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DOQ17 v Australian Financial Security Authority (No 3) [2019] FCA 1488

FAMILY LAW AND CHILD WELFARE – where orders made by Family Court on application by the trustee in bankruptcy setting aside earlier consent orders transferring former husband’s interest in the matrimonial home to the applicant and vesting the property in trustees for sale – where applicant sought to undertake collateral attack on Family Court decision – where notation on Family Court orders that judgment is published under a pseudonym approved under s 121, Family Law Act 1975 (Cth) – where unredacted orders uploaded onto Register pursuant to s 86, Real Property Act 1900 (NSW) and attached to contract for sale of the property – where names of parties to Family Court proceedings disclosed in professional papers published by solicitor – where adverse findings against applicant in the Family Court proceedings (the judgment information) potentially discoverable by members of the public searching internet as a result of disclosure of applicant’s name – where s 121 qualifies the principle of open justice – where s 121 facilitates the administration of justice in the public interest – whether s 121 creates a statutory cause of action sounding in damages – consideration of relevant principles for determining whether an action lies for breach of statutory duty – where cause of action for damages for breach of s 121, Family Law Act devoid of merit
HUMAN RIGHTS – Privacy – whether Part 8 Privacy Act 1988 (Cth) creates a right of action for breach of a National Privacy Principle – whether Family Court orders constitute “personal information" about the applicant within s 6, Privacy Act -where respondents not subject to National Privacy Principles – where no private cause of action for breach of a National Privacy Principle – where inappropriate vehicle to consider any possible development of a tort of privacy
TORTS – where applicant alleged breach of equitable obligation of confidence owed by trustees in bankruptcy and for sale, the solicitor acting for the trustees in the sale of the property, and the real estate agent – discussion of the requirements for an action in breach of confidence – whether the applicant’s name and judgment information lacked the necessary quality of privacy or confidentiality – whether information communicated in circumstances importing an obligation of confidence – whether information "used" in any relevant sense – claim for damages for breach of confidence dismissed NEGLIGENCE – where applicant alleged breach of duty of care by each respondent – where Civil Liability Act 2002 (NSW) is applied as federal law by operation of s 79, Judiciary Act 1903 (Cth) – whether applicant established that a person of "normal fortitude" might suffer a recognised psychiatric illness within the meaning of s 32, Civil Liability Act if reasonable care not taken – where extreme or idiosyncratic response to discovery of disclosure of information – whether implying a duty of care would be inconsistent with fiduciary duties owed by the solicitor to the trustee client – whether duty of care would conflict with the statutory powers and duties imposed on Registrar-General read in the context of the purpose of maintaining the Register and no-fault compensation scheme under the Real Property Act – where exclusion of liability in s 146, Real Property Act – whether any evidence of causation – where action in negligence dismissed PRACTICE AND PROCEDURE – where applications for adjournment of hearing dismissed

Tax Consequences to Consider When Capital Raising

Finding enough of the right people to invest in your startup is undoubtedly a relief. This is the first step in the investment cycle, but likely the hardest one. Now your attention must turn to a number of considerations, in particular, the tax consequences. The last thing you want is either you or your investor being hit with an unexpected tax bill. This article will discuss when capital raising may trigger adverse tax consequences and how best to structure your capital raises. 
Check Who Legally Owns Your Company
If you are raising money from an investor, you will need to check who legally owns your company. To legally own all or part of a company, you must hold shares in that company. You may think that you and your co-founders own the company, but public records may not reflect this. Often this is because you either: 

did not enter into the correct documents when you issued shares;
did not enter into the correct documents when you set up the company; or
have not notified ASIC about changes to shareholdings. 

Here are some common differences between what founders think and what the public records say: 

What Founders Think 
What the Records Show 

“I own my shares through my family trust.”
You own your shares in your personal capacity.

“My co-founder and I own the company 50:50.”
Only one of you is a shareholder in the company.

“I own 75% of my company, and my co-founder owns 25%.”
 There is only one share on issue, and one of you hold it.

If there are any differences between who legally owns your company, and who you think owns your company, this is an issue. This issue must be solved before you can raise money from investors. If possible, you should resolve this issue well before you begin the raise. You may need to transfer existing shares between shareholders or issue new shares using the correct legal processes. Completing these steps may have tax consequences. The closer you get to the raise, the more significant the possible tax consequences. 
Transferring Shares
As discussed above, the shares in your company may not be held by the people you thought held them. If this is the case, you may need to transfer those shares to the correct person. The transferee of the shares (i.e. the person receiving the shares) should ideally pay you or the relevant transferor market value for the shares.
The transferor will then be taxed on the amount it is deemed to have received. This is regardless of the amount actually received. That is, even if the transferor did not actually receive that amount, they will still be charged the amount they are deemed to have received. This is because even if the transferor receives less than market value for the shares, the ATO may still deem the transferor to have received market value for those shares (and therefore tax them on this market value). 

For example: 

you hold 100 shares in your company with a current market value of $1 each ($100 total);
you transfer those shares to your family trust. Your family trust trustee pays you $90 for the shares; and 
even though you only received $90, you will be deemed to have received $100 for transfer of those shares as this is market value. 

If your company has a low market value, you can transfer at this low market value. The difficulty for many startups is determining what its market value is. If your company is not making any money and does not have many assets, you may be able to justify a low value. However, if you are bringing on external investors, your company’s value will go up. This causes problems for any share transfers you make just before raising money from external investors. It suggests that the market value may not have been as low as you stated when you did the share transfer. 
How Do I Know if I Am Selling My Shares at Market Value?
The best way to approach calculating what the market value for your shares is to think about it from the ATO’s perspective.

Let’s say you are successful enough to raise money at a value which is ten times the current share price. One week, you’re transferring shares at a market value of $1 per share. The next week an external investor values your company at $10 per share. This will raise questions as to whether your company is really worth only $1 per share the week before.

You will need to be prepared to explain to the ATO how you arrived at the significantly lower market value for the share transfer carried out just before your capital raise. If you are unable to convince the ATO, the ATO may decide that the actual market value of your shares at the time of the share transfer should be the price paid by your external investors. This can be a huge problem depending on what your external investor valued your company at. If your external investors paid a price of $10 per share, but you transferred 100 shares at $1 per share, then you may be taxed on an extra $900. This is even if you have not received that $900 for the shares. 
In these circumstances, it is best to get an independent valuer to value your company just before you transfer. That way, if the ATO starts asking questions about how you came to the lower valuation, you can point to that independent valuer report. This assumes that the low valuation reflects the market value at the time. You can perform your own calculations to value the shares but this may be riskier depending on your expertise. 
Issuing Securities at Different Prices at the Same Time
Before raising money from investors, you may want to issue you and your co-founders with more shares. You may also be thinking of issuing shares to other people who have contributed to your business, including advisors, employees and contractors. It is important to be aware that the same tax consequences for share transfers apply to share issuances. If you are issuing shares, you need to issue them at market value. Otherwise, there may be adverse tax consequences. 
If you are about to raise money from external investors, your company’s market value is about to increase. If you issue shares to some people for a low or nominal value just before issuing shares to external investors at a much higher price, this may cause tax issues. Similar to the share transfer example, the ATO will question how the market value of your company could have been so low at one point, and then suddenly so high. 
One option is to get an independent valuer to value your company just before you issue any shares. That way, if the ATO starts asking questions about how you came to the lower valuation, you can point to that independent valuer report. 
Issuing Shares to Directors, Employees or Contractors
If you are issuing shares to directors, employees or contractors to the business, an alternative is to issue them with shares or options to purchase shares under an employee share scheme. If certain eligibility criteria are met, the individual receiving the options or shares will receive tax concessions. Options can be far more tax effective than shares if you qualify for the relevant concessions.
First, you can grant the options for no upfront cost. Secondly, the exercise price for the options may be determined using one of the ATO’s valuation methods. The exercise price is the price to acquire a share under the option. One of these is a net tangible assets test. To use the net tangible assets test, you must satisfy certain eligibility criteria. As most startups have few tangible assets, the net tangible assets test should allow your startup to grant options at a nominal exercise price without any adverse tax consequences. This is regardless of whether you are issuing shares to investors at a higher value.
Key Takeaways
Raising capital for your startup is an exciting process. However, there are a few key considerations you should keep in mind before the raise. You should ensure that you: 

and any others legally own the company in the way you think you do, with the right people having the right shareholdings;
complete any share transfers or share issuances you may need to complete before your raise at market value;
have evidence of how you calculated the market value for any share transfers or share issuances you will complete close to the raise; and
have considered the use of an employee share scheme if you want to issue shares for low or nominal value to staff.

If you have any questions about the capital raising process, get in touch with LegalVision’s capital raising lawyers on 1300 544 755 or fill out the form on this page. 

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What Are Undertakings in a Loan Agreement?

When entering into a loan agreement, a borrower often has to agree to do more than make monthly repayments. Undertakings are one of the most common ways that these additional obligations are added to a loan contract. You should read any undertakings carefully before entering into a loan contract to make sure that you can comply with them. There are often very serious consequences if you cannot comply, including termination of the loan agreement. This article will explain what undertakings are and what can happen if you do not comply with them.
What Is an Undertaking?
At its most basic level, an undertaking is a promise. However, it is a promise that has very serious consequences if broken. That is because lenders use undertakings as a way of ensuring that their risk remains at an acceptable level. 
Generally, there are three types of undertakings: 

positive undertakings;
negative undertakings; and
financial covenants.

Positive Undertakings
Positive undertakings are promises to do specific things. This could be at a specific time or at the request of the lender. Positive undertakings usually relate to providing information or providing and maintaining security for the loan. The reason that lenders ask for positive undertakings is so that they can monitor their risk exposure and ensure that they have adequate security in place. 

For example, a lender may want to ensure that a customer’s house is insured. That way, they can still recover money from the insurer if the house burns down.

You should ensure that you are able to take any required action in the correct way and within the required timeframe. For example, if it takes you a few months to put together your annual forecasts, you should not undertake to provide them to the lender before they are ready.
Examples of positive undertakings

providing information about the financial position of the borrower annually or on request;
insuring and maintaining any secured property;
operating in accordance with applicable laws; and 
keeping all security interests registered and perfected.

Negative Undertakings
Negative undertakings are promises not to do specific things. Their main purpose is to stop you from taking action that would increase the lender’s risk or make it more difficult for them to recover their money if you default. It is important to make sure that the things that you are promising not to do are within your control. Do not promise that someone else will not do something or make promises about a situation that you have no control over. 
Examples of negative undertakings include a promise not to: 

make the security property a security for any other agreement (for example, by taking a second secured loan over the same house);
sell important assets without the lender’s consent; and 
borrow any further money from a different lender.

Financial Covenants
Financial covenants are positive or negative undertakings relating specifically to a borrower’s finances. Borrowers should exercise particular care to ensure that they are realistic and provide sufficient flexibility for their businesses to operate without breaching any covenants.
Examples of financial covenants include that the: 

lender’s facility will always take priority over the borrower’s other debts;
borrower will maintain a certain loan to value ratio for a secured property; and 
borrower will not declare any dividends or make any other shareholder payments without the lender’s consent.

What Happens if I Don’t Comply?
Usually, failure to comply will be an event of default under the loan agreement. This means that if you break your promise (and cannot fix it within any grace period), the lender will be able to demand immediate repayment of the loan. In addition, they may be able to bring a claim for breach of contract.
Top Tips to Ensure Compliance
Once you have entered into a loan agreement, you should note down and date any important dates relating to undertakings. For example, the deadline for the provision of information or the date for renewal of property insurance. You should also check that entering into your current loan agreement will not violate any undertakings contained in other existing loan agreements.
Key Takeaways
Undertakings are one of the key clauses in a loan agreement, and you should read them carefully before entering into a loan agreement. It is particularly important to make sure that you can comply with each undertaking and that it is within your control. You can take simple steps to ensure that you comply with your loan’s undertakings. For example, diarising important dates and ensuring the undertakings in your existing loan agreements do not clash with your current one. If you have any questions about your loan agreement, get in touch with LegalVision’s banking and finance lawyers on 1300 544 755 or fill out the form on this page. 

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What is a Circulating Resolution and Can My Company Pass One?

The formal process a company takes to approve or make certain decisions is to pass a resolution. When the board or shareholders hold a meeting, they will pass the relevant resolutions at the meeting. Sometimes, it is not practical for company directors or shareholders to hold a formal meeting, but the company may need to make a decision or approve certain actions. However, a company may be able to pass a circulating resolution to approve resolutions without a meeting. This article will discuss circulating resolutions, whether your company can pass one and how you can pass one.
What Is a Circulating Resolution?
A circulating resolution is a written document setting out the resolutions (i.e. decisions or actions) that your company needs to pass or approve. To pass a resolution, the directors or shareholders who need to pass the resolution need to sign it. This way, your company can pass resolutions without holding a meeting. A circulating resolution is passed once the last person who needs to sign the resolution signs it.
Can My Company Pass a Circulating Resolution?
Your company directors can pass a circulating resolution if they sign a document that contains a statement that they are in favour of the resolution set out in the document. The same applies to your company’s shareholders. All the directors and shareholders who sign the circulating resolution must have the right to vote.

This applies to both companies with a single director and companies with multiple directors.

This means that your company’s shareholders can always pass a circulating resolution. However, the rules relating to circulating resolutions of directors is a replaceable rule. This means that whether or not your company’s directors can pass a circulating resolution will depend on your company’s constituent documents. These are your company’s constitution and shareholders agreement. As a result, your company can pass a director’s circulating resolution unless your constituent documents say otherwise. If you do not have a constitution or a shareholders agreement, your shareholders and directors will be able to pass a circulating resolution.
Most companies have a constitution and a shareholders agreement. Some shareholders agreements have a clause outlining the company’s ability to pass circular resolutions. However, it is more common for the company constitution to contain this clause. Company constitutions will often state that companies with more than one shareholder can pass resolutions:

using a circulating resolution; or
through a written instrument signed by all the shareholders entitled to vote on the resolution.

Company constitutions will also contain a similarly worded clause for directors.
How to Prepare and Pass a Circulating Resolution
To pass a circulating resolution, your company will need to prepare a document that sets out the resolutions that your company is seeking to pass. A circulating resolution will typically contain the reasons for the resolution and the resolutions your company is seeking to pass.

For example, if your company is intending to issue shares to an investor as part of a capital raise, the circulating resolution of the directors will usually include the following:

the background information of the raise. This will usually include how much money the company is intending to raise, who the shares will be issued to and how much the investor is paying per share;
the proposed resolution to be passed (in this case, approving the issue of shares to that investor); and
authorisation for the company to enter into the relevant share issuance documents with that investor. For example, a share subscription agreement.

Everyone entitled to vote on the resolution will then need to sign the document. In the case of a director’s circulating resolution, instead of requiring all directors to sign, your company’s constitution may allow a circulating resolution to pass if a majority (50% or more) or special majority (usually, 75% or more) of directors sign the resolution stating that they are in favour of it. However, most of the time, all the directors and shareholders will need to sign a circulating resolution. As a result, you should consider the requirements of your company’s constitution to determine who has to sign.
Key Takeaways
A circulating resolution allows directors or shareholders to pass a resolution in writing, rather than having to hold a meeting. The general rule is that companies may pass a circulating resolution if all the parties that are entitled to vote on the resolution sign that they are in favour of it. Shareholders with the right to vote can always pass a circulating resolution, whereas whether directors can pass a circulating resolution will depend on your company’s constitution and shareholders agreement. If you have any questions about passing circular resolutions, get in touch with LegalVision’s business lawyers on 1300 544 755 or fill out the form on this page.

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Levies: can contributions be varied?

The short answer is yes, but only in extremely limited circumstances, and in practice, it is difficult and highly unusual.
Contributions must be in accordance with unit entitlement
Each year an owners corporation prepares a budget in anticipation of the funds they need to raise in order to cover the expenses of the administration of the owners corporation and funds to maintain the common property, see section 79 of the Strata Schemes Management Act 2015. The owners corporation must levy on lot owners contributions in shares proportional to the unit entitlement of the lot owners’ respective lots. This obligation, which is pursuant to section 83(2) of the Act, is strict, and parties cannot contract out (i.e. make an agreement) of this obligation because it is a statutory obligation. However, there is scope to vary this in three very limited ways.

Contributions may be larger if grater insurance costs

Section 82 of the Act which provides that a lot owner who’s use of a lot causes the owners corporation’s insurance premium to be higher, may make a higher contribution attributable to the insurance premium so long as that lot owner has consented to the higher amount. And in the event parties are in dispute on the issue, an owner or owners corporation may seek and order from the Tribunal that an owners consent has been unreasonably refused.

Interests and discounts

Although it is not strictly a variation of the amount levied on a lot owner, section 85 of the Act provides that owners corporation is to charge 10% simple interest on contributions that are not paid within one month of becoming due and payable. However, the section also allows owners corporation to determine that a contribution is to bear no interest, and further, that if the contribution is paid within the one month, and if the owners corporation have determined it, the owner may pay 10% less of their contribution. Accordingly, the Act provides the owners corporation with some discretion as to the charging of interest on contributions, but not the amount of the contribution itself.

A Tribunal order varying contributions

Section 87 of the Act provides that the Tribunal may order that contributions be paid in a different amount (or by a different method) if it can be shown that the amount levied or proposed to be levied is inadequate or excessive (or the manner of payment is unreasonable). Accordingly, a party must apply to the Tribunal and demonstrate how the levy is inadequate or excessive.
Other ways lot owners may contribute otherwise than in accordance with unit entitlements
Contributions may only be varied by order of the Tribunal because they are demonstrably inadequate or excessive, or only to cover the difference of an insurance premium payable because of the use of a lot. There are three other methods by which owners corporations can receive payments from lot owners:

an owners corporation may strike a “special levy” to raise funds for items that have not been budgeted for. But such funds will still be raised in the same manner as an ordinary contribution that is, on each lot owner in accordance with their unit entitlement.
pursuant to a common property rights by-law or a by-law under section 108 of the Act, a lot owner may agree to pay an amount, either as a one off or an on going amount, to the owners corporation as a term of that by-law; and
If there is an order from either a Court or the Tribunal that affects payment of costs in respect of legal proceedings.

If you would like further information on items raised in this article, please contact Kerin Benson Lawyers.
Written by Gemma Lumley and Allison Benson 10/09/2019

What is the Difference Between a Cap Table and a Members’ Register?

As a startup, you will have a number of important documents and other files in your records. The law requires that companies have some of these documents, while other documents are used for various transactions or other commercial reasons. Two important documents that you will interact with are the startup’s capitalisation table (cap table) and the members’ register. Although many founders believe these are the same, they are different and serve different purposes. This article will explain why a startup cap table and members’ register are important to your startup and how you should be using them.
What Is a Cap Table?
A cap table shows your company’s share structure, including options and other securities which may convert into shares in the company. The startup cap table sets out each shareholder’s percentage ownership in the company. It often shows the percentage ownership both before and after the conversion of any convertible securities such as options. It also shows the number and class of shares each shareholder owns. Usually, a cap table is prepared in an excel spreadsheet or a similar program. This allows you to easily update it as you issue new shares, convert securities and transfer shares.
Importantly, the law does not require you to have a cap table. However, startups commonly use it, and potential investors will almost always ask to see it. A cap table can assist investors to easily understand what the company’s current share structure looks like, and what it will look like following the capital raise. In particular, they will be looking at their percentage shareholding following the capital raise.
What Should a Cap Table Include?
As there are no legal requirements, different startups may include different information in their cap tables. However, there are market standard details that you would expect to see in a cap table.
The cap table will usually show your company’s current share structure. It will usually also include, among others, the following details:

pre-money valuation (the value of your startup before the investment round);
post-money valuation (the value of your startup after the investment round) after taking into consideration your startup’s Employee Stock Option Plan (ESOP) (if relevant);
total investment amount; and
investment price per share.

A cap table allows the startup to project investment and understand the impact of a potential investment on its share structure using several different forecasts.
What Is a Members’ Register?
Similar to a cap table, your startup’s members’ register also shows the details of your startup’s shareholders and the shares they own. However, unlike a cap table, a members’ register will only include information about your company’s actual shares (and not any convertible securities).

For example, options are recorded in a separate register known as the optionholders register.

The law requires your company to have a members’ register. You must also keep the register up-to-date.

What Should a Members’ Register Include?

The law requires that the members’ register must contain specific information for each shareholder. For example, the members’ register must show:

each shareholder’s name and address;
the number and class of shares they own; and
the date when they became a shareholder in the company.

When you close an investment round, you must update the members’ register to reflect the issuance of new shares to each investor. Similarly, when a share transfer occurs in your company, you will need to add the details of the share transfer and the details of the new transferee to the members’ register.
Other information that the members’ register must show and update to keep current include:

the date on which every allotment of shares takes place. This is when a company earmarks new shares to predetermined shareholders;
the number of shares in each allotment;
the number of shares held by each member;
the class of shares held by each member;
the share numbers or share certificate numbers (if any) of the shares;
the amount paid on the shares;
whether the shares are fully paid;
the amount unpaid on the shares (if any); and
whether the shares are held beneficially (e.g. for the sole benefit of the shareholder) or non-beneficially (e.g. on trust for others).

The information contained in a members’ register is similar to the information which must be notified to ASIC when a transaction occurs.
Key Takeaways
While there are many similarities between a startup’s cap table and members’ register, they are quite different. One of the key differences is that a members’ register is required and regulated by law, while a cap table is not legally required. Both a cap table and members’ register will show your startup’s share structure. A cap table assists with future forecasting and modelling. Contrast this to a members’ register which contains information about your company’s current shareholders and their shareholdings. Your startup will need to keep a members’ register up to date. A startup’s cap table and members’ register gives your startup and its investors a comprehensive understanding of the company’s capital structure. If you have any questions about your startup’s cap table or members’ register, get in touch with LegalVision’s capital raising lawyers on 1300 544 755 or fill out the form on this page.

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What Are Lead Investors and What is Their Role in a Capital Raise? 

As a startup raising capital, you will most likely be doing so from more than one investor. Before you finalise and complete the raise, you will need to negotiate the terms of the investment with your investors. When you have multiple investors, the negotiation process can be difficult because of the number of parties involved. To facilitate the negotiation process, startups will usually confine their discussions and negotiate terms with one ‘lead investor’. The lead investor is the investor who initially agrees to the key terms of the deal with the company. They become the representative for all other investors who participate in the round. As a result, it is important to understand the role the lead investor plays when capital raising. This article will explain the role a lead investor plays, why they are important and how you can negotiate with one.
What Is a Lead Investor?
A lead investor is an investor that initially sets the key terms of the capital raise, usually by issuing or signing a term sheet. They are the primary investor and negotiate the transaction documents to ensure they reflect the agreed terms. The terms that you negotiate with the lead investor will apply to all the investors participating in the round.
Usually, a lead investor will be someone who is familiar with capital raises and is a sophisticated and experienced investor. They are often, but not necessarily, the largest investor in the round. Where a venture capital firm is involved in a raise, the firm will usually act as the lead investor. The other investors generally trust that the lead investor knows what they are doing and rely on them to negotiate fair terms. The lead investor will be highly involved in the round and will have a significant amount of responsibility throughout the capital raise process. They will be particularly active when negotiating the round.
The lead investor will usually engage a lawyer to help them with their review of the transaction documents. The other investors may not engage lawyers as they may be happy to rely on the lead investor’s legal counsel. Doing so ensures that the investors’ rights are protected as a whole. Your startup will usually have to cover the lead investor’s legal fees (but not the other investors’).
Why Are They Important?
If you are raising capital from multiple investors in the same round, you will need a lead investor. Your other investors will need to understand the purpose of the lead investor and be comfortable with them leading the round.
Without a lead investor, it would be impractical, if not nearly impossible, to negotiate the terms of a capital raise. If your startup had to negotiate with multiple investors at the same time, you would end up discussing and covering the same items multiple times. You could also end up having to negotiate conflicting terms simultaneously with different investors. Where you have one lead investor, that investor will be responsible for negotiating the transaction documents in the first instance. Once you agree on the documents with the lead investor, the other investors usually undertake a quick review to ensure that everything is per the initial key terms in the term sheet. They will not seek to renegotiate the key terms already agreed on.
How to Negotiate With a Lead Investor
You would negotiate with a lead investor as you would with any normal investor. The only difference is that the lead investor represents all the other investors. The negotiation process for your startup’s negotiations remains the same.
Key Takeaways
When your startup is raising capital from multiple investors in a round, one of the investors, often the largest investor, will act as the lead investor. It is important to have a lead investor when capital raising from multiple investors. The lead investor will set the key terms of the deal with your startup and facilitate the negotiation process by negotiating the transaction documents on behalf of all investors. If you have any questions about the capital raising process, including when dealing with lead investors, get in touch with LegalVision’s capital raising lawyers on 1300 544 755 or fill out the form on this page.

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I’m Raising Capital. Can I Use Multiple Term Sheets?

As a startup founder that is seeking to raise capital, you may have a number of potential investors. Some of these investors may have stronger bargaining power than others, while some may be of greater value to your startup. As a result, there may be times when your startup wants to close some of the investments on different terms. One of the first steps in the capital raising process is usually to sign a term sheet with your investors. Sometimes, you may want to agree on different terms with different investors. This article will explore whether you can do so by using multiple term sheets with different investors.
What is a Term Sheet
The first step in most capital raises is for your startup to agree on a term sheet with the investors. A term sheet is a summary of the key terms of the proposed investment. It includes terms such as:

the valuation of your startup;
the amount of the investment and the total round;
the type of shares your investors will receive (and the rights that those shares will carry) and;
any other key terms that your investors wish to include. For example, key provisions of your shareholders agreement.

Your term sheet will typically be finalised and signed before the longer-form documents (such as a subscription agreement and shareholders agreement) are prepared and signed. The term sheet allows your startup and potential investors to more efficiently negotiate and agree on the key terms of the investment.
If an investment round contains multiple investors, you will usually have one investor who is the ‘lead investor’. The lead investor is the investor who initially agrees on the key terms of the round with your company. Other investors will then decide whether to participate in the round on the same terms or not. The lead investor will then be responsible for negotiating the transaction documents on behalf of all investors. The lead investor is usually a sophisticated and experienced investor, for example, a venture capital company. This provides the other investors with the comfort of knowing that someone with experience is looking after their interests.
Can You Negotiate Multiple Term Sheets?
Your startup should only use one term sheet for each round of capital raising. Your investors should agree on the same terms, with a few exceptions.

For example, your term sheet may provide that only one specific investor (usually the lead investor) has the right to appoint a director. However, the other terms of the investment, such as your company’s valuation and share price, should be the same across all investors.

If your startup attempts to negotiate multiple term sheets on different terms with different investors, there could be a number of issues that may arise. Firstly, you could have different investors acquiring shares at different values simultaneously. Doing this could have adverse tax implications. Importantly, the value of the shares that you are issuing to your investors should reflect the market value of the shares. This also ensures that there are no tax consequences. If you issue shares at different values at the same point in time, some of the share issues could be deemed to have been sold for below market value.
Your startup could also face the difficulty of certain investors demanding certain rights that may conflict with the terms of the other term sheets. For example, a term sheet sets out the key terms of your company’s shareholders agreement, including:

who has the right to appoint a director;
drag-along and tag-along thresholds; and
other decision-making mechanisms.

If different investors are negotiating these rights simultaneously but separately, they could conflict with one another. This would make finalising the shareholders agreement very difficult.
Key Takeaways
Although your startup may wish to negotiate different terms with different investors by preparing different term sheets, you should not do this. Your startup should negotiate one term sheet that is acceptable to all investors in the round. Each investor should agree to the same key terms. You can seek to differentiate between investors by giving some investors greater rights in your startup’s shareholders agreement. However, the overall terms of the investment itself (e.g. your company’s valuation and share price) should be the same. A term sheet is an important step in the capital raising process. It is equally important for your startup and potential investors to ensure that the term sheet is negotiated and agreed on properly. If you need any assistance with your startup’s term sheets, get in touch with LegalVision’s capital raising lawyers on 1300 544 755 or fill out the form on this page.

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The post I’m Raising Capital. Can I Use Multiple Term Sheets? appeared first on LegalVision.

A Religious Discrimination Bill – an overview for employers

On 29 August 2019, the Federal Government released an exposure draft of its proposed Religious Discrimination Bill for public submissions (the Bill). The Bill seeks to establish a Commonwealth Act prohibiting religious discrimination.
 
The Explanatory Memorandum to the Bill states:
“This Bill will introduce comprehensive federal protections to prohibit discrimination on the basis of a person’s religious belief or activity in a wide range of areas of public life, including in relation to employment, education, access to premises, the provision of goods, services and facilities, and accommodation. This will ensure that all people are able to hold and manifest their faith, or lack thereof, in public without interference or intimidation”.
Protected “religious activity” is not specifically defined in the Bill but the explanatory note states that “expression of a religious belief” may be included.
In a similar vein to current Commonwealth discrimination legislation concerning race, sex, age and disability, the Bill prohibits both direct and indirect forms of discrimination as well as victimisation.
Direct discrimination will occur when a person treats, or proposes to treat, another less favourably than someone who does not hold the religious belief in circumstances which are not materially different. Indirect religious discrimination will occur in circumstances where a condition, requirement or practice is broadly imposed which is either unreasonable or disadvantages a person on the basis of their religion.
The debate
The draft Bill has its origins in the Religious Freedom Review headed by Phillip Ruddock. The review was established following debate surrounding the 2017 same-sex marriage legislation, wherein religious groups expressed their concerns that the legislation would prevent them from voicing their beliefs.
Advocates of the Bill argue that it provides much needed protections against religious discrimination in Australia, in line with the other Federal anti-discrimination laws already in place. The Bill will also consolidate the current piecemeal religious discrimination protections offered in some State and Territory legislation and give credence to Australia’s obligations under the International Covenant on Civil and Political Rights.
However, those opposed to the Bill argue that the current legislative framework is sufficient, and that the Bill gives religious groups protections to lawfully discriminate against others. The latter argument is oft-cited, given the Bill’s origins during the same-sex marriage debate. Further, in light of Israel Folau’s unlawful termination claim (which we discussed in an earlier article) others have argued that the proposed legislation seems specifically tailored to providing those in a similar position recourse under Federal anti-discrimination legislation.
What does the Bill mean for employers?
Should the Bill be passed, and subject to any amendments arising from the public consultation process, it will have a number of impacts upon employers.  Private company employers with revenue of at least $50 million in the current or previous financial year, will be most impacted by the legislation.
Company policies
Section 8 of the Proposed Act, dealing with indirect discrimination, contains a prohibition on private company employers with revenue of at least $50 million in the current or previous financial year, imposing an “employer conduct rule” which prevents an employee making a statement of belief outside of work. The imposition of any such conduct rule will be held to be unreasonable and discriminatory and will not be considered an inherent requirement of someone’s employment to be a justified form of discrimination.  The Bill defines an employer conduct rule as a “condition, requirement or practice imposed by an employer on their employees or prospective employees, which relates to dress standards, appearance or behaviour of employees.” Such a condition might be imposed by an employer in a company policy document.
While the Bill provides that an employer can impose such a condition if it is necessary for them to avoid “unjustifiable financial hardship”, this is a very high bar. In proving this, the onus will be on the employer to demonstrate that the condition is necessary.
Notwithstanding, the prohibition against discrimination will not be imposed in circumstances where the statement of belief is malicious, or would harass, vilify, or incite hatred towards another person or group of persons, or would encourage conduct constituting a serious offence.
If the proposed legislation was in force, in cases such as Israel Folau’s, Rugby Australia’s Player’s Code of Conduct may have been held to be discriminatory and unreasonable unless they could prove the following:

the conditions imposed in the Code of Conduct were necessary under the “unjustifiable financial hardship” exception;
the post was made whilst Folau was performing work on behalf of Rugby Australia; or
the post was malicious or would (or was likely) to harass, vilify or incite hatred or violence towards homosexuals.

Accordingly, in applying the “employer conduct rule” provisions to the Folau case, it seems that the proposed legislation could render broadly worded company social media policies discriminatory.
Vicarious Liability
As with other Federal anti-discrimination legislation, employers may be liable for the actions of their employees in contravening the Bill unless it can be demonstrated that the employer took reasonable precautions and exercised due diligence to avoid the discriminatory conduct. Accordingly, it would be prudent for employers to implement programs educating staff about religious tolerance in the workplace in order to limit their liability.
Takeaways
Whilst still in its early stages, the Bill has the potential to restrict the ability for certain employers to influence employee conduct when they are not “performing work”. Moreover, the Bill will bolster the adverse action prohibitions in the Fair Work Act relating to discrimination on the grounds of a person’s religious beliefs.  Since the Bill was released, the Australian Industry Group has called for an overhaul of the draft law before Parliament votes on the legislation. This overhaul is on the basis that businesses need to be able to maintain workplace standards of conduct, and to impose reasonable rules on employees using media platforms, “to prevent their reputations, their brands and other legitimate commercial interests being damaged”.1
Accordingly, we will be watching the progression of the Bill with interest, and if passed, will be recommending that companies review their codes of conduct and associated policies to ensure that they are not at risk of infringing the employer conduct rule provisions, or otherwise allowing for indirect discrimination to occur.

1 John Kehoe, ‘Business Fears Israel Folau Religious Freedom Law‘, Australian Financial Review (Article, 12 September 2019).
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Parties Ordered to Pay their Own Costs of Estate Dispute

In the recent decision of Carter v Brine (No 2) [2016] SASC 36, the Supreme Court of South Australia ordered that an applicant and beneficiaries involved in a complex estate challenge must pay their own legal costs of the dispute, instead of having their costs paid by the estate or an opposing party.
In Brine (No 1), the deceased’s de facto spouse made various claims against the deceased’s estate in relation to interests in property and to receive increased provision. The beneficiaries of the estate were heavily involved in and defended the claim made by her.
Ultimately, the de facto was successful on some of her claims, but failed on others, and a judgment was made in her favour to the value of approximately $570,000.
More recently in Brine (No 2), the de facto made a further application to the Court seeking orders that the beneficiaries who defended her claims pay her legal costs (reduced by 20%) because she was ultimately successful and they rejected an earlier offer of settlement that she bettered at trial.
In response, the beneficiaries sought orders that the de facto pay their legal costs of the action because she was not successful on all of her claims.
Ultimately, the Court decided that no costs order should be made and the parties should bear their own costs because although both parties succeeded to a substantial degree on their arguments, both parties also failed to a substantial degree.
The costs of the executor, were ordered to be paid out of the estate.
This means that the de facto must pay her own legal costs (in order of $300,000) out of the provision awarded to her, which will significantly reduce her inheritance.
This decision serves as an important reminder of the changing attitude of Courts in estate dispute matters and the very real and significant costs risk to parties in these types proceedings. Ultimately, costs are always a discretionary matter for the Court and there can be no guarantees that a party’s costs will be paid out of the estate or by another party, even if they are successful.
For more information or advice in relation to estate disputes, please contact us today.
 
 

This article was posted by the Bennett & Philp marketing team on behalf of the Estate Litigation practice group. The article was authored by a former team member while they were under the employ of Bennett & Philp Lawyers. Final revisions were made by a Director in charge prior to publishing.
 
Individual liability limited by a scheme approved under professional standards legislation (personal injury work exempted).
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Extended two-year period of tax relief applicable when selling a deceased estate

On 27 June 2019, the Commissioner of Taxation issued guidance about what the executor of an estate must do to qualify the estate for capital gains tax relief when circumstances prevent the sale of the deceased’s dwelling within two years of the date of death.
Under existing rules, an executor (or beneficiary) of a deceased’s estate can disregard a capital gain or loss arising from the disposal of an ownerships interest in the deceased’s dwelling within two years of the deceased’s death. The property must have been either the deceased’s main residence and not used to produce assessable income, or the dwelling was acquired before 20 September 1985. The rule does not include investment properties.
However, unforeseen difficulties can delay a sale. Under certain circumstances, the Commissioner may now exercise discretion to extend the grace period by an additional 18 months. Since the barriers to a prompt sale are difficult to anticipate, the most prudent course for many executors will be to ensure that efforts to sell the dwelling comply with the safe harbour rules even before complicating circumstances occur. 
How to qualify for the safe harbour
In exercising discretion about whether to extend the two-year period of tax relief, the Commissioner will consider whether:
the Will was challenged;ownership of the dwelling was challenged;a life or other equitable interest in the dwelling was given in the Will;the estate is complicated in such a way as to delay administration; orsettlement of the contract of sale is delayed or falls through for reasons beyond the beneficiary’s control.
In addition, the home must be listed for sale as soon as practically possible after the circumstances are resolved, and the sale should be settled within 12 months of the property being listed for sale. Even when an extension is granted, the sale must be completed within 18 months of the end of the original two-year period.
Steps and circumstances that may weigh against an extension
Other factors will not be considered, however, and may even be counted against an extension of time. These include:
Waiting for the property market to pick up before selling the dwelling;Delay due to refurbishment of the house to improve the sale price;Inconvenience on the part of the executor (or beneficiary) to organise the sale of the house, or; Unexplained periods of inactivity by the executor in attending to the administration of the estate.
If you are the executor or personal representative of an estate, faced with the task of selling the home of a deceased, please contact the attorneys at Owen Hodge Lawyers at 1800 770 780 to find out what you must do to qualify for an extension of the existing two-year deadline for favourable tax treatment.  We look forward to working with you. The time to prepare is now before difficulties arise.
The post Extended two-year period of tax relief applicable when selling a deceased estate appeared first on Owen Hodge Lawyers.

ALQ17 v Minister for Immigration and Border Protection [2019] FCA 1505

MIGRATION – Application for judicial review of a decision of the Federal Circuit Court (the FCC) dismissing the application for review of the decision of the Administrative Appeals Tribunal (the AAT) to affirm the refusal of a Protection visa – whether refusal by the FCC of an application for an adjournment disclosed error – whether any jurisdictional error affecting the AAT decision – appeal dismissed

Threat and kidnap scams continue to target Chinese community

16 September 2019The ACCC’s Scamwatch service is warning the Chinese community in Australia to be wary about two alarming scams that involve extortion via fake kidnappings and threats of arrest.
In 2019, Scamwatch has received approximately 900 reports about scams targeting the Chinese community, with losses totalling over $1.5 million. This figure already exceeds total losses to the scam for 2018 which came to just under $1.2 million. Losses have been experienced in NSW, Victoria, Queensland and Western Australia; however the scam is targeting people nationwide.
“These scams are particularly distressing, and we’re seeing a dramatic spike in the Chinese community being targeted. In July alone, the Chinese speaking community lost over three quarters of a million dollars. We’ve seen several individuals lose tens of thousands of dollars,” ACCC Deputy Chair Delia Rickard said.
There are two main variations of this scam. First, speaking in Mandarin, a scammer will call directly or leave an ‘urgent’ voice message to call back. The scammer will impersonate a parcel delivery service and/or Chinese authorities and claim you are in serious trouble as they have intercepted a package addressed to you with fraudulent documents such as fake passports.
The scammer will then threaten you with extradition to China to face criminal charges in court unless money is sent to them. They will claim this money is needed to prove your innocence while they investigate the supposed crime.
“Scamwatch has received multiple reports of a cruel variation of this scam targeting Chinese students in Australia,” Ms Rickard said.
The scammer will tell their victims, usually students, that they have been involved in criminal activity, and threaten them and even their family, with criminal sanctions unless they pretend they have been kidnapped, including by taking photos of themselves bound and gagged.
Scammers will then use these photos to extort money from the student’s family by claiming the student has been kidnapped.
“The most important thing members of the Chinese community in Australia can do to protect themselves from this scam is be aware about how it works and warn their friends and family,” Ms Rickard said.
“If you’re ever called by someone making threats about arrest or deportation, it is a scam. It’s very frightening to receive these calls and scammers use your fear against you so you’ll send them money or participate in a bogus kidnapping.”
“Don’t fall for their threats. Instead, hang up the phone and report it to your local police. If you think the scammer has your bank account details, contact your bank immediately.” 
Members of the Chinese community in Australia can also report the scam at www.scamwatch.gov.au. People can also follow @scamwatch_gov on Twitter and subscribe to Scamwatch radar alerts.
The ACCC’s Little Black Book of Scams is an important tool for recognising scams, available in Simplified Chinese on the ACCC website. 
Release number: 171/19ACCC Infocentre: Use this form to make a general enquiry.
Media enquiries: Media team – 1300 138 917
Audience

Consumers
Media

Topics

Scams

Cooper Grace Ward recognised as first tier Wills, Estates & Succession Planning practice

Cooper Grace Ward has been ranked as a first tier law firm in the 2019 Doyles Guide to Wills, Estates & Succession Planning Law.
The 2019 listings feature lawyers and law firms who have been identified by their peers as having leading specialist expertise and abilities in these areas of law.
In addition to the leading firm ranking, two Cooper Grace Ward partners have been individually recognised by Doyles Guide.
Partner Scott Hay-Bartlem has been recognised as a preeminent Wills, Estates & Succession Planning lawyer and partner Clinton Jackson was also recommended in the rankings.
Commenting on the results, Hay-Bartlem said it is an honour to be listed in such an elevated category. “The Doyles ‘first tier’ category is the highest category to be recognised in and we are proud to be among some of the most distinguished succession planning lawyers in Queensland.”
More information on the firm’s succession and estate planning practice can be found here.
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Savings for those on default electricity contracts, but more needs to be done

16 September 2019Nearly a million households and business customers on standing offers, or default contracts, in NSW, South Australia, south-east Queensland and Victoria have already seen automatic savings to their electricity bills.
Average savings on standing offers since the electricity pricing reforms came into effect on 1 July 2019 amount to between $130 and $430 a year for households, according to the ACCC’s August 2019 electricity market report, published today.
For small businesses, savings of up to $2050 have been projected for average usage.
But the report also shows that most consumers can achieve further savings by comparing advertised prices and shopping around, particularly with smaller electricity retailers.
About 800,000 household customers and 160,000 small businesses on standing offers were placed on the new, cheaper standing offers from 1 July 2019.
“Prices of many standing offers have already fallen significantly, providing immediate and automatic savings for some households and small businesses,” Mr Sims said.
“We estimate households on standing offers will save an average of between $130 and $430 a year, which is good news for these consumers, while for small businesses, projected savings range between $457 and $2050.”
The standing offer pricing reforms, which were based on recommendations in the ACCC’s Retail Electricity Pricing Inquiry report, reduce and cap the excessive prices of electricity plans for customers who are not on competitive market offers. These customers end up on standing offers, which effectively represent the maximum price.
“We are pleased about the positive changes in the electricity market so far, including a recent announcement of free energy advice tools for small businesses, but urge that other key recommendations be implemented if costs are to come down further,” Mr Sims said.
Changes to advertising and discounting to benefit customers
“There are many offers available in the market that are cheaper than the standing offers,” Mr Sims said.
Under advertising reforms, which also came into effect from 1 July 2019, it is much easier for customers to compare prices, because advertised prices must be compared to a common benchmark (known as the reference price).
“The new advertising requirements also replace previous advertisements with confusing ‘discounts’ which could not really be compared with one another,” Mr Sims said.
In one example, before the reforms, a retailer in South Australia advertised a conditional discount of 9 per cent, which was a deal that would have cost an average consumer $560 more than the cheapest offer without an advertised discount.
The report finds that since 1 July 2019 retailers have moved away from offering discounts that are conditional, for example, on paying on time, making offers easier for consumers to understand and compare.
Typical advertisements before 1 July 2019

Typical advertisements after 1 July

Smaller retailers are offering the lowest prices
ACCC analysis of recent changes in prices shows that a number of smaller retailers had cheaper offers than the ‘big three’ retailers (AGL, EnergyAustralia and Origin).
For example, an average Sydney household could save around $100 per year by switching from a cheapest offer by one of the big three retailers to the cheapest market offer available.
“Our report shows that households can find an even better deal, potentially saving hundreds of dollars a year, by shopping around and looking at the offers of some of the smaller retailers in the market,” Mr Sims said.
As at 12 July 2019, the annual cost of the cheapest market offer for average households, depending on which distribution zone they live in, was

$290 to $380 lower than the standing offer price in New South Wales,
$260 lower in south-east Queensland and
$300 lower in South Australia.

In Victoria, the cheapest market offer, depending on the distribution zone, was $250-$300 a year below the maximum price.
The report also found that in most regions, the big three retailers, when looked at together, had narrowed their price range more than the price range of the market as a whole.
Potential savings after the 1 July 2019 reforms
An average household in the Ausgrid distribution zone in NSW on flat rates would have paid the following annual electricity bills:

$1617 before 1 July 2019 (median standing offer price)
$1467 after 1 July 2019 (new maximum standing offer price)
$1272 (cheapest market offer from the big three retailers available on 12 July 2019, with all discounts)
$1177 (cheapest market offer from a smaller retailer, available on 12 July 2019, with all discounts)

“We will continue to monitor the impact of these new reforms on prices and offers in the market, and retailer behaviour.”
Continued reform is needed to restore electricity affordability
The report also examined the cost components of electricity bills, highlighting the importance of progressing policies to restore electricity affordability.
In 2017-18, network costs were the largest component of a retail bill, making up 42 per cent, followed by wholesale costs (33 per cent), retail costs and margin (17 per cent) and environmental green schemes (8 per cent).
Network costs fell by 7.8 per cent, or $55 per customer, in 2017‑18; these costs are highest in New South Wales, South East Queensland and Tasmania, largely due to past over-investment in network assets.
“As we recommended in our Retail Electricity Pricing Inquiry report, addressing this past over-investment by writing down asset values or providing rebates on network charges for privatised assets would save average residential customers in those states at least an extra $100 a year,” Mr Sims said.
“Although environmental green scheme costs make up a relatively small part of the bill, they still have an impact on prices and the reduction in green scheme costs in south-east Queensland of around $60 per customer shows the impact of government decisions to absorb such costs rather than passing them on to customers.”
Wholesale costs increased significantly in 2017-18 by 28 per cent or $113 per customer. Several important reforms focussed on improving competition in the wholesale market are in process, including for wholesale demand response, which would allow electricity users to reduce their demand and save money when prices are high.
The Australian Government is also developing a program to encourage investment in new generation.
“Any proposal to support new investment through government funding will be most effective in improving competition in the wholesale market if it encourages new entrants and does not further entrench the market position of established suppliers,” Mr Sims said.
Background
In August 2018, the then treasurer, the Hon Scott Morrison MP, directed the ACCC to hold an inquiry into prices, profits and margins in relation to the supply of electricity in the National Electricity Market. This is the second report in this inquiry.
The ACCC is required to report at least every 6 months. The next report is scheduled to be released before the end of 2019 and is due to include cost data for 2018-19.
The 1 July 2019 reforms to retailer pricing and advertising in New South Wales, South Australia, and South East Queensland were a key recommendation of the Retail Electricity Pricing Inquiry.
Under the Electricity Retail Code retailers must not set their standing offer prices above a level set by the AER (the default market offer level). If retailers want to advertise discounts, the discount must be in comparison to the default market offer level.
The headline discount on retail offers must also be unconditional. Victoria has implemented similar reforms recommended in the 2017 Thwaites report.
Release number: 170/19ACCC Infocentre: Use this form to make a general enquiry.
Media enquiries: Media team – 1300 138 917
Audience

Media

Topics

Electricity

How to tell golden oldies from busted blocks

Last week we discussed the kind of surveys you need when you buy a new apartment.  But what about older apartments? It’s not as if flats built more than 10 or 20 years ago are immune from defects. Long-term issues could just be coming to fruition, for all you know. If you are serious about […]

Applying For A Domestic Violence Order

How can a Domestic Violence Order Help Me?
If you or someone you know has suffered from domestic or family violence, a Domestic Violence Order (“DVO”), also known as a protection order, may help protect you or the person in need of protection from future harm.
A DVO is made by a Court and will order the other party to not commit domestic violence, and to be of good behaviour towards you. You can also request certain conditions be included in the DVO to fit your situation, such as stopping the person from:

Attending your home or workplace;
Approaching other persons named in the order;
Attending a child’s daycare centre or school; or
Contacting you or another person on the Order.

You should consult with your family lawyer to ensure your Application is sufficient to protect you and others you wish to be named on the Order.
A DVO does not go on the person’s criminal record, however, if they breach any of the conditions attached to it, they may face up to 3 years jail time.
What is the Application Process?
The police will take an order out on your behalf if they are called to attend, if there have been acts of domestic violence, and they see it fit to make an application. Otherwise, you can make an application yourself through Court by attending the Magistrates Registry, or through a family law solicitor.
You will need to complete an Application for a Protection Order (Form DV01).
You can complete this Online;

By printing the PDF version on the Queensland Courts website and filling it out by hand; or
Attending your nearest Magistrates Court and filling it out at the Registry.

What Happens After I file the Application?
Once you file the Application, you and the other party will attend Court for a mention. If the other person agrees to the conditions under the DVO, the Order will be made. If the other person does not agree to the conditions, the matter may result in a hearing. If the other person does not attend the mention, the Court has the power to make the DVO against them regardless.
The DVO will last for a minimum of 5 years and may extend to a time that is necessary to protect you or the persons named on the Order. If you believe you or another person has suffered from and is at further risk of, domestic and family violence, contact your family law solicitor to discuss how they can assist you in filing a DVO.
The post Applying For A Domestic Violence Order appeared first on Collective Family Law Group.

An overview of the Religious Freedom Bills

The commonwealth Religious Freedom Bills (Religious Discrimination Bill 2019, Religious Discrimination (Consequential Amendments) Bill 2019 and Human Rights Legislation Amendment (Freedom of Religion) Bill 2019) (“the Bills”) have drawn significant media attention in recent weeks. The Bills followed the Religious Freedom Review (which “recognised an opportunity to enhance the statutory protection of the right to … Read more