Geoff Caradus
Partner | Corporate / Commercial
A specialist corporate / commercial lawyer
Advises business clients of all shapes and sizes, from multinationals and public private partnerships to iwi organisations, family-owned enterprises and tech start-ups
Combines top-tier international and national legal experience in a practical, cost-effective and results-driven manner
DDI: +64 3 545 6717
Geoff is a specialist corporate and commercial lawyer, heading the firm’s commercial team (in addition to his role as Managing Partner).
He draws on extensive international and New Zealand commercial law experience (including significant stints in a national corporate practice and in London as an M&A specialist) to work across the full spectrum of commercial matters for all manner of clients, from multinational corporates to small owner-operated businesses.
Pitt & Moore’s commercial team has previously been recognised with the New Zealand Law Awards Mid-Market Deal of the Year, reflecting Geoff’s ability to operate at the highest level.
Geoff is not motivated by the law as an abstract discipline. Instead, he is driven by achieving his clients desired commercial outcomes, applying his specialist legal expertise alongside practical judgement and a strong dose of common sense to get deals done and issues resolved.
A defining feature of Geoff’s practice is how he communicates. He has little time for unnecessarily complex legal language, often utilised in the industry as a substitute for real clarity and ability. Clients consistently value his ability to explain complex legal and commercial concepts in simple, straightforward terms.
Geoff is known for being highly available and responsive, recognising that timely, practical advice is critical to his clients’ decision-making and commercial success.
Client Reviews
“Geoff consistently provides us with national firm level expertise and quality with the benefit of local firm accessibility, cost-effectiveness and cut-through. His advice is clear, pragmatic, and always focused on achieving the best commercial outcome.”
— Matt McDonald, CEO of Port Nelson Limited
“Geoff isn’t just our lawyer, he is an essential part of our business and our team. We rely on him not just for his legal ability, but also his sound commercial judgement and pragmatism”.
— Barry Sheridan, CEO of NPD Limited
“A trusted advisor, providing expert legal and practical commercial advice and experience, Geoff works with deep commitment and integrity to achieve the best result”.
— Kerensa Johnston, Former CEO and General Counsel of Wakatu Incorporation
Business structuring
Geoff is particularly known for his expertise in business structuring and restructuring.
He believes that whatever the size of the business, getting the structure right at the outset will save angst and money in the long run, describing it as being much like insurance – except that you only pay for it once.
He advises on all manner of business ownership, capital raising, governance and operational structuring and contractual matters, for sole traders, joint-ventures, franchises, large corporates, limited partnerships, charities, generational family businesses, Māori organisations or national or multinational corporations with local or overseas investors.
Geoff has particular expertise in Limited Partnerships, regularly advising on and establishing structures for offshore investors (both individuals and corporates), Māori organisations, and others seeking to take advantage of the taxation, confidentiality and structural benefits that Limited Partnerships can provide in the right circumstances.
Examples of his work include:
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Establishing limited partnerships as an ownership vehicle for a group of offshore investment funds acquiring, developing and disposing of substantial farming interests throughout New Zealand.
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Establishing limited partnerships for multiple Māori organisations to enable them to structure their affairs and undertake investment activities through an appropriate governance framework and in a tax efficient manner.
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Assisting numerous franchisees and smaller business owners to put in place an appropriate and efficient corporate structure at the outset of their new business venture.
Buying or selling a business
Given his background as a former international M&A lawyer, Geoff has a particular expertise when it comes to buying or selling businesses. Having worked on hundreds of business sale and purchase transactions over the years, ranging from billion-dollar international transactions to the sale or purchase of local cafes or owner-operator franchises, there is very little that he hasn’t seen or done before in this space.
Geoff’s approach is pragmatic and commercially focused. He understands that every transaction is ultimately about achieving a client’s objectives, whether that is maximising value on exit, managing risk on acquisition, or ensuring a smooth and certain completion. He is skilled at identifying the key commercial drivers early, navigating the negotiation process efficiently, and cutting through complexity to focus on what really matters.
He regularly advises clients across the full lifecycle of a transaction, including structuring, due diligence, negotiation of key commercial terms, and documentation through to completion and post-settlement matters. Geoff is known for providing clear, plain English advice and for taking a solutions-focused approach, ensuring that deals progress and get done, even where challenges arise.
Examples of his work include:
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Somewhere in the region of 10 to 20 business sale or purchases a year, for the past 15 years.
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Various restaurant, café and retail sale and purchases, franchise sale and purchases, sale and purchases of businesses in the construction, horticulture and viticulture sectors, manufacturing and logistics businesses, professional services firms (including accounting, real estate, engineering and consulting practices), transport and distribution operations, tourism and hospitality ventures, and technology and SaaS businesses, as well as a range of owner-operated and family-run enterprises across the Top of the South.
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Assisting overseas counsel to complete the New Zealand limb of multiple international transactions (including assisting with due diligence, document preparation, New Zealand specific regulatory advice and completion).
Starting a business
Geoff appreciates that there is a natural tension at the outset of every business between getting the structure right and managing early cashflow. He has extensive experience guiding clients through this critical period, providing pragmatic advice on what needs to be done upfront to establish a sound foundation for success, and what can sensibly be deferred to manage costs without compromising long-term outcomes.
Geoff regularly advises clients on the full lifecycle of starting a business, from initial structuring decisions through to operational readiness. This includes selecting the appropriate legal vehicle (whether a company, limited partnership or other structure), establishing governance frameworks, and ensuring founders clearly document their rights and obligations from the outset. He focuses on identifying and addressing issues early, particularly around ownership, funding, decision-making and exit, to create a stable platform for growth and minimise the risk of disputes.
A key part of Geoff’s practice is helping clients put in place robust, commercially effective terms of trade. He works closely with clients to ensure their terms appropriately allocate risk, support cashflow (including payment, credit and security arrangements), and are practical to implement in day-to-day operations. He tailors terms to each client’s industry and preferred way of doing business so they are legally sound, enforceable and aligned with how the business actually operates.
Examples of his work in this area include:
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Preparing terms of trade for businesses across a range of sectors, including the construction, horticulture and viticulture sectors, manufacturing and logistics businesses, consumer retail businesses, professional services firms (including accounting, real estate, engineering and consulting practices), transport and distribution operations, tourism and hospitality ventures, and technology and SaaS businesses.
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Somewhere in the region of 10 shareholders agreements a year, for the past 15 years, for a variety of different companies (from broadly held corporate groups to small family owned and operated businesses).
Business advice & commercial contracts
A core part of Geoff’s practice is drafting, reviewing and negotiating a wide range of commercial contracts. This includes supply and distribution agreements, services agreements, joint venture and collaboration arrangements, subcontracting and outsourcing agreements, franchise agreements and bespoke contracting frameworks tailored to each client’s business. He takes a pragmatic approach to negotiation, focusing on key risk areas and ensuring that contractual arrangements are clear, enforceable, and aligned with his clients’ commercial objectives.
Geoff is particularly focused on risk identification and allocation, ensuring that contracts appropriately protect his clients while remaining commercially workable. He is known for providing plain-English, solutions-focused advice that cuts through complexity and gives clients confidence in their contractual arrangements. Whether advising on a single contract or a broader suite of commercial arrangements, Geoff’s approach is practical, responsive and firmly grounded in delivering real-world outcomes.
Examples of his work in this area include:
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Drafting bespoke joint venture agreements, product supply agreements, product manufacturing agreements, outsourcing agreements and subcontracting arrangements.
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Advising on and negotiating long-term supply and distribution agreements, including exclusive distribution and territory-based arrangements.
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Preparing tailored services agreements and master services agreements (MSAs), including frameworks covering multiple workstreams and service levels.
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Designing and implementing contract suites for new and growing businesses, ensuring consistency across customer, supplier and contractor arrangements.
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Drafting and negotiating franchise agreements, including disclosure documentation and ongoing operational frameworks.
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Advising on procurement structures and supplier engagement terms for large-scale projects, including risk allocation and performance regimes.
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Negotiating complex collaboration and strategic alliance agreements, including IP ownership, commercialisation rights and governance mechanisms.
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Preparing manufacturing and contract manufacturing agreements, including quality control, specifications, warranties and liability frameworks.
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Drafting and negotiating technology and SaaS agreements, including licensing terms, IP ownership, data use, service levels and limitation of liability provisions.
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Assisting clients with contract rationalisation and remediation programmes, including updating legacy agreements to align with current legal and commercial risk settings.
Banking and Finance
Geoff advises both lenders and borrowers across a wide range of financing transactions, from straightforward bilateral lending through to more complex, multi-party arrangements. His experience includes corporate and acquisition finance, property and development funding, and refinancing transactions. He works closely with clients to structure funding arrangements that are both legally robust and commercially aligned, ensuring that documentation accurately reflects the agreed risk allocation between parties.
A core part of Geoff’s practice involves the drafting and negotiation of loan and security documentation, including facility agreements, general security agreements, guarantees and intercreditor arrangements. He focuses on identifying key risk areas such as covenant settings, security coverage, priority arrangements and enforcement rights, and provides clear, practical advice on how those risks can be managed. His approach is to demystify complex finance terms and ensure that clients fully understand their obligations and exposure before committing to a transaction.
Geoff also advises on distressed and special situation matters, including covenant breaches, restructurings and refinancing strategies. He works with clients to navigate challenging situations in a pragmatic and solution-focused way, balancing legal rights with commercial realities and relationship considerations. Whether acting on a new funding arrangement or supporting clients through a refinance or restructuring, Geoff’s focus is on achieving workable outcomes that support his clients’ broader business objectives.
Examples of his work in this area include:
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Advising a range of lenders and borrowers on secured lending transactions, including the preparation and negotiation of facility agreements, general security agreements, guarantees and priority arrangements for corporate and property financing.
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Assisting clients with refinancing and restructuring arrangements, including negotiating amendments and waivers, covenant resets and revised security packages in response to changing commercial circumstances.
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Advising on the establishment of a joint venture entity and structuring, drafting and negotiating a complex mandatory convertible note arrangement to fund a major infrastructure project, alongside Crown funding.
Commercial property
Geoff advises clients on a wide range of commercial property matters, acting for landlords, tenants, developers and investors across the full lifecycle of property transactions. His experience includes acquisitions and disposals, leasing, property aspects of business sales, and development projects. He takes a practical, commercially focused approach, ensuring that property arrangements are aligned with his clients’ broader business objectives.
A core area of Geoff’s practice is commercial leasing, including advising on agreements to lease, deeds of lease, and design, build and lease arrangements. He works closely with clients to structure leasing arrangements that appropriately allocate risk, reflect market practice, and are workable in a real-world context. This includes advising on key commercial terms such as rent structures, development obligations, conditions, and timing risks, with a focus on achieving clear and balanced outcomes.
Geoff also has significant experience supporting clients through more complex property projects, including developments and property-heavy transactions. He provides strategic advice on structuring, due diligence, and negotiation, and works collaboratively with clients and their other advisers to deliver efficient and commercially sensible outcomes. His focus is on identifying issues early, managing risk effectively, and ensuring that transactions proceed smoothly from initial concept through to completion.
Examples of his work in this area include:
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Numerous agreements to design, build and lease for both developer and tenant clients.
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Acting for a nationwide retail brand in securing almost 100 separate leasehold sites to enable its nationwide expansion.
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The sale and purchase of significant blocks of rural land for proposed residential development (often including associated joint venture or corporate structuring documentation).
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Complex joint venture arrangements between substantial landowners and developers in order to enable and give effect to significant residential developments.
Agriculture and rural
Geoff advises national and international clients across a broad range of primary industries, including dairy, sheep and beef, forestry, horticulture and aquaculture. His practice focuses in particular on rural property acquisitions and disposals, structuring and syndication work, where he brings a strong commercial lens to complex transactions and investment arrangements.
He has significant experience acting on large-scale farming transactions and portfolios, including advising on sale processes, due diligence, and negotiation of transaction documentation. For example, Geoff has been engaged to act on farm sale processes involving sophisticated offshore-connected clients, reflecting his ability to navigate both commercial complexity and regulatory considerations in the agricultural sector.
Geoff also advises on the structuring of ownership and investment arrangements in the rural sector, including joint ventures, partnerships and syndicates. He works closely with clients to ensure that structures are commercially workable, appropriately allocate risk, and align with both operational realities and long-term succession or exit objectives. His approach is pragmatic and solutions-focused, with an emphasis on delivering clear advice that supports durable, sustainable outcomes in a sector where commercial, land, and regulatory issues are closely intertwined.
Examples of his work in this area include:
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Advising a number of offshore investment funds on their acquisition of significant New Zealand farming assets, the establishment of a corporate structure (limited partnership) through which they made that investment, ongoing advice in relation to the day-to-day operation of that investment and, ultimately, acting on the sale of that investment by way of a sale of the relevant limited partnership interests to a third party.
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Acting for a client in relation to the sale of their significant horticultural holding to the New Zealand Super Fund.
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Advising numerous landlord and tenant clients in relation to horticultural and agricultural land leases and licences.
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Advising numerous clients in relation to marine farm sales, purchases, leases and associated supply arrangements.
Māori and iwi organisations
Geoff advises a range of Māori and iwi organisations on corporate, commercial and property matters, working closely with governance bodies and management teams to support the achievement of both commercial and broader strategic objectives. He has a strong appreciation of the importance of aligning legal and commercial structures with the values, long-term vision and stakeholder responsibilities that underpin these organisations.
His work includes advising on governance arrangements, commercial contracting, joint ventures and investment structures, as well as acquisitions, disposals and asset management. Geoff takes a pragmatic and collaborative approach, recognising the need to balance commercial outcomes with cultural considerations, intergenerational interests and the complexity of multiple stakeholder groups.
Geoff is focused on providing clear, practical advice that supports effective decision-making and durable outcomes. He works alongside clients and their other advisers to develop structures and arrangements that are robust, fit for purpose and capable of evolving over time, particularly in the context of growth, partnership opportunities and the ongoing stewardship of assets.
Examples of his work in this area include:
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Acting on a range of significant business acquisitions and disposals for iwi clients across multiple sectors.
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Advising an iwi client on giving effect to the Crown’s settlement obligations in respect of substantial property redress assets.
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Providing detailed structuring and governance advice, including recommendations regarding the reorganisation of an iwi entity to address existing structural issues leading to administrative inefficiencies.
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Establishing investment structures (including limited partnerships) to enable iwi entities to undertake commercial activities in a tax-efficient and legally robust manner.
Overseas investment
Geoff has advised numerous overseas clients on their obligations under the Overseas Investment Act, ranging from international investment funds through to individuals relocating to New Zealand. He provides clear, practical guidance on the application of the regime, including whether consent is required, the structure of proposed investments, and the process for obtaining approval.
He works closely with clients to navigate the commercial and regulatory complexities involved, ensuring that transactions are structured in a way that is both compliant and commercially workable. His approach is pragmatic and solutions-focused, with an emphasis on achieving timely outcomes while managing regulatory risk.
Competition law
Geoff began his career in one of New Zealand’s leading competition law teams and continues to advise in this complex area. His current practice focuses on advising businesses on their compliance obligations under the Commerce Act, with particular expertise in the cartel provisions.
Examples of matters he has worked on include:
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Acting (successfully) in opposition to the previously proposed Qantas Air New Zealand merger
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Advising a major fishing company on its successful application for clearance under New Zealand’s competition law regime in relation to the acquisition of additional quota, and on obtaining the necessary regulatory approvals from the Ministry of Fisheries.
