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Are contract recitals legally binding?
Recitals, also known as the “preamble” or “details” clauses (Recitals) are introductory statements at the start of a contract that provide context, background or reasons for the terms and conditions that follow. They have been historically used by the Courts to aid in the interpretation of ambiguous terms and are capable of including essential provisions…
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The “right to disconnect” from modern workplaces
The right to disconnect, as contained in Part 8 of the Fair Work Amendment (Closing Loopholes No. 2) Bill (Bill), gives employees the right to refuse contact from their employers (or related parties) outside of their working hours, unless the refusal is unreasonable. The changes in Part 8 amend various sections of the Fair Work…
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The illegal phoenixing regime
The Treasury Laws Amendment (Combating Illegal Phoenixing) Act 2020 (Cth) (Amending Act) came into force on 18 February 2020 and was designed to prevent illegal phoenixing activity. The Amending Act introduced reforms such as creditor-defeating disposition provisions to combat phoenixing activity. Additional provisions amending the Corporations Act 2001 (Cth) were aimed to encourage accountability by…
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What exactly is a change of control clause?
In commercial contracts, a change of control clause is one that allows one of the parties to an agreement to terminate or modify its terms if a third party acquires a controlling stake in the other. A change of control clause grants a party certain rights, such a right to accelerate an obligation to pay…
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Unfair contract terms – automatic renewal clauses explained
9 November 2023 was a crucial date for Australian businesses because from that date significant penalties can now be imposed on businesses found to have unfair contract terms (UCT) in their contracts. The Federal Government had introduced significant changes to laws relating to UCT on 10 November 2022.
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Changes to unfair contract terms
The Treasury Laws Amendment (More Competition, Better Prices) Act 2022 (Cth) (Amending Act) received royal assent on 9 November 2022, introducing significant amendments to the Australian Consumer Law (ACL). These amendments target the Unfair Contract Terms (UCT) provisions of the ACL, strengthening the rights of consumers while imposing stricter requirements on businesses using Standard Form…
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What exactly are retained earnings?
Retained Earnings are a financial metric that offers a valuable insight into a company’s financial health, extended stability and potential for future growth. They represent the profit a company has retained overtime after accounting for all liabilities including the payment (if any) of dividends.
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What is an “earnout” clause in a business acquisition?
An Earnout Right is further defined as any transaction in which an income-earning asset is sold for consideration that includes the creation of an ‘earnout right’ (Earnout Right) for the seller of the asset.
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Paid family and domestic violence leave for small businesses
The Fair Work Amendment (Paid Family and Domestic Violence Leave) Act 2022 (Cth) (Amending Act) provides that employers must provide 10 days paid leave to all employees. Part-time and casuals also eligible. Confidentiality and ability to take leave in single and separate periods must be respected.
Commercial law
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