http://www.cleardocs.com/clearlaw/business-structuring/index.html ClearLaw articles Nickel-and-Dimed-When-Contract-Variations-Dont-Need-Everyones-Signature <p>A recent case in the Western Australian Supreme Court of Appeal<a href="#_ftn1" name="_ftnref1">[1]</a>, the ‘Mirabela Nickel’ case, addressed a common question for anyone dealing with multi-party contracts: does every party need to agree to a contract variation, or can some parties change their mutual obligations without the others?</p> <p>The Court of Appeal held that, subject to limitations, a sub-set of parties to a multi-party agreement may be able to alter their rights and obligations under the agreement as between themselves.</p> <p>This article will provide an overview of the Mirabela Nickel decision and Court of Appeal’s reasoning on when contract variations can occur without unanimous consent. This decision - and the principles it sets out - is especially relevant for anyone involved in drafting, negotiating, or managing, multi-party commercial contracts.</p> Thu, 30 Oct 2025 03:16:27 GMT Nick Brewin, Maddocks Lawyers 1102 Merger-rules-to-be-re-shaped-in-major-reforms <p>On 10 April 2024, Treasurer Jim Chalmers announced the biggest reforms to Australia's company merger regime in 50 years. According to the Treasurer, these reforms will create a 'faster, stronger and simpler merger system' which will drive productivity and growth in the Australian economy. The reforms are intended to come into effect on 1 January 2026.<a href="#Ref1">[1]</a></p> <p>The proposed changes will introduce a compulsory merger regime to be overseen by the Australian Competition and Consumer Commission (ACCC). Under the new regime, merger parties will need to notify and seek clearance from the ACCC to proceed with a merger if monetary and market share thresholds are met. The ACCC will be able to expediate run-of-the-mill mergers within 15 working days and will target mergers requiring greater scrutiny.</p> <p>While the specifics of the reform package are still to be fleshed out, it is apparent that merging parties will face increased administrative burden, high regulatory fees (up to $100,000) and the possibility of drawn out timelines. Unlike the current regime, significant penalties will apply if parties fail to notify the ACCC of the merger and the ACCC will have the power to suspend mergers from proceeding while they are under review.</p> <p>This article will outline the key reforms proposed by Treasury. It will also summarise the key considerations you should be aware of if you are contemplating a merger from 1 January 2026 and what you can do to begin preparing now.</p> Tue, 11 Jun 2024 00:11:26 GMT Tristram Feder, Maddocks Lawyers 691 spotlight-abn-entitlement <p> The <a href="https://www.ato.gov.au/Tax-professionals/Newsroom/Your-practice/Reviewing-recent-ABN-registrations/">ATO recently announced</a> it will review the entitlement of recently issued ABNs. The Australian Business Register (<b>ABR</b>) receives a high number of ABN registrations per month and wishes to ensure ABNs are only being issued where there is an entitlement. </p> <p> Cleardocs has been arranging ABNs on behalf of customers for some months now. The ATO's eligibility criteria for ABNs for companies, trusts and SMSFs are outlined on the <a href="https://www.cleardocs.com/">Cleardocs website</a> and I revisit them below. </p> Tue, 29 Nov 2016 00:18:03 GMT Cassandra Townsend, Thomson Reuters 469 why-partnership-agreement <p>So, you're starting a business. You have a vision, a business partner and you're bright eyed.</p> <p>You and your business partner have agreed in principle how the business will be run. For any other matter, you'll deal with it as it arises. Good idea? Probably not.</p> <p>It is essential for you and your business partner to document your arrangement from the beginning — to cover the positive (like distribution of profits), the not so positive (dispute resolution) and the everyday running of the business.</p> Tue, 28 Jun 2016 01:11:37 GMT Cassandra Townsend, Thomson Reuters 453 unfair-contract-protection <em>There's less than 260 days until the start of the new 'small business' unfair contract terms legislation (the <b>Act</b>). If you haven't already started reviewing your existing processes and contracts to ensure that they comply with the new legislation, then you're well advised to do so as soon as possible.</em> Thu, 25 Feb 2016 23:19:38 GMT Kate Latta, Maddocks Lawyers 443 new-business-added-protection Brand protection strategies, such as registering trade marks, can be a critical ingredient in the recipe for success for start-ups and new business ventures. A registered trade mark can also be an important business asset that businesses can deal with in a number of different ways, including selling and licencing the mark. Wed, 28 Oct 2015 00:51:55 GMT Susannah Stanford, Maddocks Lawyers 435 director-penalty-notice-regime <p> Company directors are facing increased obligations and responsibilities across a range of fronts. Recent amendments to the "Director Penalty Notice Regime" strengthen directors' obligations to cause their company to comply with its liability to pay certain company liabilities. The amendments expand the regime to include liabilities to pay superannuation guarantee amounts and remove the ability for directors to extinguish personal liabilities to pay penalties where the penalty has remained unpaid and unreported for more than 3 months. </p> <p> This article reviews some of the fraudulent practices carried out by directors in attempting to avoid liability, and looks at the long overdue reforms set to change the industry and the personal liability of a director forever. </p> Wed, 29 Aug 2012 00:47:51 GMT Mark Tierney, Executive Lawyer, Bartier Perry 346 adjusting-gst-on-merger <p>On 28 September 2011, the ATO released a draft GST Determination (GSTD 2011/D3) dealing with whether GST on services acquired in relation to a proposed merger and acquisition can be adjusted if the merger or acquisition does not go ahead as planned. The relevant law is in s 129-40 of the GST Act.</p> <p>The determination states that an adjustment is allowed if certain differences arise between acquiring and applying the service.</p> Thu, 27 Oct 2011 05:02:00 GMT Jane Tu, Thomson Reuters 308 254T-corporations-act <p>The law about when a company can pay a dividend has recently been changed. A new test has now replaced the requirement that companies must pay dividends only out of profits. Cleardocs has recently updated the company constitution it provides to reflect the law's new flexibility.</p> <p>You can use Cleardocs to arrange an up to date constitution for a “Pty Ltd” company.</p> Wed, 25 Aug 2010 05:28:03 GMT Robert Green 268 changes-franchising-code-of-conduct <p>Under the new changes to the Franchising Code of Conduct, franchisees will be entitled to more information about the risks of entering into Franchise Agreements. This should help them to make more informed decisions.</p> <p>Although the additional disclosure obligations for franchisors are not onerous, they do require franchisors to update their documents before 31 October 2010.</p> Wed, 25 Aug 2010 00:18:25 GMT Kate Hocking 266