When warranties become an important tool for protection
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.
Form vs Reality: Where franchisors may be liable for franchisee conduct – lessons from ASIC v Darranda.
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
Changing a Franchise Business Structure: Take Aways from Netdeen Pty Ltd v Lindfield Pty Ltd
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.
New ASIC Guidance on Insolvent Trading
On 6 December 2024, the Australian Securities & Investments Commission (ASIC) updated its Regulatory Guide: Duty to prevent insolvent trading: Guide for directors (RG 217).
The guide contains key principles intended to help directors comply with their duty to prevent insolvent trading and how to establish safe harbour protection through proactive monitoring and timely action.
Senior Management liability for the conduct of a company business: Lessons from Productivity Partners Pty Ltd v ACCC
The High Court deemed a tertiary college’s enrolment processes to be unconscionable for creating a risk of unsuitable student enrolment and found that senior management may be held liable as accessories for the actions of the business if they were aware of the primary matters which made the conduct unreasonable.
Can you Mislead or Deceive Someone if You Have Honestly Relied on Your Lawyers Advice? A Case Study on ASIC v Retail Employees Superannuation Pty Ltd
The Federal Court of Australia’s judgment in ASIC v Retail Employees Superannuation Pty Ltd highlights that if a corporation honestly relies on advice from their lawyers that may provide reasonable grounds to defend the making of a representation that concerns the present state of affairs.
The Federal Court found that representations made by Retail Employees Superannuation Pty Ltd (REST) regarding their rules and practice were opinions expressed as to the law based on reasonable grounds due to reliance on advice received from their lawyers and other trusted sources. Therefore, the representations made could not amount to misleading or deceptive conduct.
The Importance of Clear and Formal Documentation by Companies: Lessons from Aurora Australasia Pty Ltd v Hunt Prosperity Pty Ltd
When Restructuring Goes Wrong: Lessons from Connelly (liquidator) v Papadopoulos
The Federal Court decision of Connelly v Papadopoulos re TSK Pty Ltd (in liq) highlights some of the implications for professional advisers. directors and officers involved in restructuring of companies and the risks encountered when engaging in restructuring that may be later viewed as asset stripping schemes under the creditor defeating dispositions provisions in the Corporations Act.
Part 1: tax consolidation for SMEs series: pros and cons of forming a consolidated group?
TR 2022/3: personal services income: key changes from draft ruling TR 2021/D2
On 23 November 2022, the Australian Tax Office (ATO) released Taxation Ruling TR 2022/3, finalising its views on personal services income (PSI) and personal services businesses (PSB).
Draft Taxation Ruling 2022/D1: Do people still listen to disco music?
After our semi-serious opening statement on the Australian Taxation Office’s (ATO) recently released guidance on section 100A and unpaid present entitlements, this is one of a series of deep-dive articles on that guidance. These articles look at each of the ATO guidance products separately and then we discuss what the overall impact may be.
McCarthy: sale of two-lot development taxed as ordinary income
“Stamping” Of Trust Deeds In Victoria
Are you conducting a business in partnership? Make sure you can substantiate your commercial arrangement.
The recent Administrative Appeals Tribunal (AAT) decision of Holman v FCT highlights once again the importance of documentation and maintaining objective factual evidence to discharge the statutory burden of proof when disputing an assessment.
Transfers to Bare Trusts: Court of Appeal Provides Clarity on Duty Exemption
The Court of Appeal handed down its decision in MD Commercial Pty Ltd v Commissioner of State Revenue [2019] VSCA 295 in late 2019. The decision has provided further clarity on the application of section 35 of the Duties Act 2000 (Vic) which provides an exemption from duty for transfers to bare trusts.
Business restructuring and share buy-backs
Let’s talk business - business succession planning
No Discount Capital Gain On The Sale Of Shares - Paule V FCT, Hart v FCT [2019] FCA394
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Payroll tax cuts in regional Victoria
Thousands of businesses across regional Victoria have already taken advantage of the Victorian Government’s regional payroll tax cuts, which have saved businesses more than $31 million in the first financial year it was introduced.