COVID imposed document e-signing to remain

Temporary measures were introduced under the Corporations (Coronavirus Economic Response) Determination (No 3) (Determination) to exempt certain persons from the operation of provisions interfering with their ability to manage their business through the impacts of COVID-19.  Section 6(3) of the Determination did away with standard requirements for signing requirements.  The measures expired as of 21 March 2021.  In light of continued impact of the pandemic both Houses of Parliament have passed the Treasury Laws Amendment (2021 Measures No. 1) Bill 2021 (Bill) on 10 August 2021, which provides for electronic:

  • document execution;
  • notice of meetings;
  • electronic keeping of minutes; and
  • virtually held meetings.

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Tortious interference with contract – what must be proven?

Unlawful interference with contractual relations (Interference) is a tort that allows  damages to be claimed against a Defendant who has induced or procured a third party to breach their contractual obligations to the Plaintiff in the proceedings.  In essence, a Defendant’s intention to induce or procure an entity to act or refrain from acting whilst being aware that such an action would result in said entity breach its contractual obligations to the Plaintiff gives rise to the Interference.[1]  This article outlines the elements needed to be proven in order to establish an Interference. [Read more…]

The 20/12 Rule and anti-avoidance provisions

Chapter 6D of the Corporations Act 2001 (Cth)(Act) contains what is widely referred to as the “fundraising provisions” which regulate how capital can be raised in Australia without issuing a formal disclosure document.

The general rule is that companies that raise more than A$2Million are required to issue a disclosure document.  In particular, an offer requires a disclosure document if the result is that securities are issued to more than 20 people in a 12 month period, and that more than $2 million is raised. This is known as the “20/12 rule”. [Read more…]

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