Business and Franchise Lawyers

It’s about leaving nothing to chance!

BDC Law is a full-service commercial law firm servicing individuals and small and medium sized businesses. We provide personalised legal advice in all areas of franchising and business law. Our team of expert and experienced business lawyers understand the complex legal demands and risks of business, operation and growth.

Our focus on quick turnarounds, fixed-fees, and best-practice legal documentation allows you to maximise opportunity, and grow your business with confidence.

BDC Partners business lawyers image 1

Our bread and butter business law practice areas include:

Transactional / Commercial

  • Acting in sales and purchases of businesses
  • Acting in mergers and acquisitions (M&A) of large and small businesses
  • Capital raising and drafting capital raising documentation
  • Drafting documentation for distribution, agency or supply arrangements
  • Advising on and drafting international manufacturing and distribution agreements
  • Drafting Partnership / Shareholder / Joint Venture agreements, advice and disputes

Franchisor / Franchisee

  • Advising franchisors and franchisees in all aspects of franchising
  • Set up of franchises
  • Franchising Code and Australian Consumer Law compliance
  • Drafting template franchise agreements, disclosure documents and operations manuals for franchisors
  • Drafting franchise agreements, disclosure documents and other related ancillary documents for incoming franchisees
  • Annual Disclosure Document updates
  • Acting in all aspects of acquisitions and disposals of franchised businesses
  • Drafting breach notices, termination notices, and surrender deeds for exiting franchisees
  • Conducting franchisee reviews of franchisor documents

Leasing

  • Commercial and retail property advice, leasing and licensing
  • Drafting leases
  • Lease reviews and advice
  • Landlord and tenant negotiations

Other

  • Drafting and advising on general commercial agreements
  • Intellectual property licenses and trademark management
  • Trademarks
  • Wills and Estate Planning

What Our Clients Say

Our Award-Winning Expertise

franchise and business lawyers, BDC Law

Get to know us

Bruce McFarlan, CEO of BDC Partners-Principal of BDC Law
Bruce McFarlane

CEO & Principal of BDC Law

Ph: 0402 205 878

Bruce is the Chief Executive Officer of BDC Partners, a multi-disciplinary advisory firm that helps franchisors and retailers to grow successful businesses. 
Bruce is also the founder and principal of BDC Law and the leader of the firm’s M&A and Retail and Distribution team.
 
He has over twenty-five years of experience advising franchisors and other business owners on commercial legal issues and development strategies.
 
Bruce has a wide range of experience in commercial transactions, particularly advising clients on sales and purchases of businesses, acquisitions and divestments, crowdfunding, business ownership or relationship agreements, due diligence, structuring and acquisition. Bruce also advises on private capital raisings and share subscriptions, and general commercial agreements.
 
Bruce’s expert experience also spans the franchising lifecycle from set up and structuring, managing franchise document preparation and review, preparation and negotiation of franchising, licensing and distribution agreements and franchise disputes.
Supporting the franchise sector is important to Bruce, he has been an elected member of the Victorian State Chapter Committee of the Franchise Council of Australia for over 12 years and presented at various FCA state and national events.

Bruce is a shareholder and former CEO of BlueRock, an entrepreneurial advisory firm and Everything is Awesome Limited, an investment company that has interests in hospitality, retail, technology, professional services, property consultancy and contract management businesses.

Melissa Strain, Director of BDC Law
Melissa Strain
Director

Ph: 0409 227 554

Melissa is a highly skilled and experience commercial lawyer specialising in M&A, franchising and liquor licensing and hospitality.

Melissa has many years of experience in franchising. She has acted on behalf of franchisors, including assisting with the establishment of new franchise systems, as well as providing advice to existing and potential franchisees.

Melissa has worked with both franchisees and franchisors to resolve franchise related disputes and has assisted franchisees with negotiated exits from franchise systems.

Melissa has a number of clients that own and operate hotels, restaurants and backpackers.

She assists these clients with the purchaser and sale of licensed business, liquor licence applications, lease negotiations, market rent reviews, land tenant disputes and other commercial matters.

Melissa’s general commercial practice focuses on commercial transactions and arrangements, including drafting commercial agreements such as supply agreements, intellectual property licences and shareholders agreements.

Melissa’s experience specifically includes:

  • assisting clients in developing their existing small business into a franchise system, including preparing franchise agreements and disclosure documents for clients operating franchise systems such as San Churro, Vapiano, Just Lashes, Fix ’ Chips, BoxingFit, Bricks4kidz and Rise+Shine;
  • assisting clients buying and selling franchised businesses;
  • providing advice regarding trade marks and other intellectual property, and preparing trade mark applications;
  • providing advice to those interested in becoming a franchisee;
  • assisting foreign franchisors who are moving into the Australian market by adapting their franchise documents to conform with the Franchising Code of Conduct and other Australian laws;
  • drafting master franchise agreements for Australian franchisors looking to expand internationally; and
  • acting for existing franchisees and franchisors in dispute.

Melissa has also advised many existing and prospective franchisees on countless different franchise systems from a franchisees perspective including Snap on Tools, Just better care, Red Rooster, Pie face, Theobroma, Pizza capers, Mad Mex, Anytime Fitness, Intersport, Grey Army, Jim’s Mowing, Pole Divas.

Alexia White Associate Director at BDC Law
Alexia White

Director

Ph: 0438 580 381

Alexia is a seasoned commercial lawyer with a diverse skill set and extensive experience. Her broad range of expertise includes:
  • assisting franchisors with franchise rollouts;
  • assisting clients buying and selling franchised businesses;
  • advising franchisors on compliance issues;
  • providing advice to those interested in becoming a franchisee;
  • commercial and retail leasing and licensing –drafting, negotiating and advising on agreements for lease, subleases, leases, licences (incl. renewals, surrenders and assignments) and advising on retail leases legislation; and
  • drafting, negotiating and settling commercial documents, including business purchases/sales, shareholders agreements, supply agreements, intellectual property licences, terms of use and service agreements.
 
In addition to her commercial law expertise, Alexia is highly experienced in estate planning. She frequently helps clients prepare their wills, powers of attorney and association documents. She also has a background in the not-for-profit sector, assisting clients in establishing and operating charities and other non-profit entities.
Alexia holds a Juris Doctor and a Bachelor of Arts (Honors).
 
Friendly and dedicated, Alexia is here to provide the expert legal support you need, whether you’re navigating the complexities of commercial law or planning for the future.
Belinda Carlesso, Executive Assistant of BDC Partners and Legal Practice Manager of BDC Law
Belinda Carlesso

Executive Assistant / Operations Manager

Ph: 0407 501 801

Belinda is a Paralegal and the Legal Practice Manager at BDC Law.

She has over 18 years of experience in the legal industry having previously worked for BlueRock Law and Hall & Wilcox Lawyers, where she has assisted Bruce’s franchising team with the preparation of franchise documentation.

Belinda now heads the administrative support services for the legal team at BDC Law and continues to assist at a paralegal level.

Belinda is a highly skilled and accomplished professional known for her exceptional communication abilities, both with clients and within her team. creative, and highly efficient. She possesses an innate ability to strategise effectively and find innovative solutions to complex problems. Belinda’s keen intellect and sharp analytical skills make her an invaluable asset to our team.

With a keen eye for detail and outstanding organisational skills, she ensures that every aspect of her work is executed with precision and care. Belinda has a remarkable talent for client and team management, always prioritising the needs of both clients and staff to guarantee the best results for all parties involved. 

One of her notable strengths lies in her ability to keep clients happy by understanding their unique requirements and delivering tailored solutions. Her dedication to client satisfaction, coupled with her strategic prioritisation and efficient management, makes her a valuable asset to any team or project she undertakes.

Belinda has also previously been responsible for the preparation of franchise documentation for Retail Zoo, Priceline, Quest Apartments, Brazilian Butterfly, Noodle Box, Spudbar and Ace Body Corporate.

Belinda has a Bachelor of Legal Practice Management and an Advanced Diploma of Business (Legal Practice).

Sean Lo is a Lawyer at BDC Law
Sean Lo

Associate

Ph: 0405 735 696

Sean Lo is a highly skilled legal professional who earned his Bachelor of Laws and Graduate Diploma in Legal Practice from the University of Tasmania, gaining admission in 2022.

Throughout his academic journey, Sean immersed himself in various legal internships, which not only broadened his understanding but also sparked his passion for Corporate and Commercial Law. What sets Sean apart is his fearless approach to exploring new opportunities, exemplified by his internship in Malaysia, showcasing his adaptability and global perspective.

In his professional endeavors, Sean demonstrates exceptional diligence, practicality and proactivity, characteristics that define his approach and advice to clients. His meticulous attention to detail, combined with his intellectual acumen and amiable nature, makes him a valuable asset to the BDC Law team.

Sean possesses a remarkable blend of intelligence, agility and precision in his work. His innovative mindset and unwavering focus on client needs drive him to deliver exceptional results swiftly and accurately.

Sean specialises in M&A transactions and franchising, where his expertise shines, promising innovative solutions and outstanding results for our clients. With his diverse skill set and dedication, Sean continues to contribute significantly to the success of our legal practice.

Trista He​

Lawyer

Ph: 0415 880 736

Trista’s path into the legal profession began during her Bachelor of Commerce
studies, where she developed a strong interest in the legal side of business
transactions. This interest led her to pursue her law degree after completing her commerce degree, setting the foundation for a career that combines both commercial understanding and legal knowledge. She was admitted as a solicitor in May 2023.

Throughout Trista’s legal journey, she has worked on and assisted in a range of
commercial matters. She has experience with small business sales and purchases,
franchising legal support, commercial and retail leasing, commercial property
conveyancing, business permit and licence applications, and FIRB compliance.

Fluent in English, Mandarin, and Cantonese, Trista’s language skills help her connect with clients from diverse backgrounds and ensure that communication is clear, respectful, and tailored to each client’s needs. She takes pride in building strong, trusting relationships with the people she works with.

Trista is known for her warm and thoughtful manner. She listens attentively, asks the
right questions, and brings a solutions-focused mindset to every matter she handles.
Whether working with individuals or businesses, she strives to create a supportive
and collaborative environment where clients feel genuinely heard and well-
represented.

Anna Lloyd a Senior Paralegal at BDC Law
Anna Lloyd
Senior Paralegal

Anna is a senior Paralegal at BDC Law.

She has over 28 years of experience in the legal industry having previously worked for various legal firms in New Zealand, Sydney, London and Melbourne, including Blue Rock, Hall & Wilcox, Griffith Hack, Spruson & Ferguson and Retail Zoo.  She has for the last 17 years worked in IP, specialising in trademarks. Anna has managed many trade mark portfolios for many large multinational firms.

Anna’s experience includes searching, including international searches, filing and prosecuting trade marks in Australia and internationally, responding to minor examination reports, preparing exhibits for use statutory declarations, filing Notices of Opposition and Applications for Removal, liaising with clients and watch notices.

Anna demonstrates remarkable speed and efficiency in her work, consistently delivering high-quality results in a timely manner. Her ability to swiftly navigate tasks and produce effective outcomes showcases her exceptional work ethic and dedication to excellence.

Anna possesses extensive knowledge of various trademark databases including Inprotech, Foundation IP, Lex and Patricia. She has completed the New Zealand Law Society Legal Executive Diploma.

Zahli McFarlane Paralegal (AI & Operations)
Zahli McFarlane

Paralegal (AI & Operations)

She is now completing a Juris Doctor at Monash University, bringing a practical, commercially grounded perspective to her legal studies and work. She is driven by a genuine commitment to access to justice and a belief that good legal work makes a real difference for people. She is organised, adaptable, and motivated by work that matters.

 At BDC Law, Zahli works as a Paralegal supporting the Practice Manager and Senior Paralegal across billing, invoicing, and matter management. She also works directly with the firm’s lawyers to implement artificial intelligence tools and review and improve the firm’s processes and procedures, helping BDC Law remain at the forefront of modern legal practice.

 Zahli is known for her warm, solutions-focused approach and her ability to connect with people across a wide range of backgrounds. She brings genuine enthusiasm for access to justice and the evolving role of technology in legal practice. Outside of work and study, Zahli is an active member of her community and is committed to building a legal career grounded in integrity, curiosity, and care for the people she works with.

Jane Garber-Rosenzweig. Special Counsel, BDC Lawyers
Jane Garber-Rosenzweig

Consultant

Ph: 0478 041 646

Jane is the former Managing Director of BDC Law and Principal and Founder of Gable Lawyers, and now serves in a consultancy capacity for BDC Law. With over 20 years’ experience in franchising, intellectual property and corporate law, Jane brings deep expertise and a commercially minded approach to every engagement

Jane’s areas of expertise include:

  • Acting for franchisees across all aspects of franchising law, from entry and compliance through to dispute resolution and exit
  • Drafting and advising on general commercial agreements
  • Acting in sales and purchases of businesses
  • Advising franchisors across all aspects of franchising
  • Drafting franchise agreements, disclosure documents and ancillary documentation
  •  Advising on compliance with the Franchising Code of Conduct and intellectual property protection
  • Acquisitions and takeovers of large franchise groups
  • Acting in all aspects of acquisitions and disposals of franchised and non-franchised businesses
  • Competition and Consumer Act compliance, including misleading or deceptive and unconscionable conduct claims and restrictive trade practices
  • Drafting documentation for distribution, agency and supply arrangements
  • Advising on trade mark strategy and registration
  • Acting in relation to commercial leases, both retail and non-retail

 

Beyond her legal practice, Jane has served as an Adjunct Lecturer and examiner at the College of Law for two and a half years, and is a member of the Law Institute of Victoria. She has also contributed as a board member to a number of not-for-profit organisations.

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