Contracts, structures and governance for businesses that need the paperwork to hold when something goes wrong.
Buying or selling a business, from the term sheet and due diligence through to completion and the restraints that follow.
Commercial disputes in the NSW, ACT and Federal courts, resolved early where that is possible and run properly where it is not.
Your product scales digitally. Your contracts have to scale with it.
Where the law changed, what it now requires, and what a business has to do about it.
One question worked through end to end, with the provisions and the decisions it rests on.
What a judgment decided, and what follows from it for anyone in the same position.
A German desk for businesses moving between Australia and the German-speaking market.
Singapore law where it governs the contract, and the arbitral seat that carries much of the region’s work.
When the contract clearly lets it and no statute stands in the way. The Victorian Court of Appeal held that a developer validly ended off-the-plan contracts for industrial lots to keep a rise in
Not to squeeze them out. In Aulich v Scott the Full Federal Court upheld the finding that share issues at $1 a share, offered to every shareholder, oppressed a 25% holder who had asked
Under the clause in Cosette v Mayne Pharma, only when the events it relies on, measured net of every consequence, cross the contractual threshold, and only if it has not already affirmed the deal.
Not necessarily. In Capital Markets Company v Sommerin the NSW Supreme Court ordered pre-action discovery against a former employee, his new employer and a recruiter, although a Hong Kong jurisdiction clause gave the Hong
A party bound to act in good faith may terminate on a third party’s adverse assessment without repeating the investigation. What it may not do, the Federal Court held in Sech Finance, is finish
Generally no. Where the debt is genuinely in dispute and covered by an arbitration agreement, the Singapore court will ordinarily dismiss the winding-up application without deciding who is right, and the creditor has no
Glencore. The taxpayer beat the adjustments on the evidence, and lost the point it is usually cited for: the Full Court held the tax office can substitute a different pricing formula.
Chevron. No security, no covenants, no parent guarantee. The company argued it could never have borrowed alone, and that argument is the reason it lost.
Singapore Telecom. Two later amendments to the interest terms went through for no commercial reason anyone could give, and the company carried the burden of explaining them.
PepsiCo, in the High Court. A bottling agreement that licensed the brand royalty free, sold the concentrate, and divided the Court three ways on what the payments were.
SNF. Which transactions a company may compare its own dealings with, whether it has to land on a single figure, and how far the OECD Guidelines help in reading a treaty. The taxpayer won.
Commonwealth Aluminium. The first Australian power aimed at profits leaving the country fixed on who controlled the business, not on the terms of the dealing.
WR Carpenter. A company challenging an assessment carries the burden, and attacking how the decision was reached does not discharge it.
Mylan. The same funding decision, attacked under the general anti-avoidance rule rather than the transfer pricing rules, on a different test.
Oracle. The treaty route for resolving double taxation and the domestic objection route run on separate time limits, and the shorter one governs.
The PricewaterhouseCoopers case. Advice is not privileged because of the letterhead it arrives on, and a mixed engagement is decided document by document.
Alcoa. How draft expert material circulates can give away the protection the company thought it had.
New Image v Dart. An intercompany liability found by the auditors, not disclosed to the buyer, and litigated as a contract claim rather than a tax one.
Technology contract disputes Australia often stem from misaligned expectations in IT projects. This article explores a real case, highlighting how clear contracts and legal advice can prevent costly disputes.
When clients hold property across different jurisdictions, such as overseas property in Australia, it is common to prepare separate wills for each country. However, care must be taken to ensure these wills are properly
In a recent case in the Supreme Court of New South Wales[1], a question arose as to the entitlement of an ASIC registered shareholder to have access to the records of the relevant company
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