Archives for August 2016

What entities are eligible for the R&D Tax Incentive?

The Research and Development Tax Incentive (R&D Incentive) encourages companies to engage in research and development which benefits Australia by providing a tax offset calculated against eligible expenditure (Notional Deductions), where the expenditure relates to eligible research and development activities (R&D Activities).  The R&D Incentive is described in division 355 of the Income Tax Assessment Act 1997 (Cth) (ITAA97).  The R&D Incentive was introduced by the Tax Laws Amendment (Research and Development) Act 2011 (Cth) (which received Royal Assent on the 8 September 2011) which added division 355 to the Income Tax Assessment Act 1997 (Cth) (ITAA97).

[Read more…]

2016 Events

18 August 2016 – Franchising demystified – the legals explained

Attendees were introduced to the legal elements of a franchise system including: [Read more…]

Transfer Duty and loans

In Queensland, transfer duty (Transfer Duty) is governed by the Duties Act 2001 (Qld) (Act).  Pursuant to section 8(2) of the Act, Duty is imposed on the dutiable value of “dutiable transactions” (Dutiable Transactions).

Whether Transfer Duty applies to loans turns on whether or not:

  • the creation of a loan is a Dutiable Transaction; or
  • loans are considered to be “dutiable property” (Dutiable Property).

[Read more…]

Transfer Duty and issuance of units in a unit trust

In Queensland, transfer duty (Transfer Duty) is governed by the Duties Act 2001 (Qld) (Act).  Pursuant to section 8(2) of the Act, Transfer Duty is imposed on the dutiable value of “dutiable transactions” (Dutiable Transactions). [Read more…]

What is a Software Development Agreement?

A software development agreement (Software Development Agreement) is a contract where one party (Developer) agrees to develop a software application for another party (Client).  Concise drafting is key in Software Development Agreements to ensure that the resulting software meets the Client’s requirements and also does not allow for scope to the detriment of the Developer. [Read more…]

What is a Preference Share?

Preference shares (Preference Shares) are a class of share that gives the holders some right or preference over another class of shares.  A Preference Share is often thought of as a ‘hybrid’ security, as it has features of both debt and equity.  Like ordinary shares, Preference Shares are issued by a company at the time of issue, or may be capable of being purchased on the market.  Pursuant to section 254A(2) of the Corporations Act 2001 (Cth), a company can only issue Preference Shares if the rights which attach to such shares are set out in the company’s constitution, or have been approved by a special resolution of the company.  A company does not have to be listed on a stock exchange to issue preference shares. [Read more…]

What is a collaboration contract?

Also referred to as a collaboration agreement, a collaboration contract (Collaboration Contract) is an agreement between two (2) or more organisations (or individuals) that want to collaborate to pursue a defined or limited business purpose.  In essence a Collaboration Contract is a species of unincorporated joint venture because the collaborators have to contribute resources and decide on the ownership of the proceeds.  In the technology sector, the main legal issues involve the contribution and licensing of background Intellectual Property (IP), the ownership of the resulting IP and arrangements which apply at the end of the term. [Read more…]

What is a Shareholders Agreement?

A shareholders agreement (Shareholders Agreement) is a contract that attempts to regulate the rights and obligations of Shareholders or Members (used interchangeably) in the context of their ownership of securities in a company.  The company itself may also be a party to the Shareholders Agreement.

Shareholders Agreements are not compulsory like the Replaceable Rules or a Constitution as required by the Corporations Act 2001 (Cth) (Act).  On incorporation, or on obtaining an investor, many companies choose to regulate the rights and obligations of Members in addition to regulating various aspects of the management of the Company by preparing and executing such an Agreement. [Read more…]

Groundless threats of trade mark infringement

Whilst it is important to diligently protect your brand, the recent decision in Stone & Wood Group Pty Ltd v Intellectual Property Development Corporation Pty Ltd [2016] FCA 820 (Pacific Ale Case) serves as a timely reminder that, much like the brewing of a delicious craft beer, making allegations of trade mark infringement requires extensive preparation, research and good judgment. [Read more…]

What is a Franchise Agreement?

A franchise agreement (Franchise Agreement) is defined in clause 5(1) of the Franchising Code of Conduct (Code), located in Schedule 1 of the Competition and Consumer (Industry Codes–Franchising) Regulation 2014 – as:

  • a written, oral or implied agreement;
  • in which a person (Franchisor) grants to another person (Franchisee) the right to carry on the business of offering, supplying or distributing goods or services in Australia under a system or marketing plan substantially determined, controlled or suggested by the Franchisor; and
  • under which the business will be substantially or materially associated with a trade mark, advertising or a commercial symbol that is owned, used, licensed or specified by the Franchisor or an associate of the franchisor; and
  • under which, before starting or continuing the business, the Franchisee must pay or agree to pay to the Franchisor or their associate an amount; for example, an initial capital investment fee or a payment for goods or services.

[Read more…]

Send this to a friend