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Corporate & Commercial Law

Contract Structuring Regulatory Compliance Dispute Resolution Transactional Agreements Commercial Leasing Loan & Financing Agreements Security & Asset Protection Corporate Formation Governance Frameworks Trustee & Succession Planning Estate Settlement

Drafting, Reviewing & Negotiating Business Agreements

Tailored Contract Structuring

Risk Mitigation & Confidentiality

Performance & Compliance Standards

We provide drafting of legally binding contracts tailored to the unique nature of each business transaction, ensuring full compliance with industry regulations and operational requirements. Our contracts establish clear rights and obligations to eliminate ambiguity and minimise disputes, incorporating critical clauses such as force majeure for unforeseen circumstances, confidentiality and non-disclosure to safeguard sensitive information, non-compete covenants to prevent unfair competition, and performance obligations that define timelines, milestones, and deliverables.

Regulatory and Legal Compliance

Risk Identification and Contract Clarity

Strengthening Business Protections

We conduct thorough contract due diligence to safeguard business interests and ensure enforceability. Our reviews verify compliance with corporate governance, international trade, and jurisdictional business laws, while also uncovering hidden risks or liabilities that may impact profitability. By analysing counterparties’ financial and legal positions, we provide clarity on payment terms, dispute resolution mechanisms, and termination rights, while refining vague or unfavourable clauses to strengthen contractual protections.

Financially Favourable and Flexible Terms

Strategic Negotiations and Risk Mitigation

Enforceability and Dispute Protection

We negotiate and structure contract terms that secure favourable financial conditions, enhance operational flexibility, and embed robust risk-mitigation strategies to protect business interests. Our expertise spans multi-party negotiations with vendors, suppliers, investors, and regulators, ensuring balanced outcomes while safeguarding long-term objectives. By incorporating governing law, arbitration provisions, and liquidated damages clauses, we strengthen enforceability and minimise costly disputes.

Commercial & Transactional Agreements

Structured and Enforceable Transaction Frameworks

Risk Protection and Regulatory Compliance

Dispute Resolution and Cross-Border Safeguards

We draft and structure sales and purchase agreements that govern the acquisition and transfer of goods, services, intellectual property, and business assets, ensuring seamless and legally enforceable transactions. These agreements define payment structures, delivery timelines, warranties, and liabilities, while embedding indemnification clauses to shield businesses from financial loss due to defects, non-performance, or contractual breaches. With a focus on regulatory compliance in cross-border dealings and the inclusion of robust dispute resolution frameworks, agreements remain adaptable and enforceable across jurisdictions.

Structured Lease Frameworks and Tenant Protections

Flexibility in Exit and Renegotiation Terms

Cost Management and Risk Mitigation

We prepare and negotiate commercial lease agreements covering office spaces, warehouses, industrial facilities, retail locations, and equipment leasing. Agreements are structured to define rental terms, obligations, and tenant rights while embedding asset protection clauses to prevent unauthorized subletting or non-compliant use. Flexible exit strategies and favorable terms are incorporated to safeguard business interests, minimize rental escalation, and control operational overheads.

Structuring Secured and Unsecured Loan Agreements

Tailored Financing for Real Estate and Business Growth

Regulatory Compliance and Borrower Protection

Drafting secured and unsecured loan agreements that establish clear repayment schedules, collateral requirements, and fair penalty provisions to balance lender protection with borrower flexibility. Our services extend to advising on commercial real estate loans, business expansion financing, and short-term credit facilities, ensuring businesses have access to tailored funding solutions. All agreements are structured in compliance with financial regulations, protecting clients from predatory lending practices and unfair contractual obligations.

Legal Pledges on Business Assets and Intellectual Property

Structured Security Agreements and Enforcement Mechanisms

Risk Mitigation through Priority Liens and Protection Strategies

We formalize legal pledges over business assets and intellectual property, ensuring enforceability under secured transactions laws. Our security agreements define lender rights, outline repossession or liquidation procedures, and provide structured protections in case of default. Risk-mitigation measures, including priority lien agreements and asset protection strategies, are integrated to safeguard both lenders and borrowers in complex financial arrangements.

Corporate Governance and Regulatory Adherence

Drafting of Notices and Shareholder Disclosures

Transparency to Prevent Disputes and Legal Risks

We prepare legally compliant notices and disclosures that align with corporate governance standards, securities regulations, and employment law mandates. Our services include drafting demand letters, termination clauses, and shareholder notifications to protect business interests while ensuring full regulatory adherence. By maintaining transparent disclosures, we minimize shareholder disputes and mitigate legal exposure from non-compliance.

Contract Dispute Prevention & Legal Enforcement

Incorporation of ADR Mechanisms

Governing Law and Jurisdiction Provisions

Choice-of-Law Structuring for Business Efficiency

Integrating alternative dispute resolution mechanisms directly into contracts, reducing litigation risks through mediation, arbitration, and multi-tiered resolution clauses. Governing law and jurisdiction provisions establish legal certainty by clarifying applicable laws and dispute forums. Choice-of-law clauses are structured to ensure matters are resolved efficiently in business-friendly jurisdictions.

Termination Rights and Breach-of-Contract Protections

Indemnification Clauses and Risk-Mitigation Provisions

Liability Caps and Hold Harmless Agreements

We establish strong contractual protections by outlining clear termination rights, including valid grounds such as non-performance, insolvency, or force majeure, with notice requirements and defined financial consequences. Breach-of-contract provisions safeguard business interests through penalties for non-compliance, specific performance obligations, and cure periods allowing rectification before escalation. We also integrate indemnification clauses and risk-mitigation strategies to protect businesses from third-party claims, financial losses from breaches or misrepresentation, and reputational harm from confidentiality or data privacy violations. Additionally, we draft hold harmless agreements and establish liability caps, limiting financial exposure in disputes or litigation.

Compliance with Laws and Regulations

Contract Restructuring Advisory

Ensuring agreements comply with local and international laws, industry-specific regulations, and corporate governance standards. Our team advises on contract restructuring to adapt to market changes, regulatory shifts, and corporate transactions, while also guiding businesses through enforcement proceedings with demand letters and dispute escalation protocols.

Company Formation & Legal Structuring

Core Compliance Assurance

Comprehensive Legal Registration

Strategic Structuring for Foreign Investors

Facilitating company incorporation by ensuring compliance with jurisdiction-specific corporate laws, regulatory frameworks, and licensing obligations. Our services address foreign ownership restrictions, residency requirements, and capital thresholds, while managing full registration processes including name reservations, incorporation filings, and license acquisition. We also structure solutions for foreign investors and joint ventures, ensuring adherence to FDI regulations, optimizing protection through multi-jurisdictional entities, and mitigating risks linked to capital repatriation, profit-sharing, and ownership transferability.

Advisory on Entity Structuring

Governance Framework Development

Shareholder Agreement Formalisation

We provide advisory on selecting optimal business structures tailored to operational, financial, and asset protection objectives. This involves drafting governance frameworks that define director responsibilities, decision-making authority, and liability limitations, while establishing operational control mechanisms to ensure compliance and safeguard shareholder interests. Shareholder agreements are also prepared to clarify ownership structures, voting rights, and buy-sell provisions, strengthening long-term governance.

Corporate Document Drafting

Governance and Compliance Structuring

Exit and Succession Planning

We draft and formalize core corporate documents such as Memorandum and Articles of Association, shareholder and partnership agreements, and board resolutions, ensuring full compliance with statutory requirements. Our approach strengthens governance by establishing voting rights and share-class protections, drafting indemnity and fiduciary duty provisions, and structuring exit mechanisms through share buybacks, divestitures, and succession planning.

Corporate Trustee & Estate Planning for Business Owners

Trust-Based Succession Structures

Neutral Corporate Trustee Oversight

Governance and Shareholder Succession Agreements

Establish trust-based succession structures that secure seamless transfer of business ownership while safeguarding intellectual property, shares, and corporate assets. Acting as a neutral trustee, we oversee compliance with shareholder agreements, enforce control mechanisms against unauthorized transfers, and maintain long-term business continuity. Governance frameworks are implemented to define voting rights, trustee oversight, dividend policies, and buy-sell agreements, while shareholder succession agreements are drafted to ensure enforceability, prevent ownership fragmentation, and protect business stability across generations.

Estate Plan Execution and Compliance

Business Estate Settlement Management

Continuity and Dispute Prevention

Oversee the legal execution of business estate plans by ensuring proper documentation of ownership, clear transfer of control under wills or trust directives, and tax-efficient structuring to minimize estate duties. Business estate settlements are managed with strict compliance to regulatory filings, shareholder rights, and financial settlements. To safeguard continuity, we implement pre-planned ownership transfers, provide trustee-controlled oversight for stability, and deliver legal guidance to mitigate disputes among stakeholders, creditors, and heirs.

Sri Lanka

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Telephone    : +94 (0) 11 282 7019

Mobile            : +94 (0) 71 930 7002​

8/1, Rosmead Place, Colombo 7

© 2025 Rustung Source All rights reserved. 

Australia

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Mobile   : +61 (0) 47 305 5968​​

Level 1/120 Upper Heidelberg Rd,

Ivanhoe VIC 3079

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