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When a business changes hands, the headlines are usually about the sale price. But the true value of any deal is determined well before and long after that number is agreed. The steps that protect your interests and secure long-term value happen off the front page. Here are the four areas that most often determine whether a deal succeeds or falls short. Thorough due diligence Financial performance is just one part of the picture. A thorough due diligence process should examine contracts, compliance, and liabilities. Employment agreements, tax obligations, and regulatory responsibilities all need careful review. Deals can look good on paper, but if businesses have unresolved issues buried in their contracts, these issues can quickly become costly if they’re not identified early. The goal is not to tick boxes, but to uncover risks before they become your liability. Cultural and people fit A sale or acquisition isn’t just a financial transaction. It’s a human one. Misaligned values, management styles, or staff expectations are among the most common reasons deals fail to deliver on their promise. Morale, retention, and productivity all suffer when people on both sides of the transaction are not brought along carefully. Understanding how a business operates, what drives the team, how decisions are made, and what the culture expects is essential for a successful handover. Regulatory and compliance sign-offs Depending on the nature of the deal, you may need approval from regulatory bodies. This could include the Commerce Commission for competition law, the Overseas Investment Office if foreign ownership is involved, or sector-specific regulators such as the Financial Markets Authority or Ministry for Primary Industries. These processes take time and approval is not guaranteed. Engaging legal counsel at the outset keeps the transaction on track. Post-deal integration Once the sale is complete, the real work begins. Integrating systems, updating branding, and communicating with customers all require planning. If these steps are rushed or overlooked, it can lead to confusion, disruption, and lost business. Integration planning should begin before the deal is finalised, not after. Decisions about payroll, IT systems, customer communications, and supplier relationships all benefit from early attention. A well-prepared plan signals stability and protects the goodwill that makes the business worth acquiring in the first place. The businesses that get the most from a sale or acquisition are those that treat the process as more than a transaction. They invest in due diligence, manage the human dimensions carefully, address regulatory requirements proactively, and plan integration from the outset. Expert legal, financial, and operational advice, sought early in the transaction, makes this possible. Willis Legal has advised on business sales and acquisitions across a range of sectors and deal structures. We bring practical, commercially focused legal advice to every stage of the transaction. From initial structuring and due diligence through to settlement and beyond, we’re here to support our clients throughout their journey. If you are considering buying or selling a business, contact our team to discuss how we can help you achieve the outcome you are looking for.

Contracts are the backbone of any business relationship. Whether you're hiring a supplier, entering a partnership, or signing a lease, the fine print matters. A strong contract sets clear expectations, protects your interests, and helps things run smoothly. A weak one? That’s where risk, confusion, and unexpected costs can creep in. We often see businesses run into trouble not because they didn’t have a contract, but because the contract wasn’t clear, balanced, or fit for purpose. Here are a few things to keep in mind before you sign: Clarity is key Vague terms like “reasonable effort” or “as soon as practicable” might sound harmless, but they leave too much room for interpretation. If it’s not clear, it’s open to dispute! Make sure your contract spells out exactly what’s expected: who’s doing what, when, and how. The more precise the language, the less chance of misunderstanding down the track. Know your way out Every contract should include a clear exit strategy. Without proper termination clauses, you could find yourself stuck in an arrangement that no longer works for your business. Look for details around notice periods, early termination rights, and what happens if things go wrong. Watch for hidden liabilities Some contracts include indemnities, unlimited liability, or personal guarantees that can expose you to more risk than you realise. These clauses can have serious financial consequences, especially if something goes wrong. Before you sign, make sure you understand what you’re actually agreeing to, and what you could be held responsible for. Be clear on IP and confidentiality If your business is creating content, designs, software, or other intellectual property, make sure the contract spells out who owns what. Confidentiality, protecting your trade secrets, client data, and other sensitive information is essential. This is especially important under the Privacy Act 2020, which sets clear rules around how personal information is collected, stored, and shared. Understand the legal landscape In New Zealand, certain laws apply whether they’re mentioned in the contract or not. For example, the Consumer Guarantees Act 1993 and Fair Trading Act 1986 may still protect your customers, even if your contract says otherwise. If you’re contracting with individuals or providing goods and services to the public, it’s worth checking how these laws apply. Also, make sure your contract specifies that New Zealand law governs the agreement and that any disputes will be resolved locally. If the other party is overseas, this helps avoid confusion and costly jurisdictional issues. Don’t forget force majeure If events beyond your control, like natural disasters (which New Zealand has had a fair few of recently) or pandemics, could impact your ability to deliver, make sure your contract includes a force majeure clause. These aren’t automatically implied, so they need to be written in. Practical tips Always get contracts reviewed before signing. Don’t be afraid to negotiate—it's easier (and cheaper) than fixing problems later. If something matters to your business, make sure it’s written down. Final thought Strong contracts don’t just protect your business; they give you peace of mind. They help you build better relationships, avoid surprises, and stay focused on what you do best. If you’re unsure about a contract or want help reviewing one, our team is here to make the process simple and straightforward. At Willis Legal, we’re always ready to listen, ready to explain, and ready to help!

We're pleased to shine a light on Janet Vaiusu-Tuala, an Associate in our Family Law team. Janet brings something distinctive to her practice: a deep sense of purpose rooted in her identity as a Samoan lawyer. For Janet, the role is more than a professional title. It means carrying her aiga, her community, and her culture into spaces where Pasifika people have not always been seen, heard, or understood. "It's a responsibility," she says simply. That sense of responsibility extends to every aspect of her work. Janet is passionate about social justice and driven by the real impact that inequitable systems have on families and future generations. Advocacy is central to how she practises, standing beside individuals in difficult moments, while also contributing to a legal culture that is more fair, inclusive, and responsive to diverse communities. It might surprise people to learn, she notes, that family law is less about legal battles and more about advocacy, care, and cultural awareness. "The work requires balancing strong legal positioning with empathy and a focus on long-term wellbeing, especially where inequity and power imbalances are present." That "this is why I do it" feeling? Janet knows it well. "When clients are able to walk away from a case with their desired outcome and their mana intact." Outside of work, Janet is a mum of four, and her afternoons and weekends are filled with kids' sports, family commitments, and church activities. She coaches the M.A.C U7 rippa team alongside her sister Foga, sits on the Kainga Pasifika Board, and has just completed RCIA with the local Hastings Parish. When she does get a moment to herself, she jokes that rest is the goal. When it comes to coffee, you'll find her at Ka Pai Cuppa Waka coffee cart in Flaxmere, or at Kindred Road and Cupple in town. When asked about the biggest influences on her career, Janet doesn't hesitate: "My faith, my family and inequity."

If you’re navigating a separation and would like to understand whether this option could help, our team is here to talk it through.

We’re pleased to shine a light on Marta Black, an Associate in our Dispute Resolution team. Since joining Willis Legal in 2022, Marta has become a valued member of our Dispute Resolution team. She is known for her calm, thoughtful approach, and her ability to bring clarity to even the most complex disputes. Marta works across a wide range of civil litigation, with a particular focus on contentious trust matters and complex relationship property disputes. These areas often involve significant assets and sensitive family dynamics, and Marta is recognised for the steady guidance she brings to her clients throughout the process. Marta appears regularly in the range of courts in the civil jurisdiction. Before entering practice, she worked as a Judge’s Clerk at the High Court. That experience gave her a strong foundation in legal analysis and a close understanding of how complex decisions are made, something that continues to shape her work today.  When asked what motivates her, Marta says she is driven by the challenge of providing accurate, timely, and practical advice. She enjoys the intellectual side of litigation and the satisfaction of solving difficult problems. “ I enjoy a complex puzzle and looking at a problem from all angles to find a solution that delivers results for our clients ,” she says. That mindset has seen her navigate some memorable matters, including acting in a contentious company dispute involving prejudice to shareholders, which ultimately led to a formal proof hearing in related relationship property proceedings. Another standout was a six‑week breach of contract trial in Auckland. It was hard‑fought, strategically demanding, and ultimately successful. Outside work, Marta enjoys the best of Hawke’s Bay life. She loves spending time with her young family and their two beagles, heading to the beach, and embracing her new hobby of camping (or glamping, as she admits with a smile). When asked what she finds most rewarding about her role, her answer is simple: “ Interesting work, with good people .”

Why it’s worth reviewing your will, trust and Enduring Powers of Attorney

A new year often brings fresh plans and new possibilities. For many people, that includes thinking about a change in where, or how, they live. Whether you are planning to buy your first home, move somewhere new, or sell a property in 2026, good preparation starts well before an agreement is signed. Property transactions often take longer than people expect. There are documents to review, decisions to make, and steps that need to happen in the right order. Starting early gives you more control, more confidence, and fewer surprises along the way. It is all about setting yourself up for a smoother journey. If you are thinking about selling A successful sale begins with understanding your property’s paperwork. Taking time now to check a few key areas can save you stress later. Title details: Easements, covenants, and other restrictions can affect how a buyer views your property. Knowing what is on your title helps you prepare for questions before they arise. LIM and property file information: Councils hold a lot of information about your property. Ordering these documents early gives you a clear picture of what a buyer will see. Building work and consents: If you have made alterations, it is important to confirm that the right consents and code compliance certificates are in place. Missing paperwork is one of the most common causes of delays or last-minute renegotiations. Identifying any issues early means you can deal with them on your terms, without pressure once an offer arrives. If you are thinking about buying Buyers benefit just as much from early preparation. A little groundwork now can make you a stronger, more confident purchaser when the right property appears. Understand the agreement: Sale and purchase agreements are legally binding. Knowing the key terms, conditions, and timelines ahead of time helps you move quickly without feeling rushed. Get finance ready: Talking to your mortgage broker or lender early means you will understand what conditions may apply and how much flexibility you have. Plan your due diligence: From building reports to title checks, due diligence is easier when you are not racing the clock. Early advice helps you know what to look for and what questions to ask. The biggest advantage is getting legal advice before you sign, not after. It is about being informed and prepared. Why timing matters When people leave things too late, they often end up making decisions under pressure. Important details get missed. Red flags in contracts or property information go unnoticed. And what should be an exciting life moment becomes unnecessarily stressful for you and your whānau. How early legal advice helps Starting the conversation early means you can: Understand risks and obligations before you commit. Get clarity on timelines, conditions, and key milestones. Move forward smoothly once you are ready to buy or sell. It is all about giving yourself the best chance of a straightforward, stress-free experience. Thinking about a move this year? Let’s talk You do not need to be ready to transact to get in touch. A short conversation now can save time, cost, and uncertainty later. If a property move is on your radar for 2026, our team is here to offer clear advice and practical guidance every step of the way.

The start of a new year is a natural time to set direction, reset priorities, and think about where you want your business to head. Strategy is not just about operations or day‑to‑day work. Strong legal foundations play a big part in supporting growth, resilience, and confident decision making. Many businesses grow and evolve faster than their original legal setup, which means the beginning of the year is a great moment to check that everything still fits. When your legal framework matches your strategy, decisions become easier and growth becomes smoother. Governance: Clarity at the top Good governance is not just for large companies. Even owner‑managed businesses benefit from clear roles, responsibilities, and decision‑making processes. When everyone understands who does what, and how key decisions are made, it reduces confusion and lowers risk as the business grows or changes. Solid governance gives you a framework you can rely on, especially when the pace picks up. Shareholder agreements: Planning for the ‘what‑ifs’ A shareholder agreement is one of the most useful tools a business can have. In plain English, it sets out how shareholders enter or exit the business, what happens if there is a dispute or a deadlock, and how changes in personal circumstances are handled. These are much easier conversations to have early, when everyone is aligned, rather than during a stressful moment. A clear agreement protects relationships and helps the business stay steady through change. Succession planning: Thinking beyond today Succession planning is not just about retirement. It also covers illness, unexpected exits, or opportunities that require a shift in leadership or ownership. A good plan aligns personal goals with business continuity, so the business remains viable and valuable long term. It gives certainty to your team and anyone who relies on the business. Risk management: Protecting what you have built As businesses grow, so do their risks. A quick review of your key contracts, supplier agreements, and customer terms can help ensure they still reflect how your business operates. It is also worth checking that your insurance and legal obligations align with your current activities. Small gaps can become big issues if left unnoticed. If your business handles customer data, it may also be worth checking that your privacy practices and policies still meet current requirements. People and employment settings Your people are often your biggest asset. Making sure employment agreements, policies, and health and safety settings are up to date helps protect both your team and your business. If you are planning to grow your workforce this year, it is a good time to check that your employment foundations are fit for purpose. Intellectual property and brand protection If your business has developed new products, branding, or processes, it may be worth checking that your intellectual property is protected. Trade marks and other IP steps can help safeguard the value you are creating, especially if you are expanding or entering new markets. Commercial leases and premises If you lease your premises, reviewing your lease terms can help you plan for renewals, rent reviews, or upcoming obligations. Leases often contain time‑sensitive requirements that can affect your flexibility later. Financing and banking arrangements If your business has lending or banking arrangements, it can be helpful to check that your obligations still align with your current structure and plans. Growth, restructuring, or new investments can all affect what your lender expects from you. Contract maintenance: Keeping things current Contracts age quickly. Reviewing your key agreements to ensure they still reflect pricing, responsibilities, and service levels can prevent misunderstandings later. If your business has grown or changed, your templates may need a refresh too. Common signs it is time for a legal review Recent or upcoming business growth or restructuring. New shareholders, partners, or investors. Increased complexity, risk, or asset value. Plans to exit, sell, or transition in the next few years. Many local businesses in Hawke’s Bay have grown quickly over the past few years, and a quick legal check‑in can help ensure your foundations keep pace. A simple game plan for the year ahead A legal game plan does not need to be complicated. Often it starts with a short conversation to understand your goals and identify the areas that matter most. From there, you can prioritise what needs attention now and what can wait. Early review helps you avoid surprises, reduce risk, and move forward with confidence. It can also help to make sure key people in your business understand any updates, so everyone is working from the same page. Let’s set your business up well for 2026 If you want to start the year with clarity and a strong foundation, our team is here to help. You do not need to have everything figured out. A quick conversation now can make a real difference later. We’re here to help you move forward with confidence, backed by advice you can trust.

Choosing the right legal structure for your business isn’t just a box to tick, it’s a strategic decision that can shape your growth, manage your risk, and support long-term succession. Whether you're just starting out or reassessing your current setup, understanding the key differences between sole traders, partnerships, companies, and trusts can help you make informed decisions that align with your goals. Sole Traders: simple, but limited Operating as a sole trader is the simplest business structure. It’s easy to set up, with minimal compliance requirements, and gives the owner full control over decision-making. However, this simplicity comes with limitations. Sole traders are personally liable for all business debts and obligations, which can expose personal assets to risk. Growth can also be constrained, as the structure doesn’t easily accommodate investment or succession planning. For small scale operations or early stage ventures, sole trading may be a practical starting point, but it’s important to reassess as the business evolves. Partnerships: shared control, shared risk Partnerships involve two or more people working together in business. They offer flexibility and shared responsibility and can be a good fit for professional practices or family-run enterprises. However, like sole traders, partners are personally liable for business debts, unless the partnership is structured as a limited partnership. A limited partnership is a business structure where general partners manage the business and are fully liable, while limited partners invest but have liability only up to their contribution. Clear governance is essential. A well-drafted partnership agreement should outline roles, decision-making processes, profit sharing, dispute resolution, and exit strategies. Without this, misunderstandings can quickly escalate and impact the business. Companies: structure for scale A company is a separate legal entity, which means it can own assets, enter contracts, and incur liabilities independently of its shareholders. This structure offers limited liability, making it a popular choice for businesses looking to grow, attract investment, or manage risk. Companies are subject to governance obligations under the Companies Act 1993, including maintaining accurate records, filing annual returns, and ensuring directors act in good faith and in the best interests of the company. Shareholder agreements and constitution documents play a key role in setting expectations and protecting interests. For many businesses, incorporating as a company provides the structure and credibility needed to enable growth while also supporting succession planning through share transfers or director appointments. Trusts: protecting assets and planning ahead Trusts are often used to hold business assets, particularly in family-owned enterprises. A trust separates legal ownership from beneficial ownership, which can help protect assets from business risk and support long-term succession. Trusts require careful governance. Trustees must act in accordance with the trust deed and in the best interests of beneficiaries. Regular reviews, clear documentation, and professional advice are essential to ensure the trust remains fit for purpose and compliant with legal obligations. While not suitable for every business, trusts can be a powerful tool for asset protection, estate planning, and intergenerational succession, especially when used alongside other structures. Structuring for success The right structure depends on your business goals, risk profile, and future plans. It’s not just about compliance, it’s about clarity, control, and confidence. Smart structuring can: Limit personal liability; support investment and growth; clarify governance and decision-making; enable succession and continuity; and protect assets and manage tax obligations.  At Willis Legal, we work closely with business owners to ensure their structure supports both day-to-day operations and long-term strategy. Whether you're starting fresh, expanding, or planning for the next generation, we’re here to help you get it right.

We’re pleased to shine a light on Emma Roberts, a Partner in our Commercial team. Emma brings a wealth of experience in business and commercial law, with particular expertise in the sale and purchase of businesses, shareholder arrangements, commercial financing, and asset protection. Emma has advised on a wide range of transactions, including the sale of a $34 million company and a $18 million company in the past year. She also worked closely with an iwi collective on a proposed company purchase, preparing and presenting a comprehensive legal due diligence report. Emma also advises a number of well-known local businesses on their ongoing commercial matters, providing practical, strategic advice that supports long-term growth. Her approach is grounded in clarity and confidence. Emma believes in making informed advice and offering clients clear guidance on the best course of action, drawing on her extensive experience to ensure legal solutions are both robust and realistic. Clients value her ability to simplify complex issues and provide advice that is both practical and reassuring. One particularly memorable transaction saw Emma finalising a large-scale deal while on holiday in Bali, after a delayed completion date meant the matter couldn’t be delegated. Despite the challenge, she ensured the transaction was completed successfully, demonstrating her commitment to client outcomes (and was grateful for Willis Legal’s investment in cloud-based technology, meaning she could work from Bali). Emma is passionate about helping businesses set themselves up for success from the outset. She regularly advises on shareholders’ agreements, lease agreements, and other foundational documentation, areas where early attention can prevent costly complications later. Her work helps clients avoid common pitfalls and build strong legal frameworks that support future growth. Looking ahead, Emma sees exciting developments in the commercial space, particularly with the rise of AI and the shift toward remote and digital service delivery. She encourages businesses to stay agile and embrace these changes to remain competitive. Emma enjoys getting to know each business she works with, understanding how they operate and helping to put in place the right structures to support their goals. Her thoughtful, strategic approach makes her a trusted advisor to many. Emma has been with Willis Legal since she moved from Auckland back to Hawke’s Bay in 2012, and has been a partner since 2020. She is an integral part of our Willis Legal team and plays a key role in supporting the success of our clients.

A Shareholder Agreement Helps Everyone Stay on the Same Page