
Material Adverse Change Clauses: When Can a Buyer Walk Away?
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
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.

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

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 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
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
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 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
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
An emergency arbitrator can only order what the law of the arbitral seat, or the parties’ own express agreement, allows. Adopting institutional rules that offer an
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
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
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
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
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
The formal requirements are short and almost every homemade will that fails, fails on one of them. But the ground that catches the most valid wills
Both jurisdictions give a six-year period and a two-year period for statutory warranties, and they divide them on different questions. New South Wales asks how serious
What a director of an Australian company actually owes, what falls due each year, and where the personal exposure sits. The four general duties run to
There are six things you can do about an unpaid invoice and they only work in one order. This sets out what each step is actually
A modern award applies to an Australian employee because of the work performed, not because of the employment contract or the salary. Paying well above the
A defective arbitration clause is usually salvageable in Singapore. The Court of Appeal will give effect to a clear intention to arbitrate even where the clause
A negligent adviser does not answer for everything that follows from the advice. Where that limit belongs inside a negligence claim has never been settled across
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,
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
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
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
Arbitration Finality: Protecting Your Award from Arbitrator Overreach in Singapore Arbitration is chosen by commercial parties primarily for its promise of a final, binding resolution. However,
In commercial law, the right to arbitrate is often treated as an absolute shield. However, Singapore’s courts have recently clarified that this shield is surprisingly fragile.
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
How European Cybersecurity Laws affect your digital product The European market offers huge opportunities for software and connected devices—but new rules are coming that will affect
Doing Business in Vietnam: The Executive’s Guide to Commercial Arbitration (2026 Edition) For foreign investors, Vietnam is a land of immense opportunity—and distinct legal nuances. As
Offering (digital) products to the EU market? This is what you should know Entering the European market offers significant opportunity, but it also comes with an
A shareholders agreement is a contract between the people who sign it, and that is both its strength and its limit. It will not undo a
The Position Paper in Mediation: A Strategic Guide to Persuasion and Resolution In the landscape of dispute resolution, the journey from adversarial litigation to collaborative mediation
Exporting Goods from Australia Struggling with the complexities of exporting goods from Australia? With a sea of documents, licenses, and procedural steps to navigate, it can
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
How to incorporate and register a Company in Australia
Understanding Small Business Restructures: A Comprehensive Guide for Asset Transfers
The idea is captivating: a brand-new home, built just for you. Buying a property off-the-plan can feel like the perfect way to step into a modern
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
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
From 9 January 2025, all landlords in the Australian Capital Territory (ACT) leasing unit title properties will be legally required to provide a Unit Title Rental
Erfahren Sie, wie die Nachgenehmigung beim Grundstückskauf funktioniert und welche Schritte notwendig sind, wenn eine Partei beim Notartermin fehlt. Von den rechtlichen Grundlagen bis zu den
In a significant move towards enhancing privacy protections, the Australian Government has introduced the Privacy and Other Legislation Amendment Bill 2024. These reforms are designed to
In today’s interconnected world, Australian residents increasingly hold assets abroad or plan to leave their domestic assets to beneficiaries in other countries. This scenario, while common,
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
What an Australian subsidiary of a German group must show about the prices it charges its parent, when the records have to exist, and what follows if they do not.
The formal requirements are short and almost every homemade will that fails, fails on one of them. But the ground that catches the most valid wills is not a defect at all: it is
Both jurisdictions give a six-year period and a two-year period for statutory warranties, and they divide them on different questions. New South Wales asks how serious the defect is. The ACT asks which part
What a director of an Australian company actually owes, what falls due each year, and where the personal exposure sits. The four general duties run to about a page of the Corporations Act. The
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