4Aug

Auditor Liability in Singapore and Australia Compared

by Fabian Hoffmann Commercial Law

Auditor Scope of Duty: The US$2.6 Billion Limit on Professional Liability in Singapore and Australia

A negligent adviser does not answer for everything that follows from the advice. The limiting principle, drawn from the House of Lords decision in South Australia Asset Management Corporation v York Montague Ltd, is that an adviser who supplies information is responsible for the consequences of that information being wrong, not for every consequence of the course of action the client then takes. Where that limit belongs inside the structure of a negligence claim has never been settled across the common law world. On 16 July 2026 the Singapore Court of Appeal moved it.

For your company, the commercial stakes are high. A five-member Court of Appeal struck out a US$2.6 billion head of loss claimed against an auditor, and did so by relocating the limit out of the duty of care and into the ordinary contractual rule on remoteness of damage. If you engage auditors, valuers, or any professional adviser under a Singapore-law engagement, the question of what your adviser is exposed to is now argued in a different place, and pleaded differently. If you are the adviser, the same shift decides whether the largest head of loss against you survives a strike-out application.

29Jul

Singapore–Australia Essential Supplies Protocol

by Fabian Hoffmann Commercial Law, International Trade Law

Singapore–Australia Essential Supplies Protocol: Why the New Pact Will Not Rescue Your Supply Contract

On 27 July 2026, at the Singapore–Australia Joint Ministerial Committee in Adelaide, the two governments signed the Protocol on Economic Resilience and Essential Supplies, a new protocol to the Singapore–Australia Free Trade Agreement, alongside a separate Australia–Singapore Industrial Base Resiliency Arrangement covering defence supply chains. The headline is that essential goods, above all fuel, will keep flowing between the two countries during disruption. The detail is that both instruments bind governments to each other, not sellers to buyers, and the trade Protocol is a best-efforts commitment that has not yet entered into force.

For your company, the commercial stakes are high. If your supply chain runs through the Singapore–Australia corridor, the temptation is to treat this pact as a safety net and move on. That is a mistake. When a cargo is held at a port, a refinery diverts a shipment, or an export licence is refused, the document that decides who bears the loss is your contract, not the Protocol. The force majeure clause, the export-restriction wording, the Incoterm you selected and the law you chose will do all the real work. This article explains why, and what to check before the Protocol takes effect.

21Jul

Unfair Trading Practices Australia: New ACL Bans From 2027

by Fabian Hoffmann Commercial Law

Unfair Trading Practices: New ACL Prohibitions Target Dark Patterns, Drip Pricing and Subscription Traps in Australia

On 2 July 2026, the Australian Parliament passed the Competition and Consumer Amendment (Unfair Trading Practices) Bill 2026 without amendment. From 1 July 2027, the Australian Consumer Law (ACL) will prohibit unfair trading practices: conduct that manipulates a consumer, or unreasonably distorts the environment in which a consumer makes a decision, and causes or is likely to cause detriment. Alongside the general prohibition in new section 28B, the Act imposes specific disclosure duties for transaction-based charges (drip pricing) and a full lifecycle regime for subscription contracts.

For your company, the commercial stakes are high. The maximum penalty for a body corporate is the greater of $100 million, three times the benefit obtained, or 30 per cent of adjusted turnover during the breach period, applied per contravention. The Australian Competition and Consumer Commission (ACCC) named subscription traps and other dark patterns among its 2026-27 enforcement priorities five months before the Bill passed. A checkout flow, countdown timer or cancellation path that is lawful today becomes penalisable conduct on 1 July 2027.

19Jun

Unfair Trading Practices in Franchising: What the 2026 Reforms Mean for Dealers and Small Business

by Fabian Hoffmann Franchising Law

Unfair Trading Practices in Franchising: What the 2026 Reforms Mean for Dealers and Small Business

Unfair trading practices are commercial behaviours that exploit significant imbalances in bargaining power to cause detriment to the weaker party, even where the conduct falls short of fraud or misrepresentation. In franchise and dealership relationships, this most commonly takes the form of unilateral changes to the business model, short-notice termination without adequate compensation, and artificial time pressure designed to limit a franchisee’s ability to respond. The fundamental problem under existing Australian law is that courts have consistently held that commercially hard conduct of this kind does not necessarily satisfy the demanding threshold for statutory unconscionable conduct under the Australian Consumer Law (ACL). The Mercedes-Benz dealers litigation, which ran from 2021 to its final resolution by the High Court in November 2025, is the most significant illustration of that gap.

For your business, the commercial stakes are high. The Federal Government introduced the Competition and Consumer Amendment (Unfair Trading Practices) Bill 2026 into the House of Representatives on 1 April 2026, creating a new general prohibition on unfair trading practices that is deliberately designed to capture conduct that currently falls through the cracks of existing law. A separate consultation on extending those protections to small businesses and franchisees closes on 10 July 2026. Together, these reforms represent the most significant expansion of commercial protections in Australian consumer law in a generation.

In 2025, commercial arbitration has firmly replaced state litigation as the preferred battlefield for international business in Vietnam. But it is not without its traps.

This guide demystifies the process, breaks down the costs, and explains the landmark 2025 legal reforms that have fundamentally changed the game for foreign investors.

26May

The PPSA Trap – What German Exporters Must Know

by Fabian Hoffmann Commercial Law

Retention of Title in Australia: How the PPSA Exposes German Exporters to Total Asset Loss

Under the Personal Property Securities Act 2009 (Cth) (PPSA), a retention of title (RoT) clause in a contract for the sale of goods is treated as a security interest regardless of how it is expressed, regardless of whether German or any other foreign law governs the underlying supply contract, and regardless of whether the seller believes it retains legal ownership of the goods. Section 12 of the PPSA applies a substance-over-form test: if a transaction in substance secures payment or performance of an obligation, it constitutes a security interest and must be registered on the Personal Property Securities Register (PPSR) to be effective against third parties and in the buyer’s insolvency.

For your company, the commercial stakes are high: a German exporter that ships goods to an Australian buyer on standard Eigentumsvorbehalt (retention of title) terms, and does not register a financing statement on the PPSR within the required timeframe, will find that its security interest is unperfected. Under PPSA s 267, an unperfected security interest vests in the grantor immediately before the grantor enters administration or liquidation. Your goods become the property of the insolvent estate. You are left as an unsecured creditor, competing with all other creditors for whatever distribution the liquidator achieves.

13Feb

How Singapore Businesses Can Capitalize on New Incentives for Expansion to Australia and Europe

by Fabian Hoffmann Commercial Law

Budget 2026 Market Readiness Assistance: How Singapore Businesses Can Capitalize on New Incentives for Expansion to Australia and Europe

The Singapore Budget 2026 marks a pivotal shift for local enterprises ready to scale internationally. With the government’s “refreshed economic strategy,” the financial barriers to entering high-value markets like Australia and Germany have been significantly lowered. For businesses that have previously hesitated due to high setup costs, these enhanced grants and tax deductions provide a time-sensitive window to capture global market share.

In 2025, commercial arbitration has firmly replaced state litigation as the preferred battlefield for international business in Vietnam. But it is not without its traps.

This guide demystifies the process, breaks down the costs, and explains the landmark 2025 legal reforms that have fundamentally changed the game for foreign investors.

As specialists in the Singapore-Australia-Germany legal corridor, we see this as the most aggressive support framework in a decade. Whether you are leveraging SAFTA for Australian market entry or utilizing EUSFTA as a gateway to Europe via Germany, acting now ensures your company benefits from maximum co-funding before these temporary “booster” periods conclude.

24Aug

The Ultimate Guide to Company Constitutions in Australia (2025)

by Joelon Fincher Commercial Law, Mergers & Acquisitions

The Ultimate Guide to Company Constitutions in Australia (2025)

Effective corporate governance is the cornerstone of any successful and compliant Australian company. It’s the system for directing and controlling the business, balancing the powers of directors, and protecting the interests of shareholders. This framework is built on two pillars: the Corporations Act 2001 (Cth) and, crucially, the company’s own constitution.

This guide provides a comprehensive overview for directors and shareholders on the role of a company constitution in Australia. We will explore the difference between relying on the default replaceable rules and adopting a custom constitution, what key clauses you need, and how to legally amend this vital document.

16Aug

The Ultimate Guide to Shareholder Agreements in Australia (2025)

by Joelon Fincher Commercial Law, Mergers & Acquisitions

The Ultimate Guide to Shareholder Agreements in Australia (2025)

In Australian corporate law, a Shareholder Agreement is a critical private contract that serves as a detailed blueprint for how a company is run and how the owners relate to one another. While the Corporations Act 2001 (Cth) and a company’s Constitution provide a basic legal framework, a Shareholder Agreement fills the crucial gaps, anticipating future challenges and providing clear, customised rules of engagement. It is an indispensable tool for protecting shareholder interests, ensuring stable governance, and preventing costly disputes.

8Aug

Australian Shareholder Agreements Explained: Key Clauses & Expert Answers

by Joelon Fincher Commercial Law, Mergers & Acquisitions

Australian Shareholder Agreements Explained: Key Clauses & Expert Answers

Starting a business with partners is exciting, but what happens when you inevitably disagree? A Shareholder Agreement is the single most important document for protecting your investment and your business relationships.

A shareholder agreement is a private contract between a company’s shareholders that outlines their rights, responsibilities, and the rules for managing the company. Think of it as a “business pre-nup” that sets the ground rules before any problems arise, ensuring clarity and a fair process for all parties involved.

8Jul

Equity Capital Raising in Australia: A Comprehensive Guide to Disclosure Requirements and Process

by Joelon Fincher Commercial Law, Mergers & Acquisitions, Property Law

Equity Capital Raising in Australia: A Comprehensive Guide to Disclosure Requirements and Process

Raising equity capital is a fundamental aspect of corporate finance, enabling companies to secure funds for growth, operations, or other strategic objectives. In Australia, the process is primarily governed by the Corporations Act 2001 (Cth) (Corporations Act), with a strong emphasis on disclosure requirements to protect investors.

This article provides a comprehensive overview of equity capital raising options, the intricacies of disclosure obligations, potential consequences of non-compliance, and the typical capital raising process.