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Has Australia just banned ICOs? - Sep 2017

The Australian Securities and Investment Commission (ASIC) yesterday issued a press release and guidance for those considering launching an Initial Coin Offering (ICO/Token Sales). Given the ease with which an ICO (also known as a Token Sale) can be launched, and the huge amounts raised to date (USD$2.115 billion this year alone) this guidance has been eagerly awaited from ASIC. 
Partner, Mike Bacina discusses.

Boart: a landmark decision for reconstructions - Sep 2017

On 1 September 2017, Boart Longyear Limited (Boart), successfully implemented the reconstruction of its US law governed debt using Australian creditor schemes of arrangement (Schemes).

This is a landmark case that will influence Australian corporate reconstructions for years to come.

The case involved approval by the NSW Supreme Court and recognition by the US Bankrupcty Court under Chapter 15 of the US Bankruptcy Code, ensuring cross border effectiveness for the reconstruction. 

Mark Williamson, partner, and Chris Lyons, senior associate, discuss this landmark decision.

27 October commencement for franchisor liability under “vulnerable worker” workplace laws – What can we learn from franchisor “joint employer” liability in the United States - Sep 2017

As is often the case in franchising, Australia is following the lead of the United States and introducing laws to make franchisors responsible where franchisees have contravened the employment laws.  The new test commencing on 27 October 2017 introduces liability for contravention of employment laws where the franchisor knew or reasonably should have known about the franchisee’s conduct, but did not take reasonable steps to prevent it.

Franchisors in the US have had similar responsibilities for over 30 years, albeit in 2015 a more onerous standard has applied.

Due to events in recent years in the US, this issue of joint responsibility was the topic of much debate at the International Franchise Association conference earlier this year. 

Unlocking cryptocurrency token sales - Sep 2017

If it walks like a financial product, looks like a financial product and quacks like a financial product…

  • Token sales (also known as Initial Coin Offerings) offer a new form of fundraising which involve an exchange of fiat currency (US or Australian dollars for example) for a digital token. The sales are proving immensely popular with high risk investors.
  • Digital tokens generally fall within the category of either protocol tokens (such as Bitcoin) where the token itself has intrinsic value, asset-backed tokens (such as The DAO tokens) where a token holder is entitled to a real underlying asset, or access tokens (such as Golem) where tokens are used to access a network, often which has not yet been built.
  • There is a risk of token sales falling under securities law regulations, in addition to potential GST issues under the ‘Netflix tax’, which create uncertainty for businesses looking to harness this new source of potential funding.

Smart contracts in Australia: just how clever are they? - Aug 2017

Lawyers in practice today live in a world of ongoing disruption. As automation,  artificial intelligence and blockchain technology assists in reducing the costs of business transactions and increases the reliability of record keeping, the adoption of smart  contracts is an opportunity for lawyers to help their clients improve efficiency and to reduce the scope for disputes, and a challenge for lawyers who do not stay abreast of this area.

When a franchisee sells – what franchisors need to look out for - Jul 2017

As a franchisor, there are a number of pitfalls to look out for when a franchisee sells.  Some have always been there whilst others have arisen as a result of the introduction of the current Franchising Code of Conduct (Code) at the start of 2015. Andrea Pane, Partner discuss.

Franchising – Recent Actions by the ACCC - May 2017

Recent action by the ACCC against Domino’s and Ultra Tune signals a clear warning to franchisors that the ACCC is intent on enforcing compliance with the Franchising Code of Conduct  (‘Code’). In both cases, the ACCC has emphasised the importance of franchisors providing franchisees with accurate and timely information. Andrea Pane, Partner and Jamin Li, Law Graduate discuss.

Could you be personally liable for your involvement in the business decisions of a company? Shadow and De facto Directors explained - Apr 2017

Shadow and De facto Directors are legitimate types of Directors subject to the same duties, responsibilities and therefore, liabilities, as any company Director. Anyone in a position to make, influence, or guide company or board decisions (with some exceptions) is at risk of being found to be a Shadow Director or De Facto Director and could be subject to fiduciary, common law and statutory Director’s duties. Tim Capelin, Partner and Laura Spalding, Lawyer seek to clarify these concepts and provide some guidance in approaching this issue.

Bank Guarantees and Insurance Bonds in Construction Contracts: What’s the difference? Are they as good as cash? - Apr 2017

Yes, if the judge says so, but it depends upon which judge is allocated to make the decision and on subtleties of language in the underlying contract and whether the judge thinks the beneficiary is acting unfairly.” [1] 

This article covers the practical differences between these different forms of security and explores circumstances by which a call on security may be prevented. Ted Williams, Partner and Marya Atmeh, Lawyer discuss.

New tax for foreign retailers supplying goods to Australian customers - Feb 2017

Last week legislation was introduced into Parliament which if passed will see many offshore retailers now liable for GST in Australia. Under the proposed measures, GST will be levied against foreign suppliers who sell low value goods (being goods with a customs value of AUD$1,000 or less) into Australia.

The measures are intended to provide competitive neutrality for domestic retailers who have historically been at a disadvantage against foreign retailers selling equivalent goods online to Australian customers exclusive of GST.

If passed, the new measures will take effect from 1 July 2017. The amendments will coincide with the introduction of GST on inbound intangibles (i.e. the ‘Netflix tax’) also due to commence on 1 July 2017. 

Will Fennell, Special Counsel, provides a summary of the proposed measures.

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