The Centre provides specialist legal services for all aspects of social impact investment, projects and businesses.
This includes legal advice and assistance on a fee-for-service basis on start-up and scaling-up, capital raising and debt financing, business development, contracting and operational matters, business & asset acquisitions and disposals, structuring and restructuring, through to governance and winding up.
We advise social enterprises, social investment funds and fund managers, impact investment intermediaries, foundations and philanthropists, financiers and investors, service providers and contractors, and other impact participants and stakeholders.
We help social enterprises get started.
We advise on how to structure the enterprise legally, including the type of legal vehicle – whether a company, partnership, trust, co-operative or another form, including not-for-profit – and key features like voting rights, distributions, directors’ duties, and how to prioritise social goals.
We help social enterprises scale up.
We advise on ways of raising funds – loans, equity, crowdfunding and, where relevant, charitable fundraising.
We help enterprises to get investment-ready, advising on governance and legal systems and requirements.
Impact measurement and reporting are at the heart of social impact. We advise on how to reflect and incorporate impact measurement and reporting in investment arrangements, loan agreements, equity returns, governance arrangements and day-to-day trading and operational documents.
We advise on social impact bonds, for purpose/for profit structures, sustainable supply and distribution arrangements, social investment funds, social enterprise commercial contracts, and other impact driven transactions and projects, from both an investor and enterprise perspective.
Social investment funds have emerged as a key driver of social impact.
We advise on all aspects of establishing, structuring, and operating funds targeting social and environmental outcomes.
We advise investors and fund managers on investment, philanthropic and hybrid fund structures, both local and cross border.
We work on a range of sustainability themed financing – both debt and equity – including renewable energy, rural and remote utilities, specialist disability accommodation, social and affordable housing, and employment services.
Good governance is essential for social impact. We understand the complexities of running an enterprise that is focussed not only on achieving a financial return but also pursuing positive social and environmental outcomes.
Foundations and charities seeking social impact face additional governance issues.
We give strategic advice to directors, managers, trustees, in-house counsel and investors on decision-making, conflicts of interest, and board policies and protocols. We advise on directors’ duties, corporate structuring and constitutions. We help to develop the risk management and compliance systems required for good governance.
No business is an island. There is a wide variety of ways in which a social enterprise may skill up or extend its services beyond organic growth.
From a social investor’s perspective a merger, joint venture or other collaboration or an asset or business acquisition by an investee enterprise may be an important part of business development, investment readiness or realising the investment.
We advise on all aspects of the transaction, from initial strategy and structuring through due diligence, contract negotiations, and regulatory requirements to documentation, implementation and settlement.
We advise buyers, sellers, targets and financial advisers across a range of sectors, with insight into the special requirements and dynamics of social impact objectives and entities.
Much social finance is provided by way of loans and other debt instruments, particularly where the legal structure includes a not-for-profit entity. This debt finance often requires covenants and administration that is tailored to social impact objectives and the special circumstances of the social enterprise or other borrower.
We advise on all forms of debt financing, ranging from single borrower/lender bullet loans to multi-party secured facilities, structured finance and social impact & sustainability bonds.
We advise banks, foundations, investors and other lenders, and we advise both not-for-profit and for profit/for purpose borrowers, across a range of sectors.
Capital raising for social impact requires flexibility and a willingness to innovate.
Whether it is by way of debt or equity, venture capital, crowdfunding or charitable fundraising, pathways need to be found through a range of different requirements – both regulatory and practical – for hybrid, for purpose/for profit and not-for-profit structures.
We advise investors, social enterprises and financial advisers on the capital raising options and requirements, including strategy and structuring, regulatory requirements, documentation and implementation.
The backbone of any social enterprise is its commercial contacts – for its supplies, its sales, its equipment, its premises, its consultants and employees, its licences and all of its operational requirements. We advise and assist on contract reviews and negotiations, drafting template and specific documents, and resolving contractual disputes.
Many social enterprises supply services to Government or with some Government funding. We advise and assist on the formal government procurement processes and documentation, and service agreements.
A social enterprise is not static.
We advise and assist on restructuring and refinancing to enable an enterprise to grow and evolve with changes in the economic and regulatory landscape.
Where an enterprise faces financial distress, we advise and assist lenders, debtors, potential purchasers and officeholders on restructuring and refinancing to resolve the distress.
Social impact does not fit neatly into Australia’s legal framework. It straddles the regulatory arrangements for commercial and not-for-profit entities, and for traditional market and charitable fundraising.
We advise on the regulatory regimes that apply to social enterprises and social impact, including Australian financial services licenses (AFSL), managed investment schemes (MIS), charitable and not-for-profit registration with the ACNC, charitable fundraising legislation and the related compliance requirements.