Blog Archive

Take a look at the articles we have published so far:

October 2019

August 2019

Careful what you say about the future – misleading representations

It’s not unusual to make a decision to enter into an agreement, based on a statement or promise by the other party about what the future will hold. Then when that promise doesn’t hold or ring true, you could find yourself out of pocket.

Sharpcan Case Update – Revenue expenditure or capital expenditure?

Our opinion about the Sharpcan case (Commissioner of Taxation v Sharpcan Pty Ltd [2018] FCAFC 163), being a Federal Court case from late 2018 (a copy of the full judgment can be found here:

Hey founder, are you being left behind?

Founding a company is a lot easier than retaining control of it. Part of your journey will necessarily involve other people. First, it may be a co-founder. Then family and friend investors, and ultimately professional investors. During this evolution, the chances of you being left behind, and things getting out of control, increase exponentially. We’ll help you get back in control, with a binding entitlement to what you’re worth.

July 2019

Modern employment awards – are you a risky business?

Picture this: You are a small business owner. After getting through the first five years of trade, you are starting to see returns on the time, emotion and finances that you have invested into the business. Then a document comes in the mail and your fortune turns on its head. You are faced with a claim by a former employee and you realise your business is faced with an unexpected liability worth thousands of dollars. All due to a clause nested in a Modern Award that you had simply overlooked or misunderstood. Here’s how to avoid becoming that business.

June 2019

April 2019

When should directors be personally liable for tax debts?

As a general rule, a company provides its shareholders with ‘limited liability’. This means that the extent of resources a shareholder risks when they invest in an enterprise is limited to the amount of capital they put into the company (or agree to put in). If the company runs out of resources, or gets hit with a nasty surprise, the capital may all be lost, but the shareholders are not obliged to put anything additional in. They have just ‘done their doe’.The limitation of liability for shareholders has not really changed much over the centuries that limited liability companies have been around. What has changed, is the role and responsibility of directors.

March 2019

If you see the word ‘indemnity’ in a contract – SEEK LEGAL ADVICE IMMEDIATELY

Indemnities are often treated like a ‘standard’ or ‘boilerplate’ contract clause, when they are anything but. If they are ignored or overlooked, you could be in trouble when something goes wrong. However, when used properly, indemnity clauses can help you to manage your risk when entering into an agreement.

February 2019

January 2019

December 2018

November 2018

October 2018

5 things to consider when preparing or updating your incorporated association’s rules

If you are involved with an incorporated association or considering setting one up, then chances are you have come across the term ‘model rules’. Did you know that you do not have to use the model rules? Incorporated associations can choose to write their own rules. Here are 5 things to consider when preparing or updating your incorporated association’s rules.

Use our ‘departing employees’ checklist to protect your business

The departure of an employee can be a difficult time for your business.  It is also a time that your business is exposed to the potential for real damage. If you establish a clear and consistent process for departing employees, you can protect your business and minimise the impact on staff and customers. Use our ‘departing employees’ checklist to protect your business.

September 2018

August 2018

The commoditisation of everything

There really is only one sustainable career or endeavour – commoditisation. This is the work of taking something requiring high levels of knowledge, experience and creativity, and turning it into something that a novice can easily do for themselves, for free. If you want to maintain and grow your real value over an extended period, that is it. There is nothing else.

May 2018

My trust is expiring – can I get an extension?

We all love our trusts, but unfortunately they don't last forever. They have an ‘expiry date’.  When you reach this date, the Trust ends and its property must be distributed to beneficiaries. Before this time you need to consider who will be entitled to the assets, and what tax and stamp duty liabilities may be triggered. You also need to see if the date can be extended...

April 2018

Transferring an asset from a super fund to a member – no stamp duty in SA

In South Australia stamp duty is not payable on a transfer of real property from a trustee of a trust to a person who already has a defined beneficial interest in the property. For example, a transfer of property from the trustee of a unit trust to the unit holder. But there are a couple of tricks you need to be aware of.

March 2018

Do you and your spouse have more than $1.6 million (in total) in super?

Everyone gets a $1.6 million cap on the assets that can support a tax-free super pension. You and your spouse each get a separate cap. But super pensions that pass to you from your spouse when they die may put you over your cap. This will have adverse tax outcomes. You need to plan for this as part of your estate planning.

First-quarter employment law tune-up

The end of the first calendar quarter for the year is fast approaching, and this is a great time to think about improving your employment processes and procedures.  To get you started, these are our favourite employment law 'nuts and bolts' that may need some tightening.

Are you ready to sell your business?

If you're thinking of selling your business, we bet there are 2 key outcomes you are looking for: 1. Getting the highest purchase price possible; and 2. Being able to make a clean break from the business, so you can think about something else (and maybe even relax or take a holiday). These outcomes are both realistic and achievable, but it will take some planning before you put the business up for sale.

February 2018

January 2018

The Personal Property Securities Register (PPSR) in a nutshell

The Personal Property Securities Act (PPSA) is the legislation that governs everything about security interests in personal property, which is almost all property that is not land. The broad purpose of the PPSA is to create a system for the registration of security interests, which is searchable by anyone and which can then be enforced against other parties.  This register has been formed as the Personal Property Securities Register (PPSR).

December 2017

Podcast Review: Rhonda Patrick with Satchin Panda on biological clocks

In this podcast Dr Rhonda Patrick interviews Dr Satchin Panda on 'biological clocks' and the circadian rhythm. This material has day-to-day application for all of us - how to sleep better, eat better and generally optimise things with nothing more than a better understanding of how important our body clocks are to our general overall health.

What is an unpaid present entitlement or ‘UPE’?

If you have a discretionary family trust, then chances are your accountant has mentioned ‘unpaid present entitlements’ or ‘UPEs’. No doubt you have just nodded wisely, but deep down, do you really know what this means?

November 2017

Are trusts a ‘tax loophole’ exploited by the wealthy?

People who say this are just demonstrating their ignorance. Here’s why. The ability to use a trust as a ‘tax loophole’ was pretty much closed out in the 1970-80s. To suggest that trusts somehow make tax disappear for the ‘wealthy’ is plain silly.

September 2017

Thinking of buying a hotel or pub? Read this first.

Like any business, hotels have several moving ‘parts’ that need to work together so that the machine runs smoothly. If you are thinking of buying a hotel or similar hospitality business, make sure you are familiar with these unique features before you sign on the dotted line.

What the doctor ordered: dealing with employee medical records

We are often asked what rights an employer has to require their employees to undergo a medical assessment or provide their medical records.  The answer is usually not straightforward, as there are some serious personal and privacy issues to consider. The question comes down to striking a balance.

August 2017

July 2017

June 2017

What do I need to know about setting up a Public (or Private) Ancillary Fund?

An 'Ancillary Fund' is a special type of trust that can be used to collect and distribute donations for charitable purposes. The Fund can be set up through a trust deed while you are alive, or through your Will. Importantly, the Fund does not undertake charitable work itself, but can be used as a collection point to pool donations and then distribute them to charities and causes, as decided by the trustees.

May 2017

Accountants now liable for Fair Work breaches made by clients

The Fair Work Ombudsman has won its first case against an accountant being ‘knowingly involved’ in the workplace breaches of his client. The accountant could now face up to $357,000 in penalties, as though he committed the breaches himself. Find out what you can do to avoid this problem.

Some less obvious observations about the 1 July super changes…

As most people now know, from 1 July 2017 the amount a super fund member can have in a pension account will be capped at $1.6 million. There has been a lot of general commentary on these changes, but little deeper analysis of the details.

April 2017

March 2017

I want to set up a charity to raise money for people overseas. Where do I start?

If you want to do charitable work or raise funds to help people living overseas, you should carefully consider your options to make sure your aid is targeted to where it's most needed.

“Show me the money!”: Tread carefully with loans to children

People are more aware – and wary – than ever of family law issues in relation to their assets. More and more couples seek binding financial agreements to protect their assets, or put off living together or marrying to minimise their financial exposure.

February 2017

‘UPEs’ and ‘FMDs’, and your estate planning

What is, and what is not, in your personal estate? This may sound like a academic question not worthy of a lot of thought. However, if you are in estate planning mode, it is critical that you answer this question correctly.

How do I protect my ‘ideas’?

Most people realise the importance of protecting their Intellectual Property. But ‘ideas’ and ‘concepts’ aren't a form of IP, as there is no 'property' capable of being protected. Don't despair, there are ways to protect and exploit your interests.

Are your trade secrets walking out the door?

Losing an employee, whether by dismissal or resignation, is never easy. But it’s even harder when the employee walks out the door with a head (and possibly a briefcase or USB) full of your confidential information.

I’m setting up a not-for-profit organisation. What’s the best structure to use?

We are commonly asked what's the best structure to use when setting up a new charity or other 'not-for-profit' (NFP) organisation. While incorporated associations and public companies limited by guarantee are often suitable, they are not the only options, and there is no easy 'one size fits all' answer.

Take-it or leave-it (or perhaps ‘void-it’)? Some things to consider in your Website Development Agreements

Website developers understand very clearly the notion of the ‘information architecture’ of a website, yet not all of them get it when it comes to the architecture of the service agreement they enter with their clients

January 2017

December 2016

November 2016

I’m a ‘start-up’. How should I set up my new business?

So you've just come up with a great business concept, given it a test-drive among your family and friends, and now want to go to the next stage. What do you do? You need to put together the 'playing field' for your venture. In other words, you need a 'business structure'.

What to pack? Our 7 steps to leaving a relationship

Your relationship is over, and you want out. But you aren’t sure what you need to organise before you leave. Hopefully this doesn't sound familiar - but if it does, we recommend you read-on... In this article we set out our 7 steps to leaving, which we hope will help you through this difficult transition. These steps will also help someone assisting a relative, friend or client through this process.

October 2016

It’s official. Super isn’t part of your estate.

Your super doesn't form part of your estate, and is not subject to the terms of your Will. It's therefore critical to have in place appropriate arrangements to make sure your super ends up where you intend.

August 2016

Separation and your estate planning

When you are separating for your spouse or partner, it's easy to get bogged down in negotiations about your kids and dividing up your property. But don't forget your estate planning - otherwise you may just end up leaving your former partner the biggest gift of them all.

July 2016

June 2016

May 2016

Is your commercial lease compliant with the PPSR regime?

Is your commercial lease compliant with the PPSR regime? You need to know the answer to this question. Everyone has heard about the Personal Property Securities Register (PPSR), which came online on 30 January 2012. The implications of the new registration system are still not widely known. For many people the need for registration is only discovered after it is too late.

Are you first in line? Understanding ‘pre-emption’ clauses

Well drafted 'pre-emption' clauses in a Shareholders Agreement or Constitution provide you with important protections. But there are a number of potential traps that you need to be aware of.

Critical clauses in employment contracts

In this article, we will discuss some of the critical clauses that are often missing from basic employment documents. We will cover what each critical clause does and why it is important, and the potential consequences of not including the clause in your employment documents.

April 2016

March 2016

Work Communications Policy

Our gift to you is our Work Communications Policy, which is designed to be a set of fundamental rules for an SME to adopt internally to ensure that the quality of its communications is regulated. Click on the link to download a copy of the Policy to adopt in your workplace today.

February 2016

Fixed term contracts masterclass

In Australia, there are 3 main types of employment contracts: permanent (full-time or part-time), casual, and fixed term (whether full-time or part-time). This article focuses on fixed term contracts.

January 2016

Can the trustee of your discretionary ‘family’ trust make a distribution to itself?

The short answer is that it depends on whether the trustee first falls within the class of potential beneficiaries, and then whether the trustee is specifically excluded from benefiting.

What is a Testamentary Trust and why would I need one?

When you give an outright gift to someone under your Will, the beneficiary receives the gift from your executor, with no strings attached. The beneficiary can do what they like with it. If you impose any rules on the gift, then you have effectively created a 'testamentary trust', and things get a little more complicated.

November 2015

How should you deal with employees as part of a business sale?

Dealing with employees and their entitlements as part of a business sale or acquisition is not straight-forward. There are plenty of traps and tricks for the uninitiated. Find out what you need to know.

October 2015

August 2015

If you saw it on an episode of Mad Men, don’t do it…

Sexual harassment can cost a business dearly in terms of lost productivity, staff turnover, recruitment costs, legal fees and court awarded damages. Two recent court cases have shown us that courts are now prepared to make increasingly large awards to compensate victims of sexual harassment. Here we give you the tools to identify sexual harassment in the workplace, and provide the steps you need to take to prevent it.

‘Tag-along’, ‘drag-along’ and other strange rights

When you first read these clauses it isn’t always clear what they are trying to achieve, and why you would include them in your Shareholders Agreement (or Constitution).

We’re the losers in the winner-takes-all strategy game…

Everyone is playing a winner-takes-all game – at your cost. Microsoft, Google and Apple are trying to own you, and keep you from being ‘part-owned’ by the other guys, and they have been playing this game for years.

June 2015

Business succession and your super fund

Sometimes people look to their super fund as a means of funding life insurance for a business buy-sell arrangement. This is possible, but there are some tricks and traps to be aware of...

Fancy giving your tenant’s creditors your security bond?

By now, everyone has heard about the Personal Property Securities Register (PPSR), which came online on 30 January 2012, (well, we hope so!). However, the implications of the new registration system are still not widely known.

Are you handing your clients to your ex-employees and key-competitors on a platter?

LinkedIn and other social media networking sites have their uses, and can be good for ‘profile’ building. But the question is – can you afford to lose control of your business contacts and spend time building value for another business, the social media site?

May 2015

What is a Special Disability Trust and why would you need one?

A Special Disability Trust (SDT) is a special type of trust that allows parents and immediate family members to plan for current and future needs of a person with severe disability. The trust can pay for reasonable care, accommodation and other discretionary needs of the beneficiary during their lifetime.

Marijuana anyone? The ins and outs of employee drug testing

Employers have long struggled with the balance between an employee’s responsibilities at work and their right to a life outside of work. This has often given rise to the question of whether an employer can discipline employees for recreational activities conducted outside of working hours.

April 2015

Raising money in Australia – our brief guide to the legal issues

Irrespective of why or how, raising money in Australia is a heavily regulated activity, with severe penalties for people who do not comply with the rules. There are rules for both the party raising the money and for people who assist them.

March 2015