Corporate Law

Terminating an indefinite contract

There may be many reasons for a contract having no end date (Indefinite Contract).  However, in practice this can be problematic when a party wants to end the contract for any reason.  In this article we examine how to deal with the various contractual requirements for termination of an Indefinite Contract. [Read more…]

Franchising Code changes closer to fruition

In November 2020, the Australian Government Department of Industry, Science, Energy and Resources (Government) released its hotly anticipated Exposure Draft proposing amendments to the Franchising Code of Conduct (Code).  The proposed amendments seek to implement the commitments the Government made in August 2020 in response to the Parliamentary Joint Committee’s March 2019 Fairness in Franchising Report (Franchising Report).  The Franchising Report identified a range of regulatory matters to be addressed in the franchising sector. [Read more…]

Changes to monetary threshold for consumer contracts

For businesses that provide goods or services to non-consumers, the recent Treasury Laws Amendment (Acquisition as Consumer – Financial Thresholds) Regulations 2020 (Amendment) has the effect of widening the scope of the consumer guarantees regime under the Australian Consumer Law (ACL).  This means that, as of 1 July 2021, contracts that were not previously subject to the consumer guarantee protections (because the value of goods or services was less than $40,000) will be captured under the new regime. [Read more…]

Just and equitable winding up for shareholder oppression

In matters involving the oppression of minority shareholders by the majority the usual legal remedy is to pursue relief for oppression as contained in sections 232 and 233 of the Corporations Act 2001 (Cth)(Act). However section 233(2) of the act also allows for an aggrieved party to seek an order winding up the company on just and equitable ground as if the order were made under section 461.  Section 233(2) represents the intersection of the just and equitable winding up and shareholder oppression. [Read more…]

Shareholders’ agreements & deadlock clauses

One of the most important issues to be addressed by a Shareholders’ Agreement is what happens where the directors or shareholders cannot agree and a deadlock arises.  In cases where voting of Directors of a board is proportional to the shareholding represented by the appointed director, or there can be a deadlock caused by “one vote, one director” care needs to be taken to ensure that control can be exercised by addressing the deadlock issue.  Of course the deadlock can also be between shareholders. [Read more…]

What are cooperative marketing funds?

Cooperative marketing funds allow franchisors to combine contributions from franchisees, to undertake advertising or promotional campaigns on behalf of the entire network.  This framework allows franchisors to implement marketing that would otherwise have been beyond reach financially.  However, it is important franchisors are aware of their obligations under the Competition and Consumer (Industry Codes – Franchising) Regulation 2014 (Franchising Code). [Read more…]

Force majeure in a major pandemic

To say the world has been turned upside down is all but literally true in many respects.  Where there is the slightest sneeze of Covid-19, governments have made shut down decisions that that have impacted the ability of businesses to operate and perform their contractual obligations.

A feverous question is whether COVID-19 an event of force majeure and does it relieve the affected party from its obligations?  Below we set out the issues. [Read more…]

OAIC Notifiable Data Breaches report – July 2020

The Notifiable Data Breaches (NDB) scheme was established to improve consumer protection and promote better security standards to safeguard personal information in Australia.  The NDB scheme applies to all agencies and organisations who are protected by the Privacy Act 1988 (Cth) (Act) and required to take personal steps to secure personal information.

The Australian Information Commissioner (OAIC) publishes reports on notifications received under the NDB scheme to track the leading causes and sources of data breaches, and to draw attention to potential issues and areas that entities regulated under the Act need to have ongoing awareness of.  This article summarises the findings of the NDB Report for the period from 1 January to 30 June 2020. [Read more…]

Director’s identification numbers to become a reality

On 12th June 2020, the Treasury Laws Amendment (Registries Modernisation and Other Measures) Act 2020 introduced the requirement for all Australian company directors to have a “Director Identification Number” (DIN).  The DIN will become a single identifier for each director across all of their office holdings with the true identity of each director is verified and is consistent across of ASIC’s corporate records.   The scheme will ultimately applies to Australian body corporates, Aboriginal and Torres Strait Islander corporations, and registered foreign companies. [Read more…]

Top 11 legal tips when selling a technology business

Selling a technology business can be an exciting time for shareholders and directors who have worked hard towards an exit.  Because of this, it’s important for the exit to be as smooth as possible.   Below we set out our top 11 tips for selling a technology business which, if followed, will ensure greater protection for sellers and reduce their risk. [Read more…]

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