Corporate & Commercial
Contracts, structures and governance for businesses that need the paperwork to hold when something goes wrong.
Mergers & Acquisitions
Buying or selling a business, from the term sheet and due diligence through to completion and the restraints that follow.
Litigation & Dispute Resolution
Commercial disputes in the NSW, ACT and Federal courts, resolved early where that is possible and run properly where it is not.
Technology and Software
Your product scales digitally. Your contracts have to scale with it.
The track record
Judgments and tribunal outcomes, transactions completed, appointments taken, and the conversations we are part of in Australia and in Germany.
Germany
A German desk for businesses moving between Australia and the German-speaking market.
Singapore
Singapore law where it governs the contract, and the arbitral seat that carries much of the region’s work.
Technology and Software
Your product scales digitally. Your contracts have to scale with it.
A product that scales digitally needs contracts that scale with it.
2007
Practising in Australia since
3
Offices: Sydney, Canberra, Frankfurt
2
Legal systems, one team
1
Principal on every matter
How the work runs in this sector
Six things a software business gets asked to sign
01
The customer contract, and how it scales
Subscription, licence and reseller agreements are the ones you sign hundreds of times, so a term that is merely awkward becomes the same problem repeatedly. We would rather spend the time on the template than on the hundredth negotiation of it. Since unfair terms in standard form contracts began attracting penalties, the template is also where the regulator looks.
02
Who owns the code
Commissioned and jointly developed code is where ownership is most often assumed rather than agreed. Code your employees write in the course of their jobs is yours by default, but a contractor keeps what they write until it is assigned in writing, and that surfaces at the worst possible moment, which is diligence on a raise or a sale.
03
Service levels, and what an outage costs
Uptime commitments, support response times and the credits attached to them. The question that matters is not the percentage, it is whether liability is capped, what sits outside the cap, and what the Australian Consumer Law will not let you exclude at all, because that is what decides whether one bad week is an inconvenience or an existential claim.
04
Data, privacy and where it is held
The Australian Privacy Act, which reaches most software businesses above $3 million turnover and some below it, and the GDPR where you have European users: what you may collect, where it may be transferred, and what you must do when something goes wrong. Breach notification is the part people discover too late. The GDPR gives 72 hours from awareness, and under both regimes the clock starts before you know the full extent of it.
05
The people, and keeping them
Employment and contractor arrangements, and equity for the people you want to keep. We design and document employee share and option plans, including the conditions that qualify a start-up plan for concessional tax treatment; the tax position of each person receiving equity is confirmed with your accountant, and we can recommend one.
06
The second market
Selling into Australia from abroad, or out of Australia into Europe, changes which law governs your terms and which regulator can reach you. Our Frankfurt office handles the German side under German law rather than passing it to correspondent counsel.
Selected matters
Work we have done
Clients are not named and no product is identified. The shape of the matter, the side we acted on and the jurisdiction are.
Platform development
Development agreement for a safety technology platform
Acted for the company commissioning the build, with ownership of the resulting code as the main issue.
Development and IP · NSW
Structure and equity
Company structure and an employee equity plan
Advised on the structure and documented the plan for a growing technology business.
Structuring and equity · ACT
Licensing dispute
Dispute over a perpetual software licence, and its settlement
Acted for the licensee through the proceeding and the settlement that ended it.
Commercial dispute · NSW
Intellectual property
Assignment of intellectual property into the operating company
Drafted the assignment and the licence back, so the company owned what it was selling.
IP assignment · NSW
Customer contracts
Review of the contract stack a software business sells on
Acted for the vendor, on liability, service levels and the terms that repeat across every customer.
Contract review · ACT
Premises
Commercial leases for software companies taking space
Acted for the tenant in each case.
Tenant side · ACT
In this sector
What we do for Technology and Software clients
The work
A product that scales digitally needs contracts that scale with it. We advise software, SaaS and technology businesses on subscription, licensing, reseller and development agreements, on service levels and support commitments, on ownership of intellectual property in commissioned and jointly developed code, and on the liability and indemnity positions that decide whether one outage becomes an existential claim. We advise on privacy and data compliance under the Australian Privacy Act and the GDPR, including cross-border transfers and breach notification.
Where it usually goes wrong
For companies growing into a second market, we handle the entity, employee incentive and capital raising work that goes with it.
Who does the work
The person you meet is the person who runs it
Fabian Hoffmann
Principal · Sydney, Canberra and Frankfurt
Juris Doctor (ANU) and the First State Examination in Law (Bielefeld), admitted in the Australian Capital Territory, Notary Public of the Society of Notaries of New South Wales, member of the Singapore Institute of Arbitrators, and Vertrauensanwalt for both the Federal Republic of Germany and the Republic of Austria. Works in German and English, and tutored contract law at the ANU College of Law for four years.
Mason Keene-McCann
Principal · Canberra
Admitted to practice in the Supreme Court of Victoria and holds a practising certificate in the Australian Capital Territory. Joined Boettcher Law in 2022 and works with barristers and experts on contested commercial matters.
Annie Jin
Solicitor · Sydney
Juris Doctor (University of Sydney) and a Bachelor of Commerce (Auckland) majoring in management and commercial law. Admitted in July 2024. Works in English and Mandarin, and carries much of the firm’s day to day corporate and contract work.
Australia and Germany
One team, both legal systems
Where a matter runs across both jurisdictions, the German side is handled by our Frankfurt office under German law, not passed to correspondent counsel and marked up. That is the practical difference: one team, one set of documents, and nobody translating between two firms at your cost.
Tax on either side sits with an accountant. We work with Accru Felsers through the German Professional Services Alliance and bring them in at the point the numbers start to matter, which on a restructure or a share transfer is usually before we draft.
Related
The areas of law that carry this sector
Speak to us
Tell us what you are dealing with and we will tell you what is involved, what it will take, and what it will cost. If it is too early to be worth doing, we will say that too.
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