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:

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

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.

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

Managing Director

Jane has over 20 years of experience in all aspects of franchising and extensive knowledge of business laws including the Franchising Code, the Competition and Consumer Act, intellectual property law and retail leases legislation. Jane has worked with both franchisees and franchisors, advising on all aspects of franchise law and assisting franchise clients with:
  • Ensuring that the clients comply with the Franchising Code of Conduct;
  • Drafting franchise documents, including the franchise agreement, disclosure document, key fact sheet and ancillary documentation compliant with current franchising laws, including the Franchising Code of Conduct;
  • Managing franchise transactions in their entirety;
  • Assisting clients buying and selling franchised businesses;
  • Drafting master franchise agreements and related documentation;
  • Drafting privacy policies and terms and conditions;
  • Drafting, reviewing and advising on retail lease documentation;
  • Preparing, advising on and negotiating unitholder agreements and shareholder agreements; and
  • Providing strategic advice.

Jane has presented at numerous Franchising Expos, has served as a lecturer at the College of Law and was a board member at Awards Victoria for a number of years. Jane has also run her own commercial legal firm for almost 9 years.

Jane has written over 40 articles for the Inside Franchise Magazine and Business Franchise Australia and New Zealand Magazine. Jane also authored and co-authored the Lexis Nexis publications in the areas of corporate law and franchise law.
Melissa Strain, Director of BDC Law
Melissa Strain

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.

Belinda Carlesso, Executive Assistant of BDC Partners and Legal Practice Manager of BDC Law
Belinda Carlesso
Practice Manager

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).


Patrick McKinlay

Patrick McKinlay, our talented associate lawyer, brings extensive expertise in diverse legal areas.

He excels in franchising, leasing and property law, showcasing his deep understanding of these fields. In recent years, he has also explored the dynamic realms of litigation, insolvency and employment law, enhancing his knowledge and skill set significantly. 

Patrick possesses keen intelligence, prioritizes client needs and employs his extensive knowledge and skills to effectively tackle challenges commercially and effectively. His approach is both efficient and results-driven, ensuring timely and successful outcomes.

With his diverse skills and practical insights, Patrick is adept at handling intricate legal challenges.

His commitment to delivering comprehensive legal solutions positions him as a valuable asset in any legal team.

Sean Lo is a Lawyer at BDC Law
Sean Lo

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 endeavours, 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.

Wilme Lo Lawyer at BDC Law
Wilme Lo

Wilme Lo is a talented and dedicated lawyer. With her recent admission to legal practice in April 2023, Wilme brings with her a wealth of experience and a passion for providing exceptional legal services.

Wilme’s professional journey has been marked by a deep commitment to various areas of law, including commercial law, migration law, dispute resolution, and litigation. This diverse background not only showcases her versatility but also underlines her ability to navigate complex legal landscapes with finesse.
One of Wilme’s standout qualities is her unwavering dedication to understanding her clients’ unique needs. Her client interactions are characterised not just by legal acumen but also by a genuine empathy for the challenges her clients face. This client-focused approach transforms legal consultations into tailored, supportive experiences, ensuring that clients feel heard, understood, and well-represented.

Our excitement about Wilme’s arrival is not just about gaining a skilled professional but also about the enhanced level of service we can provide to our clients. With Wilme on board, we are poised to elevate our client experiences to new heights. Her expertise and dedication align seamlessly with our firm’s values, promising a future where our clients receive not just legal advice but comprehensive, empathetic support throughout their legal journeys.

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.

Julie Ann Macapagal
Legal Assistant

Julie Ann Macapagal is Legal Assistant in BDC Law team. Julie works very closely with Belinda by providing the law team with daily administration support to help them run an efficient and effective legal practice.

Julie has graduated university with a Bachelor of Science in Information Technology. She has previously worked in Dubai for 5 years in an administration assistant role for international companies. For the last 5 years’ Julie’s worked remotely from the Philippines.

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