Special Counsel
'Carly's attention to detail has always been outstanding in ensuring our franchising documents were comprehensive for the Australian market while still being aligned with the USA company foundations... I knew Carly was the right fit for us from the moment I spoke with her.' Rockell Williamson-Rudder, Rockell Williamson-Rudder, International Director, Xtend Barre

Carly is a special counsel in our corporate and commercial team. She provides advice to clients on wide-ranging corporate and commercial issues including matters relating to the Corporations Act and ASIC, share sale agreements, shareholder and partnership agreements, asset and business acquisitions and disposals, restructures, franchising, business succession planning and advice, employee share schemes, and trade marks and IP issues. Carly gives commercial and tax related advice to small business, corporate clients, accountants, financial planners and other advisers.

Carly advises in-house counsel on a range of corporate and commercial legal issues and has previously taken place in secondment programs to fill the role of in-house counsel.

Carly has a particular interest in not-for-profit and charitable organisations and regularly advises on the establishment and operation of such entities. She is also a board member of a charity that has provided 35 years of community service to Queensland families.

  • Bachelor of Justice (Distinction) – Queensland University of Technology
  • Bachelor of Laws (Honours) – Queensland University of Technology
  • Graduate Diploma in Legal Practice – Queensland University of Technology
  • Solicitor – Supreme Court of Queensland
  • Member – Golden Key International Honour Society
  • Member – Australian Corporate Lawyers Association
  • Member – Franchise Council of Australia

Corporate and commercial

  • Providing legal advice, including tax and duty advice to a state government regulator over a number of years on all aspects of its business, including acquisition and disposal of assets (including from local councils), contracts with third parties, its constitution and corporate governance practices, dealings with industry stakeholders, state government departments and local councils, internal policies and procedures and application and implementation of legislation, including new legislation.
  • Advising on and documenting numerous employee share schemes.
  • Acting for a multi-jurisdictional motor vehicle dealer in a number of transactions, including the disposal of business assets and implementation of agreements to facilitate business succession.
  • Working with an international insurer of professional advisers in Australia to prepare documents to be used by its clients in their businesses.
  • Advising on and negotiating significant loan agreements and refinance arrangements with banks (included some listed in the ‘top four’ in Australia) for clients in a variety of industries including mining services, agriculture and motor vehicles.
  • Acting for a number of medical professionals in the acquisition and sale of practices, including disposals to large and listed corporate groups, providing advice on structuring issues including the use of service trusts and implementation of service agreements.
  • Advising on and preparing partnership, shareholder and unitholder agreements and advising on the dissolution of such structures and exit of key stakeholders.

Franchising

  • Preparing and advising on franchise documentation for franchisors and master franchisees in industries including retail food, health and fitness and motor vehicles, including the preparation of master and end franchise documents and conversion of documentation for overseas and international systems to comply with Australian law.
  • Preparing and reviewing franchise documentation including disclosure documents and advising franchisors and franchisees on compliance with the Franchising Code of Conduct.

Not-for-profit

  • Providing advice to a number of not-for-profit and charitable organisations on wide-ranging legal issues including appropriate structures, eligibility for tax and duty exemptions and concessions, grants and funding agreements, fundraising legislation and compliance including with the requirements of ASIC, ATO, ACNC, AusAID and the Office of Fair Trading (and similar offices in jurisdictions outside of Queensland).
  • Advising overseas charities on the application of Australian law to their proposed Australian activities including advice regarding revenue treatment in Australia, application of the Corporations Act and matters relating to foreign ownership of assets under the Foreign Acquisitions and Takeovers Act and compliance with Foreign Investment Review Board requirements and guidelines.
  • Applying for tax concessions and endorsements for a number of not-for-profit and charitable organisations and preparing objections and appeals to ATO decisions.
  • Establishing and advising on a number of charitable trusts for clients to meet the philanthropic needs of their families.

  • ‘Governance standards and directors’ duties under the ACNC regulatory framework – what to expect and what does this mean for you?’, Joint presentation with David Locke, Assistant Commissioner, Australian Charities and Not-for-profits Commission and Effective Governance, June 2013.
  • ‘Structured Giving: Focus on Private Ancillary Funds, Joint presentation with Perpetual, 2011.
  • ‘Philanthropy and your family business’, Family Business Magazine, 2011.
  • ‘Lexon Business Transaction Guides’, Queensland Law Society Business Law Conference, November 2010.
  • ‘Why have a shareholder agreement’, Legalwise, September 2008.