During 2026, Rankin Business Lawyers is presenting a series of articles providing guidance on what to do when preparing a business for sale. This month we cover the importance of getting the legal affairs of the business in order, covering contracts, privacy, intellectual property (IP) and resolving any compliance issues.

This is the important stuff!

Legal friction is value leakage. Clean contracts, tight IP ownership, and strong privacy and security postures reduce closing risk and protect price.

Common issues:

  • Contracts that terminate or require consent on change of control
  • Missing IP assignments from employees/contractors
  • Legacy Personal Property Securities Register (PPSR) registrations
  • Poor privacy policies and lack of data breach readiness

Three Practical Steps You Can Implement

  1. Audit key contracts for assignment/novation/change of control
  • What to do: call Rankin Business Lawyers to identify clauses that require consent or give termination rights; if close to sale, plan sequencing for notices.
    • Example: enterprise customer MSA triggers consent on any change in control — prepare disclosure and timeline to avoid disruption. Another example includes commercial leases which often require landlord consent on assignment.
  1. Lock down IP ownership and PPSR
  • What to do: Ensure chain of title for all core IP (employee/contractor assignments; licences); discharge outdated PPSR registrations that could complicate asset transfer or financing.
    • Example: update contractor agreements to include present assignment language and moral rights consents. It is important to keep track of PPSR registrations, and file all PPSR discharges.
  1. Strengthen privacy/security; prepare NDB plan
  • What to do: call Rankin Business Lawyers to draft or update your privacy policies and ensure all internal practices are aligned with the Australian Privacy Principles (APPs); implement access/security controls; write and test a breach response plan compliant with the Notifiable Data Breaches (NDB) scheme.
    • Example: if a suspected breach occurs, conduct a reasonable and expeditious assessment within 30 days to determine if notification is required.

Stacey Brennan
Lawyer