Legal Support

Speakman Law is a private law firm specialising in mergers and acquisitions, corporate structuring, taxation and company law advice. Our services broadly come under the umbrella of meeting your business and financial needs, predominantly for medium sized companies.  The key areas of our work appear below, though they are not exclusive.  

We operate broadly in the corporate and commercial sphere assisting clients from a variety of sectors comprising both multi-national corporations and New Zealand privately owned companies.  Examples include share and asset acquisitions and sales, shareholder agreements, subscription agreements, limited partnerships and employee share schemes.

Shareholder relations forms a large part of our practice, be they managing shareholder disputes, advising shareholders on their rights, inter-linking shareholder protections with directors' management powers, or establishing appropriate shareholder exit and deadlock provisions.

In the commercial sphere, we are involved in day to day issues facing companies.  These can include supply agreements, terms of trade, equipment leases, IP licences, deed of restraint, service consultancy contracts, financial assistance resolutions, options and share issues.  We pride ourselves on providing accurate and business orientated advice in all that we do.

We can assist with:

• Share and asset sale and purchase agreements (and planning for them)
• Shareholder agreements, joint venture agreements and limited partnership deeds
• Commercial contracts, including supply agreements and licence and royalty arrangements
• Employee share schemes
• Share issue documents, share buy-backs, amalgamations, capital increases
• Corporate governance
• Due diligence
• Director responsibilities

The spectre of taxation falls on all transactions.  Having a thorough grasp of taxation laws therefore is critically important in the corporate and commercial space.

We specialise in transactional tax, including its application to corporate acquisitions and disposals (both locally and cross border) and to property transactions.  Failure to understand the tax consequences in these areas can be costly.  Likewise negotiating tax warranties, particularly on disposals of shares, is as key as it is demanding.

In addition dealing with Inland Revenue over tax disputes is a big part of our practice.  Steps include planning for tax challenges, voluntary disclosures and settlements. 

Taxation law is ever changing and the practice of it demands close scrutiny.  We achieve this by concentration on tax matters in our newsletters and tax discussion groups which we regularly host for current developments.

We can assist with:

• Tax advice in structuring matters, in particular the choice of structure in any new venture for restructuring of an existing business division
• Tax advice on specific matters, eg tax avoidance, financial arrangement rules, associated persons, dividends, trust distributions, business income, GST, close company issues, imputation credits, consolidations, hybrid instruments, grouping and land acquisitions and disposals, residence, penalties
• Tax disputes

Companies come in all different sizes and appropriate governance structures vary accordingly.  We design governance arrangements for companies to suit.  In some cases this will confer substantial rights on the shareholders and/or founders, in other cases it will reflect delegation of shareholder powers to representatives, either in the form of directors or advisory committees.

Corporate governance is predominantly about each participating group understanding what their rights are and having awareness of the need, in appropriate cases, of letting go of those rights.  This balance can vary by transaction size and commonly does.

Securities laws similarly seek to strike an appropriate balance between a company's desire or need to raise equity and investor protection and reliance on company information.  Our securities laws relax the rules for disclosure of company information in appropriate circumstances, facilitating a company's access to capital.  The balance achieved is a good one.  We are well versed in the requirements take advantage of the application exemptions.

We can assist with:

• Advice on compliance with financial services law (Financial Markets Conduct Act 2013, Financial Advisers Act)
• Compliance with Companies Act, handling shareholder enquiries and advising on management of companies