Commercial Lawyers Melbourne & Sydney: Enterprise-Level Protection. Boutique Agility.
Most commercial law firms hand your business operations over to a junior associate the moment you sign a retainer. We don't.
At Whelan Lawyers, your business is advised directly by a commercial legal strategist with a proven track record as an in-house General Counsel for major corporate networks. We combine the rigorous, high-stakes experience of enterprise-level corporate law with the speed, transparency, and direct accessibility of a specialized boutique firm.
Whether you are scaling operations, negotiating high-value supply chain contracts, navigating a complex business acquisition, or resolving a critical shareholder dispute, we deliver practical, commercially realistic outcomes that protect your bottom line.
The General Counsel Advantage: Why Melbourne Businesses Choose Us
We don’t just recite the law; we understand how legal decisions impact your daily cash flow, operational risk, and long-term business valuation.
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Direct Principal Access: Your primary point of contact is a senior legal strategist. You never pay CBD tower rates to fund a junior clerk's training.
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Commercial Reality vs. Academic Theory: Having sat on the executive side of major commercial networks, we know when to fight, when to negotiate, and how to get deals across the finish line without unnecessary legal gridlock.
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Integrated Multi-Disciplinary Insight: Our deep, top-tier expertise in construction law and franchising networks means we understand the structural, supply chain, and property realities that underpin your commercial contracts.​
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Our Core Commercial Law Specialties
Business Sales, Mergers & Acquisitions (M&A)
Navigating a business sale or corporate acquisition requires immaculate due diligence and precise structural execution. We guide Melbourne business owners through asset sale agreements, share purchase agreements, corporate restructuring, and vendor finance arrangements. We ensure your intellectual property, client databases, and goodwill are legally locked down, minimizing post-transaction liability.
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Key Focus: Due diligence, Share Purchase Agreements (SPA), Asset Sale Agreements, Exit Strategies.
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Commercial Contracts & Risk Mitigation
A poorly drafted agreement is simply a future lawsuit waiting to happen. We draft, review, and negotiate robust commercial contracts tailored to Victorian and Australian consumer law. From master service agreements (MSAs) and complex distribution networks to strict service level agreements (SLAs) and IT/privacy policies, we protect your intellectual property and limit your financial exposure.
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Key Focus: Supply chain agreements, manufacturing contracts, terms of trade, IP protection, Privacy Act compliance.
Shareholder & Partnership Disputes
When internal business relationships break down, immediate intervention is required to protect company assets and operational continuity. We act for directors, partners, and minority shareholders in high-stakes disputes, corporate governance failures, and minority oppression claims under the Corporations Act 2001. We focus on strategic resolution via mediation, structured buy-outs, or robust representation in VCAT and the Supreme Court of Victoria.
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Key Focus: Partnership breakups, Corporations Act compliance, director fiduciary duties, dispute resolution.
Corporate Governance & Business Structuring
Lay a bulletproof foundation for growth or protect your personal assets from commercial risk. We advise on the optimal setup for proprietary companies, unit trusts, discretionary trusts, and joint ventures. We draft comprehensive Shareholder Agreements and Partnership Agreements that clearly define exit mechanics, funding calls, and voting rights before issues arise.
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Key Focus: Company incorporation, discretionary trusts, corporate governance, asset protection strategies.
Integrated Multi-Disciplinary Insight
Our deep, top-tier expertise across construction law and franchising networks ensures we understand the structural, supply chain, and property realities underpinning your commercial contracts. We advise developers, head contractors, and network franchisors on high-stakes risk mitigation, procurement strategies, and regulatory compliance. We focus on securing commercial continuity through robust contract architecture, proactive dispute resolution, and strategic advisory across complex project and network frameworks.
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Key Focus: Construction law, franchising networks, supply chain risk, commercial contract architecture.
Principal Lawyer
Neda Whelan
LLB, LLM, GDLP
Neda Whelan, Founder and Principal of Whelan Lawyers, leverages extensive corporate expertise gained at Cummins South Pacific and Lord Commercial Lawyers, alongside General Counsel roles at Clark Rubber and Jim's Group. Recognized among the leading business lawyers in Melbourne, she is dedicated to crafting practical, commercial-first legal solutions tailored specifically to the unique needs of scaling startups and seasoned business owners alike.
Consultant Lawyer
Andrew Wilson
LLB
Andrew Wilson, Consultant Lawyer at Whelan Lawyers, leverages over four decades of elite expertise as an Accredited Commercial Law Specialist. His distinguished career includes senior corporate roles at Baker McKenzie Melbourne, key regulatory enforcement with the NCSC (now ASIC). One of the most trusted commercial lawyers in Melbourne, Andrew is dedicated to delivering sharp, strategic legal solutions that protect and scale businesses of all sizes.
Frequently Asked Questions
When should a business engage legal counsel?
The ideal time is before you need urgent assistance. Proactive legal guidance during planning, contract negotiations, and strategic decisions prevents problems and creates competitive advantages. However, we're equally equipped to assist with immediate challenges and time-sensitive matters.
Early engagement allows us to understand your business thoroughly and provide more strategic advice. When counsel is sought only during crises, options are often limited and solutions may be more costly than those available through proactive planning.
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How do you approach cost-effectiveness?
We focus on providing value through strategic insight and efficient processes. Our experience across diverse commercial matters allows us to quickly identify key issues and provide targeted solutions. We discuss fee arrangements upfront and tailor our approach to match your business needs and budget considerations.
Cost-effectiveness comes from preventing problems rather than just solving them, providing advice that supports business objectives rather than just addressing compliance requirements, and structuring services to match your specific needs.
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Do you work with businesses of all sizes?
Absolutely. From startup ventures requiring foundational structures to established enterprises navigating complex transactions, we adapt our services to match your business stage and requirements. Our scalable approach ensures appropriate support whether you're a sole trader or multi-entity operation.
Different business stages require different types of support. Startups need foundational structures and growth-enabling frameworks. Established businesses require sophisticated transaction support and strategic planning. We adjust our service delivery to match these varying requirements.
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How do you handle urgent matters?
While we emphasise proactive planning, we understand that urgent matters arise requiring immediate attention. Our experience across diverse commercial situations allows us to quickly assess urgent issues and provide practical solutions under tight timeframes.
Emergency support involves rapid issue assessment, immediate risk mitigation, and strategic planning for longer-term resolution. Our established processes and broad experience enable effective responses to urgent commercial challenges.
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What are a director's core duties under the Corporations Act 2001?
Under the Corporations Act 2001, directors must exercise their powers with care and diligence, act in good faith in the best interests of the company, use their position and information properly, and prevent the company from trading while insolvent. Failure to meet these obligations can lead to severe personal civil liability, disqualification, or criminal penalties.
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How can a business protect its personal assets from commercial litigation?
True asset protection requires separating your operating entity (the business facing clients, suppliers, and staff) from your holding entity (which owns high-value assets like property or intellectual property). By utilizing a dual-company structure or discretionary family trusts, you ensure that if the operating business faces a commercial claim, your core wealth and assets remain legally insulated.
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What is the difference between an Asset Sale and a Share Sale in Victoria?
In an Asset Sale, the buyer purchases specific components of the business (such as plant, equipment, customer lists, and IP), leaving the company structure behind. In a Share Sale, the buyer purchases the actual shares of the corporate entity itself, inheriting all of the company's history, assets, and crucially, its past liabilities. Each path carries completely different capital gains tax (CGT) and stamp duty implications that require rigorous legal review.
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Secure Your Commercial Edge
Don't leave your commercial risk to chance or overpay for detached corporate advice. Contact our Melbourne commercial legal team today to discuss your contract, transaction, or dispute.
Whelan Lawyers Camberwell
Address
Opening Hours
Mon - Fri
9:00 am – 6:00 pm