Max Brenner: Voluntary Administration and Corporate Restructuring

When a well-known brand like Max Brenner enters voluntary administration, it raises big questions for business owners across Australia. What actually happens during administration? How do you protect jobs, contracts and brand value? And if your business faces similar pressure, what are your options?

In this guide, we’ll unpack the Max Brenner story through a practical lens. We’ll explain how voluntary administration works in Australia, what corporate restructuring can involve, and the steps you can take if your retail or hospitality business is under stress. Our aim is to give you a clear, confident path forward-so you can make informed decisions under pressure.

What Happened To Max Brenner?

Max Brenner built a strong brand and loyal customer base across Australia. But like many retail and hospitality groups, it faced headwinds: rising input costs, changing consumer habits, high rents, and tight cash flow. Eventually, the Australian arm entered voluntary administration-a formal process designed to give viable businesses breathing room to restructure, sell assets or otherwise stabilise operations.

While every administration is unique, the principles are similar. An independent administrator is appointed to take control of the company from directors. That administrator quickly assesses the business, engages with creditors, and proposes a path forward-usually a deed of company arrangement (DOCA), an asset or business sale, or a wind-down. For Max Brenner, the story demonstrated both the risks of a multi-site model and the potential for parts of a brand to survive through a sale or restructure.

For business owners looking on, the key lesson is this: administration isn’t the end by default. It’s a chance to pause, review and, in many cases, refocus the business on a sustainable footing.

What Is Voluntary Administration In Australia?

Voluntary administration is a formal insolvency process under the Corporations Act. Directors appoint an external administrator when a company is, or is likely to become, insolvent. The goal is to preserve value for creditors and, where possible, save the business or its viable parts.

How Administration Works (In Plain English)

• The administrator steps in and takes control of the company’s affairs.
• Most creditor claims are put on hold (a “moratorium”) while options are explored.
• The administrator investigates the company’s position, trades the business if appropriate, and consults creditors.
• Within a tight timeframe, creditors vote on next steps-usually a DOCA, liquidation, or returning control to directors.

This fast timeline is deliberate. It minimises value leakage, keeps trading momentum (where viable), and prevents a fire-sale scenario.

Typical Outcomes

• DOCA: A binding compromise with creditors that lets the business continue trading while repaying some debts over time.
• Business or Asset Sale: Selling the business as a going concern or divesting assets to repay creditors.
• Liquidation: Closing and winding up the company if a turnaround isn’t feasible.

Directors also deal with governance obligations throughout. For example, a board may consider passing a solvency resolution and documenting key decisions in the lead-up to appointing an administrator.

Why Do Businesses Enter Administration?

Administration is rarely about a single misstep. It’s often the result of cumulative pressure across cash flow, costs and contracts. Common triggers include:

• Cash Flow Squeeze: Seasonal dips, rising costs or delayed receivables pushing the business into arrears with landlords, ATO or suppliers.
• Unprofitable Sites or Lines: Multi-site networks can mask the true performance of individual locations.
• Debt Overhang: Loans, personal guarantees, or onerous finance terms that limit flexibility.
• Legacy Contracts: Long leases, supplier minimums or outdated commercial terms that no longer reflect market conditions.
• External Shocks: Economic downturns, supply chain disruptions, cost-of-living impacts on discretionary spending, or unexpected events.

Administration creates a circuit-breaker. It’s an opportunity to restructure operations, renegotiate terms and reset the business on more sustainable footing-something we saw elements of in the Max Brenner process.

What Does Corporate Restructuring Look Like?

Corporate restructuring isn’t one-size-fits-all. The right approach depends on your numbers, obligations, and the value of your brand and locations. Here are typical strategies administrators and owners consider.

1) Deed Of Company Arrangement (DOCA)

A DOCA is a creditor-approved plan that sets out how debts will be compromised or repaid and how the business will trade going forward. It can involve contributions from ongoing profits, third-party funds, or a lump sum from a buyer. A well-structured DOCA can preserve jobs, maintain key contracts, and keep customer goodwill intact.

2) Business Or Asset Sale

Sometimes the best outcome is a sale-either of the whole business as a going concern or of selected assets (brand, IP, equipment, leases). Choosing between a share sale and an asset sale affects risk, employee transfer, and tax outcomes. If you’re weighing options, it helps to understand the differences in a Share Sale vs Asset Sale.

Where a sale is the path forward, you’ll want strong documentation, including a tailored Business Sale Agreement, and a clear process for assignment or novation of key contracts (like leases and supply agreements).

3) Store Footprint And Lease Reset

Closing underperforming sites, consolidating operations, or relocating to better rent profiles can be crucial. Administration can provide leverage to renegotiate lease terms, assign leases to buyers, or exit locations that no longer stack up.

4) Workforce Realignment

Right-sizing a team is difficult but often necessary. This may involve changing rosters, realigning roles or, in some cases, redundancies. If redundancies are required, ensure you follow the correct process and calculate entitlements accurately-our guide on calculating a redundancy payment explains the basics in plain English.

5) Supplier And Finance Term Reset

Renegotiating supplier terms or finance facilities can materially improve cash flow. Where suppliers have security interests over your goods or equipment, the Personal Property Securities Register (PPSR) plays a key role. If you’re a supplier to a distressed business, or a business relying on consigned goods, it’s worth revisiting the PPSR to ensure interests are properly registered.

Practical Steps If Your Business Is Under Pressure

If you’re seeing signs of financial stress-missed supplier payments, mounting tax debt, or landlords chasing arrears-don’t wait. Early action gives you more options.

Step 1: Get A Clear Picture Of Your Position

Pull together up-to-date financials: cash flow, aged payables/receivables, site-by-site performance and lease obligations. Identify obligations that are pressing (ATO, payroll, super, rent). This snapshot will guide your decision-making and conversations with advisors.

Step 2: Consider Your Restructuring Pathways

Map out options: informal work-outs with key creditors, a targeted site closure plan, a DOCA proposal, or a sale (whole or part). Each pathway has different impacts on cash, staff, customers and brand value. If you’re exploring a sale, prepare for buyer enquiries and be ready for legal due diligence at pace.

Step 3: Engage The Right Experts Early

In addition to your accountant, speak with an insolvency practitioner to test whether voluntary administration is appropriate (or whether a lighter-touch turnaround is possible). Talk to a commercial lawyer to secure critical contracts, structure any sale, and manage risks with landlords, employees, and suppliers.

Step 4: Stabilise Operations And Communications

Decide which locations remain open, where you can reduce costs quickly, and how to manage supplier relationships. Communicate clearly with staff and key partners. Uncertainty breeds rumour-timely updates can keep teams focused and reduce value leakage.

Step 5: Protect Your Brand And Customer Relationships

Even during administration, brand equity matters. Maintain service standards where possible, manage customer credits or gift cards in line with legal obligations, and keep your messaging consistent. If a sale proceeds, a smooth customer handover can preserve goodwill.

Employment, Leases And Suppliers: Managing Stakeholders

Restructuring isn’t just about numbers-it’s about people and relationships. Here’s how to approach key stakeholder groups practically and compliantly.

Employees

Be transparent about the process and timelines. If you need to vary roles or rosters, confirm changes in writing and ensure compliance with awards and the Fair Work framework. Where roles are genuinely no longer required, follow a proper redundancy process and calculate entitlements accurately (considering continuous service, notice and leave balances, plus any applicable redundancy pay under the award or NES). If any disputes arise at exit, a well-drafted Deed of Release and Settlement can help finalise matters cleanly.

Landlords

For multi-site groups, landlords are pivotal. Enter discussions early about arrears, rent relief, assignments or surrenders. In a sale scenario, assignments need landlord consent-factor this into your timeline. If you’re closing stores, plan the handback (make good obligations, stock removal, equipment) to avoid additional costs.

Suppliers And Financiers

Prioritise mission-critical suppliers. Be open about order volumes and payment terms you can realistically meet. Where suppliers have retention of title clauses or registered security interests, administrators will review the PPSR position and stock levels. Clarity here reduces disputes and keeps critical supply flowing.

Customers

For consumer-facing brands, honouring obligations within the law is key. Manage gift cards, prepayments and refunds in line with the Australian Consumer Law. Clear updates on trading status, store openings and product availability helps retain goodwill, even through tough periods.

Key Legal Documents To Expect During A Restructure

Every restructure moves on documents. Having the right agreements in place early can protect value and speed up decisions when time is tight.

• Business Sale Agreement: If you sell part or all of the business, a tailored Business Sale Agreement sets out price, assets, liabilities, employee transfers, and completion steps.
• Deed Of Company Arrangement (DOCA): The binding arrangement between the company and creditors that governs how debts are compromised and operations continue.
• Variation, Assignment Or Novation Deeds: Used to vary obligations, assign leases or transfer key contracts to a buyer.
• Supplier Agreements: Updated terms covering payment, delivery and security arrangements-ideally aligned with any PPSR registrations.
• Employment Contracts And Policies: Current terms for retained staff, plus compliance with awards and workplace policies during any change process.
• Release And Settlement Documents: To close out disputes with employees, landlords or suppliers where required.

If a sale is on the cards, prepare a clean data room and anticipate the buyer’s legal due diligence requests early-this helps maintain momentum and buyer confidence.

Frequently Asked Questions

Will Administration Always Lead To Closure?

No. Many administrations end in a DOCA or a sale of the business as a going concern. The goal is to preserve as much value (and as many jobs) as possible. Closure (liquidation) is only pursued where there’s no viable path forward.

Can I Sell My Business During Administration?

Yes, and it’s common. Administrators can run a fast, competitive sale process to secure the best outcome for creditors. Understanding whether to structure the transaction as a share sale or asset sale is important-our overview of Share Sale vs Asset Sale outlines the key differences.

What Happens To Employee Entitlements?

Employee entitlements are a priority consideration in any restructure. If redundancies occur, calculate each redundancy payment carefully and follow a fair process. In a going concern sale, some entitlements may transfer to the buyer-your sale agreement should address this clearly.

How Do Supplier Security Interests Work?

Suppliers with retention of title or other security often register their interests on the PPSR. Correct and timely registration gives them priority over stock or equipment in an insolvency scenario. If you rely on consignment or leased assets, review your PPSR position and ensure your documentation matches your trading reality.

Do Directors Keep Any Control?

During administration, the administrator controls the company. Directors still have obligations (for example, cooperating and providing information), and may propose a DOCA or support a sale process. Pre-appointment governance steps like recording a board’s solvency resolution can also be part of prudent decision-making.

Key Takeaways

• Voluntary administration is a formal, time-bound process designed to preserve value-often through a DOCA, targeted site closures, or a business sale.
• For brands like Max Brenner, administration provided a circuit-breaker to stabilise operations and explore viable pathways, rather than an automatic shutdown.
• A successful restructure focuses on the fundamentals: the store footprint, leases, supplier terms, workforce settings and customer experience.
• Stakeholder management is critical-communicate early with employees, landlords, suppliers and customers to maintain momentum and goodwill.
• Expect key documents such as a DOCA, Business Sale Agreement, lease variations or assignments, refreshed supplier agreements and settlement deeds.
• If a sale is likely, prepare for buyer legal due diligence, and decide early how you’ll structure the deal (considering a Share Sale vs Asset Sale approach).
• Where redundancies are unavoidable, follow a fair process and calculate each redundancy payment correctly to reduce risk and support affected staff.
• Security interests and ownership of goods matter in distress-review your PPSR position and align documentation with your trading model.

If you’d like a consultation on voluntary administration or corporate restructuring for your business, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.