Explainer · Working with us
What Does a Commercial Lawyer Do?
Published 14 Aug 2026
The work, the timing, and the difference between preventing a problem and arguing about one.
In short: A commercial lawyer advises businesses on the documents and rules that govern how they trade — contracts, ownership arrangements, transactions, intellectual property and regulatory compliance. The work is preventative: the goal is that you never need a litigator.
The day-to-day work
- Contracts. Drafting and reviewing customer terms, supply and distribution agreements, services agreements, subscription and SaaS terms, NDAs and contractor agreements — and negotiating the risk clauses that matter: liability, indemnities, IP, termination.
- Ownership and governance. Shareholders agreements, constitutions, unitholder and partnership arrangements, employee share and option plans, director duties and decision-making rules.
- Transactions. Buying and selling businesses, share and asset sales, due diligence, capital raises, joint ventures and vendor finance.
- Intellectual property and brand. Trade mark strategy and filings, licensing, IP assignment, protecting confidential information and dealing with infringement.
- Regulatory compliance. Australian Consumer Law, privacy, financial services and credit licensing, industry codes and sector-specific licensing.
- Property and premises. Commercial and retail leases, licences to occupy, and the disclosure rules that attach to them.
- Employment interfaces. Contractor versus employee classification, restraints, confidentiality and key-person arrangements.
Commercial lawyer, litigator, in-house counsel
A commercial lawyer builds the arrangements. A litigator runs the argument once those arrangements have failed or been breached. In-house counsel does the commercial work from inside the business, with the advantage of context and the constraint of cost — which is why many mid-sized businesses now buy that capability on a part-time basis rather than hiring. That is exactly the gap our Fractional General Counsel service fills.
We do not run litigation. When a dispute needs to be fought, we scope the issues, preserve the position and refer the matter to specialist disputes counsel, then stay involved on the commercial side.
When to pick up the phone
- Before signing anything you could not comfortably walk away from — a lease, a major customer contract, a supply commitment.
- Before taking on a business partner, an investor, or issuing equity or options.
- Before buying or selling a business, or agreeing heads of terms.
- When your standard terms have not been reviewed in three years, or were adapted from a template you found online.
- When you start a regulated activity — financial services, credit, insurance distribution, NDIS, labour hire.
- When a counterparty sends a letter that mentions breach, termination, or a statutory notice.
The pattern in almost every expensive problem we are asked to fix is the same: a document that was never read closely, signed under time pressure, in circumstances where an hour of review would have changed the outcome.
How a good engagement runs
Scope first: what decision are you trying to make, by when, and what is the commercial risk if it goes wrong. Then a written fixed fee, so the cost is known before work starts. Then advice in plain English with a recommendation, not a survey of possibilities. Under the Legal Profession Uniform Law, your lawyer must also give you costs disclosure and act in your best interests — a fixed fee simply makes the first part unambiguous.
What to expect from us
Fixed fees on every engagement, quoted before we start. A response within one business day. Senior lawyers doing the work, not delegated down. And commercial advice that tells you what we would do in your position — including, sometimes, that the deal is not worth doing.
Frequently asked questions
What does a commercial lawyer do?
A commercial lawyer advises businesses on the agreements and rules that govern how they trade — contracts, supply and distribution arrangements, shareholder and partnership terms, business sales, intellectual property, regulatory compliance and risk allocation. The work is preventative and transactional rather than court-based.
What is the difference between a commercial lawyer and a litigator?
A commercial lawyer builds and reviews the arrangements that keep a business out of trouble. A litigator runs disputes through courts and tribunals once something has gone wrong. Many firms do both; we deliberately do not run litigation and refer disputes to specialist counsel.
When should a business engage a commercial lawyer?
Before signing anything material — a lease, a large customer or supplier agreement, an investment, a business purchase or sale, an employment or contractor arrangement for a key hire. Also when entering a regulated activity, or when the standard terms you use have not been reviewed in several years.
How much does a commercial lawyer cost in Australia?
Traditional firms charge hourly, which makes budgeting difficult. We quote a fixed fee for every engagement, agreed in writing before we start, so the cost is known upfront regardless of how long the work takes.
Do I need a commercial lawyer or an accountant?
Usually both, on different questions. Accountants handle tax structuring, reporting and compliance with the ATO. Commercial lawyers handle the legal documents, liability allocation, regulatory obligations and ownership arrangements. On structuring decisions the two should be talking to each other.
Related reading
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