What is a Corporate Governance Framework?

dundas lawyers corporate law

The term, ‘corporate governance’ is often bandied about, but rarely explained in the context of a framework which can be applied to a variety of enterprise types.

So what is it?  Corporate governance is traditionally thought of as the way in which enterprises are directed and controlled.  More recently, corporate governance has been defined as the framework of rules and procedures by which the decisions in an enterprise are made, and how the controllers and held accountable for them.  The term, ‘enterprise’ refers to all types of associations, companies, trusts and other hybrid entities that provide a product or service (Enterprise).

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Why do we need a Privacy Act Compliance Audit (PACA)?

Due-diligence

What is a Privacy Act compliance audit?

Businesses have responsibilities pursuant to the Privacy Act 1988 (Cth) (Privacy Act) to make sure that they comply with the ten (10) National Privacy Principles (NPP) in accordance with the Privacy Act.

A Privacy Act Compliance Audit (PACA) is a threshold assessment that assists an organisation to determine whether or not they are compliant with the Privacy Act.  Further, a PACA can provide an organisation with practical go forward methodologies about the way that they collect, hold, use and disclose an individual’s personal information.

At present businesses are preparing to review their processes as legislative amendments come into force in March 2014.  At this time, further obligations will be imposed by the Privacy Act.  This means that they must adhere to a new set of privacy principles called the Australian Privacy Principles (APPs).  Read a summary of the changes here. [Read more...]

Need to complete a share issue?

Investor Legal Services

Dundas Lawyers often prepares the necessary documents to issue and allot shares for its clients.  We also offer a complete end to end service depending on the clients unique situation.  One of the more common transactions of this nature is an issue and allotment of shares by a proprietary company. [Read more...]

Foreign investment in Australian businesses

mergers and acquisitions

What governs foreign investment in Australia?

The Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA) governs foreign investment in Australia. The Treasurer or the Treasurer’s delegate determines whether an investment will or will not be contrary to Australia’s national interest.  [Read more...]

Corporate Governance – A leverage point

Lloyd-Russell

By Lloyd Russell, Principal -TCB Solutions

Corporate governance means different things to different people and sadly in most family and private businesses this is considered to be the domain of the Accountant or Lawyer While these two critical stakeholders have a crucial role to play in the governance of your business they cannot assist with the development and embedding of the system within the businesses operations. [Read more...]

Is your trust deed still not Bamford compliant?

Dundas Lawyers - Corporate Law

If your trust deed was created more than two (2) years ago then chances are it does not comply with  the principles espoused in Commissioner of Taxation v Phillip Bamford & Anor Phillip Bamford & Anor v Commissioner of Taxation [2010] HCA 10 (Bamford). [Read more...]

Appointing an Alternate Director

dundas lawyers corporate law

What is an Alternate Director?

An Alternate Director is a person who is appointed to act as a director, as a substitute for an existing director, for a specified period.  An Alternate Director generally would have the same powers as a director.  However, their powers and duties can vary depending on the terms of their appointment. [Read more...]

Useful commercial, corporate, technology, intellectual property and social media cases

For those interested in cases on Corporate Law, Technology Law and Intellectual Property, please find a list below of interesting decisions of Australian Courts and links to legislation related to our areas of practice: [Read more...]

Failing to tend to detail in contracts can cost millions….

Due-diligence

The case of The State of NSW v UXC Limited [2011] NSWCS 530 demonstrates the need for organisations to play close attention to the minute details in their contracts.   As time is of the essence in most business transactions quite often the contract details frequently get overlooked.  In this instance the State of NSW was awarded $2,594,063.00 in damages and $126,185.14 in interest plus costs because a clause in the Contract schedule remained silent as to the limitation of the amount that could be awarded for lawful termination. [Read more...]

Is your business investor ready?

Investor Legal Services

What does it mean to be “Investor Ready”?

The term “investor ready” is often bandied about however there is no clear definition.  This can tend to create confusion, as without a prescriptive definition, a person promoting a business (Promoter) may think that they are investor ready and investors may feel that the promoter is not.

The reality is that despite this lack of precision, there are certain “hallmarks” of investor readiness  regardless of the stage of the business lifecycle or industry that the business operates in.

The following is based on observation and is by no means an exhaustive analysis. [Read more...]