on any franchising disputes.
- McDonald’s Australia Limited – providing strategic and regulatory advice.
- Mercedes Benz – advising on dealer terminations and Franchising Code compliance for the Daimler truck and bus dealer networks and passenger cars.
- Narellan Pools – reviewing and updating the Narellan Pools suite of franchise documents and advising on Franchising Code Compliance. We have also advised Narellan Pools on its expansion into New Zealand and Canada.
- Nissan Australia – advising Nissan in relation to dealer dispute issues, including strategy advice and implementation.
- NRMA– advising on franchise compliance and documentation for Thrifty Car Rental and ongoing commercial and structuring advice across the NRMA business portfolio including NRMA Holiday Parks, NRMA Safer Driving School and Motorserve.
- Opteon Property Group – advising on general franchising and complex group restructuring, including the roll up of licenced businesses, comprehensive vendor due diligence, preparation of complex transaction documents, advice on disclosure requirements under the Corporations Act and provision of tax advice on efficient roll up structures.
- PFG Australia – advising PFG, being a subsidiary of a large New Zealand tractor exporter and manufacturer, on regulatory issues including franchising, warranty compliance and other CCA issues.
- Portwest Limited – acting for Portwest Limited, a large Irish safety clothing company, on its acquisition of the Prime Mover Workwear Group and the Huski Workwear Group. The transactions included acquiring related entities of the Prime Mover Group in Hong Kong, New Zealand and Zambia.
- Procal Dairies – providing strategic advice to Procal Dairies in relation to the franchised and company owned distribution network, and ongoing advice in relation to compliance with the Franchising Code, conducting mediations under the Franchising Code of Conduct, and ad hoc franchising disputes.
- Quest Serviced Apartments – advising on a range of franchising and dispute related matters.
- Remedy Kombucha – acting for the founders on the sale of a 50% share in the enterprise to private investors and then in a further sell down to Lion Nathan.
- Soar Aviation – acting for the founder of Soar Aviation on the 50% sale of the group to The Growth Fund and the negotiation of the underlying partnership arrangements with Box Hill Institute.
- Stratton Finance – providing ongoing advice to Stratton on the establishment and operation of its franchise network, including Franchising Code compliance, including providing document management services. We also acted on the acquisition of a number smaller complementary businesses by Stratton. Members of our team also acted for Stratton when its shareholders sold a majority stake to carsales.com Ltd.
- Ventura Health – working with Ventura Health to develop a new franchise agreement template to roll out across its various networks, including Cincotta Chemist and megasave Chemist. Acting for the shareholders of Ventura Health in the sale of the group of companies to EBOS Group Limited.
- Yum! Restaurants Australia Pty Limited – advising on the application of unfair contract term provisions to the franchise agreements for the KFC and Pizza Hut networks as well as preparing other standard form documentation.