| Business Law News and Articles |
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| Guarantees - Security for lenders |
| In a recent case, the court of appeal considered a case where a mortgage was varied, lengthening the term, increasing the principal and raising the interest rate, after the guarantors had resigned as directors of the company which had taken out the mortgage. |
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| Green Wash - ACCC targets misleading environmental claims |
| Businesses that offer consumers a green product or service can face criminal penalties up to $1.1 million if green claims don't stack up. |
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| Hard Times - Tax consequences |
| There is little in life - including marriage and death - without tax consequences. |
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| Tax Shelters - Primary production schemes not a haven |
| At this time of year many taxpayers turn their minds to ways to minimise tax. |
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| GST Penalties Trap - Come clean on shortfalls, and promptly |
| The Tax Office appears to be taking a punitive approach to GST shortfall amounts at the same time as placing increasing emphasis on corporate governance and tax risk management. |
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| Liquidations - You Can't Hide The Assets |
| Running down the assets of a company in advance of a likely bankruptcy can be invalidated by the courts, if it is seen as an attempt to defraud creditors. |
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| Buying Assets - Structuring for capital gains tax |
| Exposure to capital gains tax may depend on how the acquisition of an investment or business is structured, whether bought individually, through a partnership or via a trust or company. |
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| Made In China - Getting what you paid for |
| Australian and Chinese legal systems are fundamentally different. In Chinese law there is no binding effect of previous Chinese legal decisions |
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| When A Sale Is A Loan - Avoiding a taxable dividend |
| If shareholders in a family company decide to sell company property to reduce bank debt the sale should be treated as as a loan in order to avoid it being viewed as a taxable dividend. |
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| Super's Magic Pudding - A plus for baby boomers |
| Once money is put into super the general rule is that it must stay there until the person entitled to it reaches 'preservation age'. |
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| Directors' Liabilities - Each can be liable for totality of unpaid PAYG tax |
| The tax ignorance of many directors is surprising, given that tax might amount to 30 per cent of a company's before-tax profits and the penalties for directors making a tax mistake can be very large. |
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| Tax Tips - Timing can save you money |
| Many legal documents have tax consequences and can determine when income is assessed and deductions allowed. |
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| Business Identity - Dot The 'I's And Cross The 'T's |
| Many people think that registration of a company and its business name protects one's rights in a trademark. However, that is not the case. |
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| Future Savings - Succession planning for the small business |
| If a taxpayer sells shares in a business normal capital gains tax rules apply however small business relief may be available. |
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| Business Deal? Beware hidden traps. |
| A contract is initially rarely 'tax perfect', mainly because tax law often has little to do with commercial logic. |
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| Family Home - Fight for it has entered whole new era |
| Recent legal decisions mean that spouses of bankrupts will have to at least consider whether they need to call on the powers of the Family Court to protect their share of the family home. |
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| Tax Relief - Changes to land tax |
| The NSW government in this year's budget announced changes to the way family unit trusts are to be assessed to land tax. The changes will allow family and other unit trusts to claim the land-taxfree threshold, saving about $6,000 a year in land tax at current rates. |
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| Get The Price Right - 'Slash reductions' claimed must be real savings |
| Companies need to ensure that when they offer price savings, they are savings on the usual selling price of the article, unless clearly stated otherwise. |
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| No Honey Pot - Ensure the label sticks |
| Australian manufacturers need to ensure that if they label something 'Product of Australia', the product is substantially if not wholly produced in Australia and comprises Australian ingredients. |
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| New Trucking Laws - Chain of responsibility gets longer |
| New road transport laws enforce uniform national mass, dimension and loading requirements for heavy vehicles, and impose new obligations on those involved in transporting road freight, even extending to those packing and loading vehicles. |
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| The Family Farm - Life estates can be dealt with tax effectively |
| If you have a life estate, there are ways to remove it without suffering adverse taxation consequences.. |
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| Misled On Pay |
| A company has admitted it misled a candidate in a job interview about the amount of commission he was likely to earn in the position. |
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| Tax Avoidance |
| The Tax Office has been telling company directors for several years that they should think of tax more often than they do. |
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| Where Business Protection equals Family Protection |
| How are you going to maintain your business if your business partner dies or becomes permanently disabled? |
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| Price Fixing - Courts send out warning - Heavy penalties have been imposed, highlighting the seriousness of price fixing |
| In a recent case, a wholesaler of skincare products was penalised $250,000 for trying to prevent retailers from discounting its products. |
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| Paper Trail What documents should a business keep? |
| In a well-publicised court case, a tobacco company was told by the judge that its destruction of documents had made a fair trial impossible. The judge's decision against the company was overturned on appeal, but it alerted the business world to be very careful about its obligations for document retention. |
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| Directors - If you act for a company, you can be liable too |
| An individual director acting in trade or commerce on behalf of a company also acts for himself or herself. If the company is liable, the director is equally liable. |
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| Fine Print - Contractor bound by unread terms in contract. |
| The recent case of a pharmaceutical supplier bound by the courts to the terms of a contract it had neglected to read is a salutary reminder of the need to always read the fine print and never sign a contract till you have had proper legal advice. |
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| Buying & Selling Businesses: Warranties and Ensuring you get the IP. |
| When purchasing a business it is important to identify what intellectual property is part of its assets, or is needed in the business. |
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| Contracts - Are you bound by a clause you did not read? |
| If you sign a written contract then you are generally bound by all of its terms even if you did not read or understand them. |
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| Trusts - How to minimise unnecessary stamp duty |
| Since the Federal government publicly committed itself two years ago to rejecting the recommendation that trusts be taxed as companies, trusts have become increasingly popular for both active trading businesses and passive investment vehicles. |
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| Businesses - What's in a name? |
| In New South Wales you can carry on a business under your own name without registering it as a business name - as long as you don't change the name or add to it in any way. |
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| Stolen goods - The impact of the Trade Practices Act |
| The arm of the Trade Practices Act stretches far and wide - a recent case shows its impact on purchasers of stolen goods where there is a longstanding commercial relationship. |
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| Disposal of Assets - When do you have to pay CGT? |
| Did you know that as a taxpayer you may be subject to CGT if you have an asset which is compulsorily acquired by a government agency? |
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| Directors Personally Liable |
| Apart from the generally recognised risk of personal liability for insolvent trading, directors need to be particularly cautious in ensuring that their company complies with its ATO payment obligations. |
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| Insurance - What do you need to disclose to your insurer? |
| In a recent insurance case that went before the High Court, a company appealed against its insurer's refusal to cover a claim, which occurred during a one month goodwill extension of the policy, because the insurer had not been invited to renew. |
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| Shareholder Rights - Calling directors to account |
| In light of recent company failures, regulators have introduced proposals to make directors and senior executives more accountable to companies and their shareholders. |
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| You are potentially liable for your contractors' unpaid Workers Compensation Premiums, Pay-roll Tax, and Employee Remuneration |
| A Subcontractors' Statement is required each time a payment is made for work done in connection with the contract and should cover the period of work to which the payment relates. The Subcontractor Statement must have attached to it a Certificate of Currency of the contractors workers compensation policy covering the period of the payment. |
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| Plan for asset protection |
| How do you operate your business? Taxpayers who carry on a business through corporate and trust entities should ensure that such arrangements cannot be classified as schemes to obtain tax benefits, but as a form of asset protection and liability limitation. |
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| Director's Duties and the Criminal Code |
| From 15 December 2001 the Commonwealth Criminal Code applies. This article discusses the main effects. |
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| Franchisees must be given a fair go |
| In a recent Federal Court case a franchisor which supplied training and materials for making bread and related products in the home was taken to court by the Australian Competition and Consumer Commission ("ACCC") for its behaviour towards its franchisees. |
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| Does your contract deal with copyright? |
| A non-exclusive licence to use copyright may be implied by law where the contract does not deal with the issue of copyright. |
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| Terms of Trade – Retention of Title |
| In light of the large number of companies going into administration or receivership recently, the importance of Retention of Title clauses (‘ROT’) has become increasingly apparent. |
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| Franchising Calls for Full and Frank Disclosure |
| The mandatory franchising code of conduct, which has been in operation for just over a year, imposes comprehensive disclosure requirements on franchisors who will be in breach of the Trade Practices Act if they don’t comply. The benefits are that franchisees can make better decisions before entering or renewing a franchising agreement, and it may prevent disputes further down the track. |
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| The Corporate Law Economic Reform Program (CLERP) |
| The Corporate Law Economic Reform Program Act 1999, gives legislative force to the principal elements of the Government’s Corporate Law Economic Reform Program (CLERP) Bill. Whilst a number of provisions came into force on 1 January 2000, the major provisions have only recently become law. |
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| Deferring capital gains tax |
| Did you know about the introduction of a roll-over relief where a small business asset is exchanged for another, and the capital gains tax exemption where small business assets are disposed of to fund retirement? |
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| Australian Stock Exchange Listing Rule Changes |
| Changes to the ASX Listing Rules came into effect on 1 September 1999. Further amendments are currently under review and are expected to apply from 1 July 2000. |
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| Foreign Investment Review Board Approvals |
| The Foreign Investment Review Board (FIRB) advises the Australian Government on foreign investment policy issues. Foreign interests, desirous of investing in Australia, must be aware that certain types of investment proposals require the FIRB's prior approval. |
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| Prospectus Functions and Requirements |
| What is a prospectus? When is a prospectus required? What form must it take? |
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| Shareholder Agreement Questionnaire |
| Shareholder Agreement Questionnaire. |
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| Australian Business Survey Findings |
| A survey by regulators of more than two hundred businesses has revealed that many are failing to comply with the reporting requirements of the Corporations Law. |
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| Review of The Franchising Code of Conduct |
| The mandatory Franchising Code of Conduct, which came into effect in 1998 is currently under review. |
