Legal news
Well drafted warranties offer purchasers protection by providing an avenue to seek recovery in the event that what is acquired turns out to be different than what it was represented to be by the seller.
This article looks at a case involving a share sale agreement and the outcome achieved when action was taken against the seller due to a breach of warranties offered in the share sale agreement to the purchaser.
Over the past three years, the Australian Government has placed increasing significance on developing anti-corruption laws at both the domestic and international level. This article provides an overview of some of the legislation which govern this area in Australia, how corporations can be found liable and how to access guides to manage compliance.
The interests of a secured party are not unfailing, and appropriate attention should be given to ensuring that they are placed to receive the best outcome from administration. The extent of this susceptibility was highlighted in the recent Federal Court decision of Jones (Admin) v Realtek Semiconductor Corp Nuheara Ltd (Admins Apptd) (No 1) [2025].
Where an arrangement undermines the entitlements of a secured creditor, consideration should be had to the benefits conferred by the arrangement on other creditors broadly, particularly where the alternative is liquidation.
The NSW Court of Appeal has affirmed on-demand loan repayments to shadow directors were reasonable where the company was solvent and the payments caused no detriment and as such do not constitute a breach of the unreasonable director related transaction provisions in section 588FDA of the Corporations Act.
The Full Court of the Federal Court’s decision in Bakers Delight Holdings Ltd v Fair Work Ombudsman [2025] FCAFC 144 provides insight into the interaction between franchisor liability and ‘reverse onus’ mechanisms in the Fair Work Act 2009 (Cth).
Specifically, the Federal Court confirmed that franchisors can be held legally responsible for workplace contraventions by franchisees, even where the case against the franchisee relies on a ‘reverse onus of proof’. Franchisors are recommended to implement proactive compliance systems across their networks to avoid liability.
The recent Federal Court decision in ASIC v Darranda Pty Ltd [2024] FCA 1015 highlights that where a franchisor designs the systems, documents or marketing used by franchisees, it may be held liable for regulatory breaches in its network, even without direct dealings with consumers.
#franchising #franchisorliability #ASIC #RegulatoryCompliance
New Division 296 tax, as outlined in a Treasury Fact Sheet, includes two indexed thresholds ($3 million and $10 million) and taxation on realised (not unrealised) earnings from 1 July 2026. However, critical details about how realised earnings will be calculated—particularly regarding pre-1 July 2026 gains—remain unclear.
#superannuation #SMSF #tax #Div296 #totalsuperbalance #$3million #unrealisedgains #10million
The 28 August 2025 decision of the Court of Appeal of New South Wales in Netdeen Pty Ltd (t/as GJ Gardner Homes) v Lindfield NSW Pty Ltd[i] highlights several important considerations for franchisees and franchisors alike when changing a business structure.
Franchisors should have consideration to the impact that this may have on their existing contractual obligations. Franchisees need to be aware of whether their existing agreements allow for this possibility and consider this prior to entering into a franchise agreement.
The decision also highlights the importance of clear drafting in contracts, even where there has been ostensible agreement between the parties.
The article explains the arguments contained in the parties’ submissions to the High Court in the appeal by the Commissioner of Taxation (Commissioner) from the Full Federal Court’s (Full Court) decision in Commissioner of Taxation v Bendel [2025] FCAFC 15 (Bendel).
This article is the third in a three-part series setting out practical solutions to common issues in super, tax and estate planning, with a particular focus on the tax impact of payments to beneficiaries.
Part 3 of our series looks at the tax issues which should be considered when paying death benefits in specie, including capital gains tax and the super ‘death tax’.
#superannuation #SMSF #deathtax #deathbenefits #estateplanning #deathbenefitdependant #CGT #inspecie #BDBN
This article is the first in a three-part series setting out practical solutions to common issues in super, tax and estate planning, with a particular focus on the tax impact of payments to beneficiaries.
Part 1 of our series looks at how withdrawing super benefits before death can form part of a member’s overall estate planning.
The ACCC has issued penalties to Cash Converters and Mobile Travel Agents for breaching the Franchising Code of Conduct by failing to update required information on the Franchise Disclosure Register.
Post the ASIC civil penalty proceedings against RAMS Financial Group over alleged systemic misconduct in its home loan operations a class action by former franchisees is now seeking to intervene in the ASIC matter, citing overlapping factual issues and concerns over reliance on Westpac’s internal findings. #franchising #disclosure #franchisor_liability
On 12 June 2025, the High Court granted the Commissioner special leave to appeal the decision of the Full Federal Court in FCT v Bendel [2025] FCAFC 15 (Full Court Decision) that we wrote about here.
The Schaper report in December 2023 recommended further evaluation of the merits of replacing the Franchising Code of Conduct with a licensing regime. This recommendation arose after a submission to the review by the Australian Competition and Consumer Commission. Without detail of what a licensing regime may look like there is uncertainty about what any licensing regime may require. The recent case of ASIC v RAMS however provides an illustration of the effect a licensing regime may have on a franchisors. Click here to read more.
#franchising #licensing #franchisor_liability
The language used in a contract can significantly impact its enforceability. Reliance on the incorporation of an obligation to act in good faith will not necessarily result in an outcome sought. This was considered in the recent Supreme Court decision in Beecham Motors Pty Ltd v General Motors Holden Australia NSC Pty Ltd, which provides guidance for those with or considering a franchise agreement and the drafters of franchise agreements. #franchise_agreements #good_faith #franchisee_group_action
