Practice area

Commercial & Corporate Advisory

Define the intended work in Commercial & Corporate Advisory (contracts, company law, governance), confirm the applicable requirements and select a task to plan the necessary review.

Key facts

Tasks covered: 36
Tasks with a step-by-step checklist: 12
Local differences: 3 jurisdictions where this area changes

Jurisdiction

Tasks

GreenLawyer reviewYellowClose supervisionRedLawyer-led

Tasks in Commercial & Corporate Advisory
Task	How AI is used	Human involvement	What the lawyer must review
Build an issues table of one-sided contract termsStart this task See suggested levels	From the supplied contract, list termination, variation, liability, renewal and related clauses that look one-sided, with clause references.	RedLawyer-led	Decide whether an unfair-terms or unconscionability regime applies Read each flagged clause with its definitions and related schedules before you advise
Build an unfair-contract-term issues tableChecklist Start this task See suggested levels	Identify potentially one-sided termination, variation, liability and renewal terms, including related clauses that may change their effect.	RedLawyer-led	Decide whether the relevant unfair terms regime applies Assess each issue in the context of the whole agreement and the parties' circumstances
Create a contract obligations handover tableChecklist Start this task See suggested levelsWritten for Australia	Extract agreed deliverables, notice steps, renewal mechanics and other obligations from the complete contract into a table with clause references.	YellowClose supervision	Read each material entry against the contract Reconcile cross-references and exceptions Verify any calculated date before assigning an action
Check that the final contract matches the agreed changesChecklist Start this task See suggested levelsWritten for Australia	Compare the last negotiated version, the issue list and the proposed signing copy; flag unimplemented changes, unexpected edits and broken cross-references.	YellowClose supervision	Review the complete final document and every material difference Confirm commercial instructions and legal effect before authorising the signing copy
Draft a first-pass commercial contract from the term sheetStart this task See suggested levels	Produce a first-draft supply, services, licence or distribution agreement from the agreed term sheet and the firm's precedent, with a list of missing standard clauses.	YellowClose supervision	Read every clause against the deal, the client's risk position and the governing law Check that governing law, liability, IP and termination work before sending
Review and redline counterparty paper against the playbookStart this task See suggested levels	Compare the counterparty draft to the client's playbook and produce a clause-by-clause issues list with suggested mark-up.	YellowClose supervision	Confirm each flagged point is material Read unflagged clauses for interaction effects Approve every tracked change before the redline leaves the firm
Map directors' duties and related-party issues for a company decisionStart this task See suggested levels	From board papers, minutes and registers, list the decision, who benefits, possible conflicts and the approvals or disclosures the constitution and law may require.	RedLawyer-led	Apply the current directors' duties and related-party rules to verified facts Do not treat a company search as a complete related-party map
Map directors' duties and related-party issues under the Corporations Act 2001 (Cth)Checklist Start this task See suggested levels	From board papers, minutes and registers, list the decision, who benefits, conflicts, and approvals or disclosures under ss 180–184, Ch 2E, Ch 6CA and ASIC guides.	RedLawyer-led	Re-derive the analysis against current ASIC positions and Federal Court decisions Apply s 180(2) to the facts Check the current continuous-disclosure fault element for ASIC and private claims Check changes since the Treasury Laws Amendment (2021 Measures No.1) Act 2021
Advise on directors' duties under the Companies Act 1993Checklist Start this task See suggested levels	Extract the company, directors and the proposed transaction into a New Zealand-statute issues list.	RedLawyer-led	Open the Companies Act 1993 for director-duty and related-party questions Do not cite s 180, s 588G, s 674 or an ASIC regulatory guide
Advise on corporate duties under the law of the state of incorporationChecklist Start this task See suggested levels	Extract the proposed transaction steps and flag which state’s corporate code the lawyer must open.	RedLawyer-led	Identify the state of incorporation and open its code (Delaware or another state) Verify every section cited Review generated advice independently, as Formal Opinion 512 requires
Prepare board and shareholder papers for a share issue, buy-back or capital reductionStart this task See suggested levels	Draft board resolutions, notices of meeting and a checklist of approvals from the term sheet, constitution and cap table, flagging missing consents.	YellowClose supervision	Confirm the correct statutory power, notice periods and any listing-rule limits Check related-party and disclosure steps before papers go to the board
Prepare Corporations Act papers for a share issue, buy-back or capital reductionChecklist Start this task See suggested levels	Draft resolutions, notices of meeting and an approvals checklist from the term sheet, constitution and cap table; flag missing Corporations Act consents and, if listed, ASX Listing Rules 7.1, 7.3 and 10.11.	YellowClose supervision	Confirm the power: s 254A (issues), s 257A (buy-backs), s 256B (reductions) Confirm any s 208 related-party benefit approval Confirm notice periods and ASX Listing Rules 7.1, 7.3 and 10.11 Check Chapter 6D disclosure documents Flag stamp duty and CGT
Draft board resolutions and minutes from the meeting papersStart this task See suggested levels	Turn the agenda, papers and notes into draft resolutions, a circular resolution and minutes, listing decisions that still need a recorded vote or conflict disclosure.	YellowClose supervision	Check wording against the constitution and the actual decisions Confirm quorum and conflicts Confirm privileged advice is not copied into the minutes
Draft a shareholders' agreement or joint-venture term sheetStart this task See suggested levels	Produce a first-draft SHA or JV term sheet covering pre-emption, drag/tag, deadlock, information rights and exit, mapped to the share structure in the instructions.	YellowClose supervision	Confirm the mechanisms match the capital structure and work in practice Calibrate restraints, deadlock and dispute clauses to the governing law Do not leave generic foreign positions in the draft
Draft a board, audit or risk-committee charter from the constitutionStart this task See suggested levels	Produce a first-draft charter mapped to the constitution and the board's existing committee structure, with a list of duties that go beyond current practice.	YellowClose supervision	Check the draft against the constitution and what the board actually does Do not let the charter promise governance the company does not perform
Draft a board, audit or risk-committee charter against the ASX CG Principles (4th edition)Checklist Start this task See suggested levels	Produce a first-draft charter mapped to the constitution, committee structure and ASX Corporate Governance Principles and Recommendations (4th edition, 2019), listing duties beyond current practice.	YellowClose supervision	Use the 4th edition (2019), not the 3rd (2014) Match the charter to the constitution For Group 1 entities, reflect mandatory AASB S2 (years from 1 January 2025; first reports 2026) Treat AASB S1 as voluntary Check remuneration and diversity disclosure Do not promise more than the board does
Draft a letter of advice or legal opinion from the fileStart this task See suggested levels	Assist with the advice letter to the client under the lawyer's direction, working from the issues and authorities the lawyer has settled and from the contracts, constitution, board papers and correspondence on the file, with a file reference beside every fact recited, and list each fact the file does not support and each question in the instructions the letter does not yet answer. The tool assists with no opinion given for someone else to rely on: a capacity, due-execution or enforceability opinion addressed to a financier, purchaser or auditor is the lawyer's own and belongs to the separate reliance-opinion task, and the tool cites no case, statute or clause the lawyer has not supplied.	YellowClose supervision	The reasoning, the qualifications and the conclusion are yours: settle the analysis yourself and read every authority in a trusted source rather than in the draft in front of you. Check each recited fact against the document on the file, state the assumptions and the limits the advice is given on, and if the opinion is to be addressed to a financier, purchaser or other third party for reliance, treat it as the separate reliance-opinion task, where nothing is generated.
Extract change-of-control, assignment and consent clauses from a contract suiteStart this task See suggested levels	Read the supplied contracts and produce a table of change-of-control, assignment, consent and termination-on-change clauses with clause references.	GreenLawyer review	Read each flagged clause in full, with definitions and related schedules Decide which consents the proposed deal actually requires
Extract key commercial terms from a signed contract into a deal-terms tableStart this task See suggested levels	Pull parties, term, price, payment, renewal, liability, termination and governing law into a table with clause references.	GreenLawyer review	Check every cell against the signed document Check schedules and defined terms that change the operative clause
Prepare the company registration and first-officeholder packStart this task See suggested levels	Draft the registration data sheet, the consents to act, the first directors' resolutions and the opening member register and minute book entries from the firm's validated incorporation precedents and the completed instruction sheet, and list every proposed director with no recorded director ID.	GreenLawyer review	The lawyer decides the structure, the share classes and whether a constitution displaces the replaceable rules, checks every name, address, share allocation and officeholder detail against the client's instructions and identity documents, and confirms each director signs their own consent after reading it before anything is lodged.
Build the ASIC lodgement sheet after a change to the companyStart this task See suggested levels	Draft the lodgement sheet from the executed resolutions, share transfers and officeholder consents: one line per notifiable change with its effective date, the calculated 28-day due date, the form and the register affected, and flag any change evidenced only by an unsigned or undated document.	GreenLawyer review	The lawyer confirms the change actually took effect on the date claimed, that the correct form and provision apply to it, that no line has been taken from a superseded or unexecuted document, and that the company's own register is updated as well as ASIC notified.
Assemble the annual review file and the directors' solvency resolutionStart this task See suggested levels	Draft the annual review file: the register-against-statement comparison, the correction list with the form each correction needs, and the solvency resolution and minute in the firm's standard form with the directors' opinion left blank for the directors to record.	GreenLawyer review	The lawyer checks the comparison against the company's own register rather than against the statement, confirms the resolution is passed inside the period allowed after the review date and that the company has not instead lodged a financial report in the last 12 months, and confirms the directors have formed the solvency opinion themselves. Where a positive resolution cannot be passed, the lawyer checks the separate notification that then follows.
Prepare the share transfer completion and registration packStart this task See suggested levels	Draft the registration resolution, the consent and the deed of adherence from the firm's precedents and the executed transfer, draft the updated register entry and certificate, and build a checklist line for each pre-emption or consent step the constitution and shareholders agreement require, marked to its clause.	YellowClose supervision	The lawyer reads the constitution and shareholders agreement for the actual transfer restrictions, confirms each pre-emption step was completed or validly waived and by whom, decides the duty position and whether a duties lodgement is needed in any state, and checks the register entry and certificate against the executed transfer before registration.
Build the financial-assistance approval timetable for a share acquisitionStart this task See suggested levels	Work with the lawyer to build the timetable and document list from the structure and the limb the lawyer nominates: each resolution, notice, lodgement and waiting period with its date and the provision it comes from, the procedural parts of the resolution and notice of meeting, and a list of the financial facts still missing before the prejudice question can be answered.	YellowClose supervision	The lawyer decides whether the assistance materially prejudices the company, its shareholders or its ability to pay its creditors, which approval limb applies and whose approval is needed, drafts the material information for the notice of meeting, and confirms the assistance is not given before the waiting period ends.
Prepare the PPSR registration data sheet from the executed terms of tradeStart this task See suggested levels	Draft the registration data sheet from the executed terms of trade and the customer list: collateral class, the PMSI claim, the grantor identifier selected by the prescribed order of identifiers, and the calculated deadline for each supply type, and list every customer whose identifier cannot be confirmed from a current search.	YellowClose supervision	The lawyer confirms the security agreement is in force and has attached, verifies each grantor identifier against a current company or business register search and, for an individual grantor, against the prescribed identity document, confirms the collateral class and the PMSI claim, and checks each deadline — registration at or before possession for inventory, the 15 business day window for non-inventory goods, and the 20 business day exposure under section 588FL — before any registration is created.
Build the signing and authority pack for a corporate executionStart this task See suggested levels	Draft the signing pack from the final document and the authority evidence the lawyer supplies: an execution block and signing instruction for each party, the witnessing and attestation requirements for the governing law the lawyer nominates, counterpart and dating instructions, and a list of the authority evidence still missing.	YellowClose supervision	The lawyer decides whether the document is a deed, which law governs its execution, and whether the firm is relying on a section 127 execution, an agent, an attorney or a board delegate; then checks each signatory against a current company extract, the power of attorney or the resolution relied on, and confirms the witnessing actually required in that jurisdiction before the document is signed.
Prepare the guarantee and indemnity pack for a corporate obligationStart this task See suggested levels	Draft the guarantee and indemnity from the firm's precedent and the lawyer's instruction sheet, and build the schedule of guaranteed obligations from the principal document with each obligation marked to its clause and any cap identified.	YellowClose supervision	The lawyer checks the identity and capacity of each guarantor, including a corporate guarantor's power and its directors' position, decides the scope of the indemnity and the variation, release and continuing-guarantee provisions, confirms any writing or independent-advice formality that applies in the governing jurisdiction, and checks the schedule against the principal document.
Record the material personal interest disclosures for a board decisionStart this task See suggested levels	Index the disclosures the directors have already made and match each one to the agenda item it touches, compare them against the standing register of interests and the constitution's voting provisions, and list interests that appear on the face of the papers with no matching disclosure. The tool writes no part of any director's disclosure and no part of the minute.	RedLawyer-led	The lawyer confirms each disclosure is the director's own and in the terms the director gave it, decides whether the interest is a material personal interest and whether an exception applies, decides the voting and quorum position for each item, and settles the minute.
Adopt a firm AI use policy and approved-tools listChecklist Start this task See suggested levelsWritten for AustraliaAustralia only	Draft from the QLS template and LSBC statement.	GreenLawyer review	Approve the tools list and review annually.
Fix and review an AI-drafted contract a client brings inChecklist Start this task See suggested levelsWritten for AustraliaAustralia only	Mark up the client's AI draft for Australian-law gaps and one-sided terms.	YellowClose supervision	Re-check every clause against Australian law; AI drafts often skew to the prompter.
First-pass review of NDA or supply terms against a firm playbookChecklist Start this task See suggested levelsWritten for AustraliaAustralia only	Redline counterparty paper against playbook positions.	YellowClose supervision	Lawyer settles every redline.
Prepare a regulatory-change summary for a corporate clientChecklist Start this task See suggested levelsWritten for AustraliaAustralia only	Summarise new ASIC/ACCC releases into a client update.	GreenLawyer review	Verify citations and dates against the regulator's site.
Anonymise a contract before using an AI tool on itChecklist Start this task See suggested levelsWritten for AustraliaAustralia only	Strip party names and identifiers before upload.	YellowClose supervision	Confirm anonymisation is complete; QLS GS 37 recommends anonymising where feasible.
Record AI use on the matter file for supervisionChecklist Start this task See suggested levelsWritten for AustraliaAustralia only	Log tool, prompt purpose and verification steps.	YellowClose supervision	Supervisor reviews the log; supports Uniform Law AI statement duties.
Draft a first-pass shareholders agreement from a term sheetStart this task See suggested levelsWritten for AustraliaAustralia onlySource basis: Area-specific AU source in links	Generate clauses from the precedent and term sheet.	YellowClose supervision	Lawyer settles every clause.
Run an AI review of standard terms of trade for a small businessStart this task See suggested levelsWritten for AustraliaAustralia onlySource basis: Area-specific AU source in links	Flag one-sided and unfair terms.	YellowClose supervision	Lawyer applies the UCT regime.
Summarise ASIC company extracts into a corporate structure chartStart this task See suggested levelsWritten for AustraliaAustralia onlySource basis: Area-specific AU source in links	Turn the extracts into an entity chart.	GreenLawyer review	Verify against current extracts.
Review a standard-form customer contract for unfair-term risk against the Competition and Consumer Act 2010Start this task See suggested levelsWritten for AustraliaCommonwealth only	List clauses that allocate risk, with the clause number, for the lawyer to read against the Act.	YellowClose supervision	Read the unfair-terms provisions in the Competition and Consumer Act 2010 compilation. A generated list is not that reading.
Draft the collateral description in a general security agreement and check it against the Personal Property Securities Act 2009Start this task See suggested levelsWritten for AustraliaCommonwealth only	Draft the collateral description from the asset list the client supplied.	YellowClose supervision	Compare the description with the asset list and with the Personal Property Securities Act 2009 compilation.
Draft a deed of variation of a supply contract from the agreed change listStart this task See suggested levelsWritten for AustraliaCommonwealth only	Draft the variation so that it contains only the changes on the agreed list.	YellowClose supervision	Read the deed against the agreed list and the original contract. Delete any change that was not agreed.
Compare liability caps across a set of customer master services agreementsStart this task See suggested levelsWritten for AustraliaCommonwealth only	Make a table of the cap clause, the amount and the exclusions from each signed agreement.	YellowClose supervision	Open each signed agreement and correct any cap the table misread.
Draft a board paper recommending entry into a supply contract from the contract and the instructionsStart this task See suggested levelsWritten for AustraliaCommonwealth only	Draft the paper from the contract terms and the instructions. Mark the recommendation as the lawyer's to settle.	YellowClose supervision	The lawyer settles the recommendation. Check every contract term in the paper against the contract.

Firm-wide obligations

Firm-wide obligations
Obligation	What it covers
Trust accounting & handling client money	Checks that apply across files.
Costs, billing & litigation funding	Checks that apply across files.
Client-facing & access-to-justice AI tools	Checks that apply across files.
Incoming evidence — deepfakes & synthetic documents	Checks that apply across files.
AI decision systems	Checks that apply across files.
Confidentiality & client information	Checks that apply across files.
AML/CTF — the practice as a reporting entity	Checks that apply across files.

What changes in Australia

What changes in Australia
Topic	What changes
Citations	Verify every case, section and threshold on AustLII, Westlaw AU or LexisNexis AU. Murray v Victoria [2025] FCA 731: indemnity costs against a firm for false citations. Dayal (FCFCA, 2024–2025): practising certificate varied.
Merger control	Mandatory notification under the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 applies from 1 January 2026. An unapproved notifiable acquisition is void. AI may reflect the old voluntary process.
Directors' duties	Directors' duties, continuous disclosure (check the current fault element) and related-party rules need current ASIC enforcement positions and the facts.
Board records	The company secretary and a lawyer review AI-drafted minutes and resolutions before they are finalised or filed. An incorrect record creates ASIC compliance and director liability risk.
Confidentiality	Uploading client documents to public AI tools can destroy confidentiality and privilege.
Limits on AI assistance	Never use AI to generate or verify citations, sections or thresholds for advice or court submissions. Never rely on AI for obligations under the mandatory merger notification regime. Never let AI decide directors' duties, continuous disclosure or related-party exposure. Never finalise or file AI-drafted minutes or resolutions without company secretary and lawyer review.

ACCC: Contracts and unfair contract terms · 2026-09-16

What changes in New Zealand

Known here as: Commercial and corporate advisory (Companies Act 1993)

What changes in New Zealand
Topic	What changes
Company law	Companies Act 1993, not the Corporations Act 2001 (Cth). Check the Companies Office register for the entity.
Registers	The Companies Office also administers the Personal Property Securities Act 1999, Limited Partnerships Act 2008, Financial Markets Conduct Act 2013 and Takeovers Act 1993.
Security interests	Register on the New Zealand PPSR. Do not use an Australian PPSR timing rule.
Overseas investment	Overseas Investment Act 2005, not FIRB. Check the Overseas Investment Office position if any party is an overseas person.
Consumer and unfair terms	Fair Trading Act 1986, not the ACL.
Limits on AI assistance	Do not file a generated citation, quote or statutory reference until you have opened it in legislation.govt.nz or a trusted case database. Do not enter private, confidential, suppressed or privileged material into a public chatbot.

What changes in United States

Known here as: Commercial and corporate advisory (contracts, company law, governance)

What changes in United States
Topic	What changes
Governing law	State company and contract law (for example the Delaware General Corporation Law) plus the Uniform Commercial Code as enacted in the state. No Corporations Act 2001 (Cth) analogue.
Federal overlays	Securities, antitrust and, for some industries, sector regulators.
What changes	Verify every statutory citation in the current state code or official compilation.
Ethics	Formal Opinion 512 and Rule 1.1 comment 8: understand the tool; you remain responsible for the advice. Rule 1.6 governs deal terms and board materials.
Limits on AI assistance	Do not treat a generated Delaware or UCC citation as current until you open the official code. Do not upload board papers or transaction documents to a public generative tool.

Precedents for this area

Directors' circulating resolution and minutes of directors' meeting (Other, AI use Yellow). Linked templates for an Australian company: a directors' circulating resolution under s 248A and minutes of a directors' meeting, with prompts for interests, quorum, execution and the s 251A minute-book steps.
ASIC Form 484: change to company details (officeholders, addresses, members and shares) (Form, AI use Green). Completion guide for ASIC Form 484: which changes it reports, the 28-day deadlines and their sources, the evidence to hold before lodging, and the traps that cause late fees or wrong register entries.
Letter of advice to directors on duties and insolvent trading exposure (Letter, AI use Red). Answer-first letter advising directors of a company under financial pressure on their statutory duties, insolvent trading liability, the safe harbour and the immediate steps to protect themselves and creditors.
Mutual confidentiality agreement (Australian law) with AI-tool use restrictions (Agreement, AI use Yellow). Original Australian-law mutual NDA for commercial discussions. It covers permitted use and disclosure, personal information and data breaches, return or destruction, and when confidential information may be put into AI tools.
AI use, disclosure, data-training and output-warranty clause for commercial contracts (Clause, AI use Yellow). Drop-in clause for services and supply contracts that requires disclosure of AI use, stops customer data being used for model training, sets human review and incident duties, and allocates risk in AI outputs.
Board paper and resolution approving adoption of an AI system (risk, accountability, monitoring) (Other, AI use Yellow). Board paper template, decision resolution and minute extract for approving a material AI system. It covers the business case, legal and privacy risks, accountability, human oversight, monitoring and the questions directors should ask.

All precedents for Commercial & Corporate Advisory. Signed-in accounts can read the full text.

Related jurisdictions

Australia New Zealand United States