http://www.rostroncarlyle.com/corporate-lawyers-brisbane.htmlRostron Calyle Legal Publicationen-auCopyright Rostron Carlyle Solicitors The unfair contracts Regime (Regime) comes into effect on 1 July 2010 as a result of the Trade Practices Amendment (Australian Consumer Law) Bill (Bill) which received Royal assent on 15 April 2010. The effect of the Regime is that terms in standard form consumer contracts (Consumer Contracts) may be declared void. This may affect many Australian businesses that sell products or services to consumers online. http://www.rostroncarlyle.com/legalarticles/unfair-contracts-regime-issues-for-form-contract-issuers.htmlhttp://www.rostroncarlyle.com/legalarticles/unfair-contracts-regime-issues-for-form-contract-issuers.html In late 2009 the Commonwealth Government introduced the Personal Property Securities Act 2009 (Act), the purpose of which was to introduce a national regime for the registration of security interests over personal property. Whilst the Act has been passed the Personal Property Security Register will not come into effect until 1 May 2011 so it is important to understand the changes that will occur so that you have systems in place to ensure that you are not adversely affected.http://www.rostroncarlyle.com/legalarticles/corporate-law-articles/retention-of-title-clauses-loose-effectiveness.htmlhttp://www.rostroncarlyle.com/legalarticles/corporate-law-articles/retention-of-title-clauses-loose-effectiveness.html In the case of Sons of Gwalia Ltd v Margaretic [2007] HCA 1 (Sons of Gwalia) the High Court held that shareholders’ whose losses arose because of a company’s inadequate disclosure or misrepresentation would rank equally with the debts of unsecured creditors, thus raising the status of aggrieved shareholders to those of unsecured creditors on liquidation.http://www.rostroncarlyle.com/legalarticles/corporate-law-articles/sons-of-gwalia-to-be-reversed-by-legislation.htmlhttp://www.rostroncarlyle.com/legalarticles/corporate-law-articles/sons-of-gwalia-to-be-reversed-by-legislation.html Employers need to provide Fair Work Information Statement (FWIS) as part of the National Employment Standards (NES) created under the Fair Work Act 2009 (Cth) (Act). As of 1 January 2010, the NES will apply to all employees covered by the national workplace relations system, regardless of the applicable industrial instrument or employment contract. Terms in awards, agreement and employment contract that exclude or provides for an entitlement less than the NES will have no effect. A contravention of a provision of a NES may result in penalties of up to $6,600 for an individual and $33,000 for a corporation. http://www.rostroncarlyle.com/legalarticles/corporate-law-articles/fair-work-information-statements-required-1-January-2010.htmlhttp://www.rostroncarlyle.com/legalarticles/corporate-law-articles/fair-work-information-statements-required-1-January-2010.html Shareholders may seek a wide range of remedies in circumstances where the controllers of a company unfairly misuse their positions of power or breach their duties. The oppression remedy in Part 2F.1 of the Corporations Act 2001 (Cth) (the Act) provide an important safeguard for shareholder rights. It is usually used in conjunction with an application for winding up on the grounds that it is just and equitable under s 461 of the Act.http://www.rostroncarlyle.com/legalarticles/corporate-law-articles/shareholder-oppression-explained.htmlhttp://www.rostroncarlyle.com/legalarticles/corporate-law-articles/shareholder-oppression-explained.html A Cooperative is an association of people who join together voluntarily to meet common objectives through a jointly owned and democratically controlled entity. It may be trading or non-trading and may provide goods or services to its members or the public. At first glance a Cooperative may appear to be similar to an Unlisted Public Company, but significant differences exist. http://www.rostroncarlyle.com/legalarticles/corporate-law-articles/cooperative-structure-fact-sheet-queensland.htmlhttp://www.rostroncarlyle.com/legalarticles/corporate-law-articles/cooperative-structure-fact-sheet-queensland.html A company is generally seen as giving financial assistance if it gives something needed to carry out a transaction or something in the nature of aid or help. A financial assistance whitewash is a procedure that involves obtaining shareholder approval of the financial assistance, the subsequent notices and ASIC lodgements as described in the Corporations Act at sections 260A to 260E.http://www.rostroncarlyle.com/legalarticles/corporate-law-articles/financial-assistance-whitewash.htmlhttp://www.rostroncarlyle.com/legalarticles/corporate-law-articles/financial-assistance-whitewash.html Do your public documents have your Australian Company Number (ACN) on them? Surprisingly, many businesses are not complying with the section 88A of the Corporations Act 2001 (Cth) (Act) by omitting their ACN from their public documents.http://www.rostroncarlyle.com/legalarticles/corporate-law-articles/is-your-companies-acn-on-your-public-documents.htmlhttp://www.rostroncarlyle.com/legalarticles/corporate-law-articles/is-your-companies-acn-on-your-public-documents.html A listing of an entity's securities on the ASX may be the "holy grail" for many business owners, but the process is characterised by a plethora of legal and regulatory requirements imposed by both the ASX Limited (ASX) and the Australian Securities and Investments Commission (ASIC).http://www.rostroncarlyle.com/legalarticles/corporate-law-articles/financial-thresholds-for-listing-on-the-asx.htmlhttp://www.rostroncarlyle.com/legalarticles/corporate-law-articles/financial-thresholds-for-listing-on-the-asx.html On 7 September 2009, the Senate Economics Legislation Committee released its Final report the Rudd Governments Corporations Amendment (Improving Accountability on Termination Payments) Bill 2009 (Bill) aimed at reducing excessive executive termination benefits. The current provisions of the Corporations Act 2001 (Cth) (Act) allows for termination benefits of up to 7 times a Director’s total annual remuneration package before shareholder approval is required. Additionally, only company directors’ termination benefits are subject to shareholder approval. If the bill is passed, this will be dramatically reduced.http://www.rostroncarlyle.com/legalarticles/the-end-of-the-golden-handshake.htmlhttp://www.rostroncarlyle.com/legalarticles/the-end-of-the-golden-handshake.html Defending a defamation claim can be an expensive and time consuming, not to mention a potentially humiliating experience. The following are 12 tips to help avoid or at least reduce the potential of being sued...http://www.rostroncarlyle.com/legalarticles/12-tips-to-avoid-the-potential-of-being-sued-for-defamation.htmlhttp://www.rostroncarlyle.com/legalarticles/12-tips-to-avoid-the-potential-of-being-sued-for-defamation.html It’s everyday business practice in Australia to ask for a ‘quote’ before engaging a contractor or supplier to perform work. The question is whether or not the quote amounts to an offer that is capable of acceptance by the recipient and therefore binding on the provider of the quote. Guidance on this issue was provided by Bergin CJ in the case of Megalift v Terminals [2009] NSWSC 324.http://www.rostroncarlyle.com/legalarticles/is-a-quote-a-binding-offer-lessons-from-megalift-and-terminals-2009-NSWSC-324.htmlhttp://www.rostroncarlyle.com/legalarticles/is-a-quote-a-binding-offer-lessons-from-megalift-and-terminals-2009-NSWSC-324.html You appoint a trustee in bankruptcy and you find that the bankrupt was the trustee of a discretionary trust. What issues need to be considered? Can the Trust assets be attacked? A trustee is liable for the debts of the trust, that it has incurred for and on behalf of the trust. A trustee of a discretionary trust has the right to be indemnified, out of the assets of the trust, for liabilities it has incurred for and on behalf of the trust. It is important then to distinguish between the following:http://www.rostroncarlyle.com/legalarticles/attacking-trust-assets.html http://www.rostroncarlyle.com/legalarticles/attacking-trust-assets.html Widely reported Gen-Y internet tycoon Daniel Tzvetkoff (Tzvetkoff), is being sued by former co-director Salvatore Sciacca (Sciacca) according to a claim filed in the Supreme Court in Brisbane on 7 July 2009. Tzvetkoff made headlines earlier this year for his $A28 million dollar real estate purchase from Tony Smith, founder of Breakfree, and his investment in the nightclub, Zuri, located in Brisbane's Fortitude Valley. http://www.rostroncarlyle.com/legalarticles/sciacca-v-tzvetkoff-and-bt-projects.htmlhttp://www.rostroncarlyle.com/legalarticles/sciacca-v-tzvetkoff-and-bt-projects.html A trust is a relationship where a person (the Trustee) is under an obligation to hold property for the benefit of other persons (the Beneficiaries). The terms of the obligation are defined by the terms of the Trust Deed entered into between the Trustee and the Settlor.http://www.rostroncarlyle.com/legalarticles/what-is-a-discretionary-trust.htmlhttp://www.rostroncarlyle.com/legalarticles/what-is-a-discretionary-trust.html The Australian Government's Foreign Investment Policy (Policy) generally regards investment by foreigners positively, subject to certain restrictions imposed by the Foreign Investment Review Board (FIRB)http://www.rostroncarlyle.com/legalarticles/what-restrictions-apply-to-foreign-investment-in-Australia.htmlhttp://www.rostroncarlyle.com/legalarticles/what-restrictions-apply-to-foreign-investment-in-Australia.html In many cases, there are few exact requirements for minutes of Director's meetings. There are however different obligations imposed on different entities that may affect the content of the minutes. The following non-exhaustive list of statutory and contractual requirements - collectively described as (surrounding legal obligations) may impact on the content of minuteshttp://www.rostroncarlyle.com/legalarticles/format-for-minutes-of-directors-meetings.htmlhttp://www.rostroncarlyle.com/legalarticles/format-for-minutes-of-directors-meetings.html The Corporations Act 2001 (Cth) (the Act) has largely codified the common law in respect to the duties that directors have to the companies they manage. The Act includes the following sections that provide guidance to directors in discharging their obligations:http://www.rostroncarlyle.com/legalarticles/directors-duties-in-the-corporations-act-2001.htmlhttp://www.rostroncarlyle.com/legalarticles/directors-duties-in-the-corporations-act-2001.html Organisational policies are commonplace. The question is whether employees are bound by their terms and whether organisations would like them to be bound. Whist every case needs to be decided on its own facts, the case of Peter Willis v Health Communications Network Ltd (No 2) [2008] NSWCA 2 (8 February 2008) (HCNL) provides guidance on this issue.http://www.rostroncarlyle.com/legalarticles/organisation-policies-and-the-contract-of-employment.htmlhttp://www.rostroncarlyle.com/legalarticles/organisation-policies-and-the-contract-of-employment.html Unfortunately, too many new small businesses fail within a very short period of time, often with disastrous personal losses to the owners.http://www.rostroncarlyle.com/legalarticles/buying-or-establishing-a-small-business-in-queensland.htmlhttp://www.rostroncarlyle.com/legalarticles/buying-or-establishing-a-small-business-in-queensland.html The case of Australian Securities and Investments Commission v Macdonald (No 11) [2009] NSWSC 287 (ASIC v Macdonald) decided in the New South Wales Supreme Court, highlights the importance of strict adherence to the requirements of the Corporations Act 2001 (Cth) when preparing minutes of Directors’ meetings (Board Meetings) in order for them to be relied upon as evidence. http://www.rostroncarlyle.com/legalarticles/the-importance-of-circulating-and-filing-minutes-of-directors-meetings.htmlhttp://www.rostroncarlyle.com/legalarticles/the-importance-of-circulating-and-filing-minutes-of-directors-meetings.html