Archives for December 2017

What is a partly-paid share?

It is common to hear people talk about owning shares or equity in a company but what does that actually mean?  Simply put, a share (sometimes referred to as equity in investment settings) is a portion of ownership of a company.  By acquiring shares in a company, the person becomes a member (commonly referred to as a ‘shareholder’) of the company, thereby granting them benefits and rights associated with the class of share that they subscribe for.  These rights can include the right to vote on issues relating to the company and to a distribution of profits (commonly referred to as dividends).  Generally, when people subscribe for shares, they pay the full price of the share upfront, however, it is possible to receive a share without paying the full purchase price – these shares are known as partly-paid shares. [Read more…]

What is a retention of title (ROT) clause?

In commercial transactions involving the sale of goods, including intellectual property (IP), a seller should consider protecting themselves against the risk that a buyer may default on payment.  In Queensland, one such protection method is provided by section 22 of the Sale of Goods Act 1896 (Qld) (SGA), which states that a seller may reserve the right to transfer title to the property.  At common law, such a clause is known as a Romalpa clause after the case of Aluminium Industrie Vaassen BV v Romalpa Aluminium Ltd [1976] 2 All ER 552 (Romalpa case). [Read more…]

Term Sheets and Share Subscription Agreements

A share subscription agreement (Share Subscription Agreement) is a promise by a company with existing shareholders (Company), to issue and allot a number of shares at a certain price to a subscriber (Subscriber), in return for the Subscriber promising to advance funds to the Company in an agreed number of “tranches”.  A term sheet (Term Sheet) is a document that sets out the commercial terms and conditions under which a Share Subscription Agreement will be entered into.  A Term Sheet is generally not intended to create legal relations between the parties, but rather to form the basis of further discussions, which may be exclusive for a period of time and on a strictly confidential basis. [Read more…]

What is a strike out application?

In Queensland, litigious matters are commenced when a party files, and serves upon another, a pleading known as a Statement of Claim.  The party receiving this pleading then has the option to reply to the allegations with their own pleading known as a Defence.  However, where a party receives a pleading (whether that is a Statement of Claim, Defence or Reply) from their opposing party that they do not believe conforms to the requirements of form in Queensland, then they may bring an application to ‘strike out’ the parts of the pleading that does not conform.  In this article we consider the process of striking out pleadings. [Read more…]

What is an Incorporated Joint Venture?

An incorporated joint venture, also commonly referred to as a corporate joint venture, an equity joint venture or a joint venture company (Incorporated Joint Venture) is a type of joint venture where the participants (Joint Venturers) arrange for the incorporation of a separate legal entity to pursue an agreed business objective.  The Incorporated Joint Venture may acquire assets of the Joint Venturers in exchange for the issuance of securities. [Read more…]

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