Get legal advice on an investment proposal

We review investment proposals and the documents that support them, advising investors on the legal structure, protections, and risks.

Investment documents are prepared by the promoter’s advisers and are designed to facilitate the investment, not to protect the investor. The legal structure of the investment, the rights available to investors if the investment underperforms, and the claims an investor ranks behind in an insolvency are often addressed in ways that are technically present but practically difficult to enforce. We advise investors on what the documents actually commit them to before they sign.

What does legal advice on an investment proposal involve?

Legal advice on an investment proposal involves reviewing the documents that govern the investment, including the investment agreement, offer documents, information memorandum, and any ancillary agreements, and advising the investor on the legal structure of the investment, the rights and protections it provides, and the risks that are not obvious from the documents alone.

Key issues include whether the investment is structured as debt, equity, or a hybrid; what rights the investor has to exit or redeem the investment and in what circumstances; what security, if any, is available to the investor in an insolvency; and whether the offer complies with the disclosure requirements applicable under the Corporations Act 2001 (Cth). Independent legal advice on an investment proposal is the point at which an investor has the opportunity to understand what they are committing to before committing to it. We review investment proposals and provide independent legal advice to investors before they make a commitment.

What should I look for in the legal documentation of an investment proposal?

The most important things to understand in the legal documentation of an investment proposal are the structure of the investment and what type of interest the investor will hold, the circumstances in which the investor can exit or have the investment redeemed, the priority of the investor’s claim if the issuer becomes insolvent, and whether the documents comply with the applicable disclosure and offer requirements under the Corporations Act 2001 (Cth). These questions are not always easy to answer from reading the documents without legal knowledge, and the answers are not always what the marketing materials suggest. We identify the key risks and rights in the documentation and advise on what they mean in practice.

What disclosure is required for an investment offer made in Australia?

The disclosure required for an investment offer in Australia depends on the structure of the offer and the type of investors to whom it is made under the Corporations Act 2001 (Cth). Offers to retail investors generally require a prospectus or product disclosure statement unless an exemption applies, while offers to sophisticated or professional investors may be made without a full disclosure document, but the investor should still review whatever documentation is provided. We advise on whether the offer you have received complies with the applicable requirements and what the implications are if it does not.

What happens to my investment if the promoter becomes insolvent?

What happens to an investor’s money if the promoter becomes insolvent depends on the legal structure of the investment and the security, if any, that was granted to the investor under the investment documents. An investor with no security ranks as an unsecured creditor in the insolvency and may recover little or nothing, while an investor with a registered security interest has priority over unsecured creditors to the extent of the secured assets. We advise on where the investor ranks in the event of insolvency and whether any security available under the investment documents provides meaningful protection.

Can I negotiate the terms of an investment proposal before committing?

Whether the terms of an investment proposal can be negotiated depends on the nature of the investment and whether it is being offered on standardised terms to multiple investors or structured specifically for the particular investor. In some cases, key terms including security arrangements, exit rights, and governance provisions can be negotiated before commitment, and investors who seek to negotiate are more likely to obtain improved protections than those who accept the documents as presented. We advise on which terms are most important to seek to improve and assist in negotiating changes that better protect the investor’s position.

Investment documents reviewed before commitment, not after the problem arises.

Risks identified that are not obvious from the documents or the marketing materials.

Negotiation assistance where the terms can be improved before commitment.

The point at which an investor is best protected is before they commit, not after the investment has been made.

Investment documents give the investor the opportunity to understand what they are committing to, but only if those documents are reviewed with independent legal advice before the commitment is made. The cost of that review is small relative to the amount being invested and the consequences of committing to terms that are not understood.

Investment documents protect the promoter. Independent legal advice protects you.

You have received an investment proposal and the terms look reasonable. But investment documents are prepared by the promoter’s advisers and are designed to facilitate the investment. The protections available to you as an investor, and the risks you are taking on, are not always obvious from the documents themselves. Independent legal advice tells you what you are actually committing to.

We will review the investment documents and advise on the legal structure of the investment and the rights and protections available to you as an investor.
We will identify the key risks in the documentation that are not apparent from the marketing materials.
We will advise on the priority of your claim if the promoter encounters financial difficulty.
We will advise on whether the offer complies with the applicable disclosure requirements and assist in negotiating improved terms where possible.

You have received an investment proposal and the terms appear reasonable, but the documents were prepared by the promoter's lawyers and independent advice on what they actually commit you to is not built into the process.

Investment documents are written to facilitate the investment, not to protect the investor. The features of the proposal that matter most to you as an investor, including what happens if the investment underperforms, what rights you have to exit, and what claims you rank behind if something goes wrong, are often addressed in ways that are technically present but practically difficult to enforce. Reading those documents with independent legal advice changes what you understand about the investment before you commit to it.

What's included in your investment proposal legal review service

Investment document review and legal structure advice.
Investor rights and exit provisions assessment.
Insolvency priority and security analysis.
Disclosure compliance review.
Negotiation assistance on key terms.

What goes wrong when investors commit to an investment without independent legal advice?

Investors who have committed to an investment without reviewing the documents with independent legal advice regularly discover that the rights they expected to have are more limited than they thought, that the security they believed they had does not cover the full amount invested, or that the exit rights they thought were available can only be exercised in circumstances that have not arisen. These are not hidden traps. They are provisions that are clearly documented but not easily understood without legal knowledge.

Here is how we help you understand an investment proposal before you commit.

We review the investment documents and advise on the legal structure of the investment, the rights available to the investor, and the risks that are not obvious from the documents or the marketing materials. We identify the provisions that matter most to the investor’s protection and explain what they mean in practical terms. We advise on whether terms can be negotiated and assist in seeking improvements where the investment documents do not adequately protect the investor’s position.

Three steps to understanding an investment proposal before you commit.

Documents reviewed, risks identified, commitment made with full understanding.

Review the documents.

We review the investment documents and advise on the legal structure of the investment and what it commits you to.

Identify the key risks.

We identify the provisions that matter most to your protection as an investor and explain what they mean in practice.

Advise and negotiate.

We advise on whether the terms can be improved and assist in negotiating changes that better protect your position before you commit.

Lawyers experienced in investment document review, securities law, and investor protection across Australia.

Investors who receive a well-presented investment proposal often feel that asking for legal advice before committing will be seen as a sign of doubt or will delay the opportunity. We advise on investment proposals promptly and without creating unnecessary delay, with the understanding that the purpose is not to find a reason not to invest but to ensure the investor understands what they are committing to.

We understand you want to know the cost, before we get started.

We will map out our process, from beginning to end, so you know what the journey will look like before you get started.

We will provide you with a clear and detailed Work Proposal covering each step along the way.

Our fair fees are all-inclusive. No hidden costs for telephone calls, emails, photocopying, couriers, or coffee.

Our great lawyer guarantee

We want to be part of your team over the long term. We achieve this by adhering to these core principles:

Take the time

We listen carefully to understand what you want to achieve. Then we thoroughly explain our advice and step you through the documents. You can be sure you know the full consequences.

Share our knowledge

We will pass on as much knowledge as we can, so you can make your own informed decisions. We want to make you truly independent.

Stick to our knitting

We only do what we're good at. You can be confident that we know what we're doing and don't pass on the cost of our learning.

Work as one team

Someone will always be available to answer your questions, or point you in the right direction. You will also benefit from a range of perspectives and experience.

Fair pricing

For advice and documents, we provide a fixed or capped quote so you don't take price risk. If you're in a dispute, we map out the process and costs so you know what to expect.

It's your show

We're not in this for our egos. We're in it for a front row seat to witness your success.

Ready to get independent legal advice on an investment proposal?

How to co-own property without conflict, confusion, or costly mistakes

You’ve been told to make a family trust election. Here’s what that actually means.

Changes to trust taxation in the Federal Budget: Is there still a case for keeping a family trust in my structure?

How we built our AML/CTF compliance into the way we already work

Tagged 289