What does it mean to be oppressed as a shareholder?

Shareholder oppression disputes can arise where a shareholder believes they have been treated unfairly in the conduct of a company’s affairs. For business owners and advisers, understanding the process and likely outcomes can be important when a co-ownership dispute begins to escalate.

In this episode of Explain That by Velocity Legal, Andrew Henshaw is joined by Lauren Gross and Daniel Urbans to explore shareholder oppression under section 232 of the Corporations Act.

The discussion covers:

• what it means to be “oppressed” as a shareholder;
• the practical steps involved in bringing a shareholder oppression claim;
• strategic considerations when approaching a shareholder dispute;
• likely outcomes in the Victorian Supreme Court’s specialised Shareholder Oppression Programme; and
• how business owners and advisers can think about preventing and resolving shareholder disputes.

A practical discussion for shareholders, business owners and advisers navigating business co-ownership disputes or considering a shareholder oppression claim.

For advice on shareholder oppression, shareholder disputes, business co-ownership disputes or commercial litigation, contact Velocity Legal’s Disputes team.

Many property owners in Victoria are reconsidering whether discretionary trusts still make sense, especially as land tax rates continue to increase.

Transferring property from a family trust to a beneficiary can appear to be a straightforward restructure, but the legal and tax consequences need to be understood before any transfer occurs. Stamp duty, capital gains tax and trust loan issues can all affect the outcome.

In this episode of Explain That by Velocity Legal, Andrew Henshaw speaks with Tom Warrington about the legal and tax implications of the transfer of property from a discretionary trust to a beneficiary, including the Victorian stamp duty exemption rules and the traps that can invalidate the intended outcome.

The discussion covers:

• why Victorian property owners are reconsidering discretionary trust structures;
• the legal and tax implications of transferring property from a family trust to a beneficiary;
• how the transfer of property stamp duty exemption may apply in Victoria;
• eligibility issues that need to be considered before relying on the exemption;
• traps that can invalidate the exemption;
• trust loan forgiveness issues;
• potential CGT exposure on the transfer; and
• practical planning considerations for advisers and owners navigating trust restructures.

A practical discussion for property owners, trustees, beneficiaries, accountants and advisers considering the transfer of Victorian property from a discretionary trust to a beneficiary.

For advice on discretionary trusts, property transfers, Victorian stamp duty exemptions, trust restructures or related tax issues, contact Velocity Legal’s Tax team.

Not every business lease is treated the same way.

Whether a lease is classified as a retail lease or a general commercial lease can affect the obligations that apply to the landlord and tenant from the start of the relationship. Classification can influence disclosure requirements, rent review rules, dispute resolution processes and how the lease should be managed over time.

In Part 3 of this Explain That series on commercial leases, Andrew Henshaw is joined by Joel Garrett to explain the key differences between retail leases and general commercial leases, why classification matters, and what landlords and tenants should consider when negotiating or managing a business lease.

The discussion covers:

• how to determine whether a lease is a retail lease or a general commercial lease;
• why lease classification matters for both landlords and tenants;
• the legal and practical differences between retail and commercial leases;
• disclosure obligations under retail leasing laws;
• rent review limits and how they can affect lease terms;
• dispute resolution mechanisms under retail leasing legislation;
• what may be covered under retail leasing laws and what may fall outside them; and
• tips for avoiding misclassification and ensuring the lease terms align with the correct legal framework.

A practical discussion for landlords, tenants, business owners and advisers who want to understand their legal position before signing, renewing or managing a business lease.

For advice on commercial leases, retail lease classification, disclosure obligations, rent reviews or leasing disputes, contact Velocity Legal.

Exercising an option to renew a commercial lease can seem straightforward, but small mistakes can create significant risk for tenants and landlords.

In Part 2 of this Explain That series on commercial leases, the discussion turns to a practical case study on exercising an option to renew a lease. The episode breaks down what is required to validly exercise an option, how renewal disputes can arise, and the common traps parties should avoid during the lease renewal process.

The discussion covers:

• the legal steps required to validly exercise an option to renew a commercial lease;
• common mistakes that can lead to option disputes;

• why strict timing requirements matter;
• how a tenant’s renewal rights can be affected if the option process is not followed correctly;
• what landlords can and cannot do when a tenant tries to renew;
• how disputes between commercial landlords and tenants can arise during the renewal process; and
• practical steps for managing commercial lease renewals with less risk.

A practical discussion for tenants, landlords, business owners and advisers dealing with commercial lease renewals, option notices or disputes about whether an option has been validly exercised.

For advice on commercial leases, lease options, renewal disputes or exercising an option to renew, contact Velocity Legal.

What should landlords and tenants consider when entering or exiting a business lease?

A commercial lease is not only about the rent. The length of the lease, whether options are available, and what happens at the end of the term can all have practical consequences for both landlords and tenants.

In Part 1 of this Explain That series on commercial leases, Andrew Henshaw is joined by Joel Garrett to discuss the fundamentals of business leases, including lease terms, options and lease expiry.

The discussion covers:

• the pros and cons of short and long initial lease terms;
• how lease options work and why they matter;
• different priorities for landlords and tenants;
• what happens at lease expiry if no action is taken; and
• make-good clauses and the hidden costs that can arise at the end of a lease.

A practical discussion for landlords, tenants, business owners and advisers who want to understand the basics of commercial leases before entering or exiting a business lease.

For advice on commercial leases, lease terms, lease options, lease expiry or make-good obligations, contact Velocity Legal’s Property team.

In this must-listen final installment of the Vacant Residential Land Tax series, tax specialists Andrew Henshaw and Rosalind Li discuss practical issues around Victoria’s Vacant Residential Land Tax (VRLT). 

Key Topics Covered: 

• what to do to comply with VRLT rules 
• airbnb listings vs actual usage – what qualifies as occupancy? 

• when and how to notify the State Revenue Office (SRO) 

• the importance of documentation and legal advice 

• what happens if the SRO starts an audit 

• how quickly assessments can escalate into six-figure liabilities 

  
  

This episode is essential for property owners, accountants, and legal professionals looking to stay compliant with Victorian tax laws. 

Learn everything you need to know about the changes in Vacant Residential Land Tax from 1 January 2025 in our blog: https://www.velocitylegal.com.au/blog/reminder---vacant-residential-land-tax-in-victoria-will-be-expanding-from-1-january-2025 

Get to know us more at https://www.velocitylegal.com.au/ 

In this second installment of this series, tax expert and Senior Associate Rosalind Li break down key exemptions to Victoria's Vacant Residential Land Tax (VRLT). Discover who qualifies, from holiday home owners to property developers, and what counts as a genuine holiday use.

Learn how renovations, property conversions, and workplace usage can help you avoid thousands in tax. Perfect for property owners, investors, and legal professionals navigating the new state-wide VRLT rules in 2024. 

Read everything you need to know about the changes in Vacant Residential Land Tax from 1 January 2025 in our blog: https://www.velocitylegal.com.au/blog/reminder---vacant-residential-land-tax-in-victoria-will-be-expanding-from-1-january-2025 

Get to know us more at https://www.velocitylegal.com.au/ 

In Part 1 of this three-part series, Velocity Legal's Senior Associate Rosalind Lee joins Andrew Henshaw to unpack the controversial Vacant Residential Land Tax in Victoria.

From its origins in inner Melbourne to its sweeping expansion across the state, learn what this tax is, how it works, and what property owners need to know. If you own land in Victoria, this episode is a must-listen to avoid costly surprises. 

Learn everything you need to know about the changes in Vacant Residential Land Tax from 1 January 2025 in our blog: https://www.velocitylegal.com.au/blog/reminder---vacant-residential-land-tax-in-victoria-will-be-expanding-from-1-january-2025 Get to know us more at https://www.velocitylegal.com.au/ 

Pre-pack transactions can be a powerful restructuring tool, but they need to be handled carefully.

In the final instalment of this Explain That insolvency series, Andrew Henshaw is joined by Demian Walton to discuss pre-pack insolvency transactions, how they can be used in a lawful corporate restructure, and the risks that arise if the process is misused.

The episode explores the difference between a legitimate business rescue strategy and conduct that may attract legal or regulatory scrutiny, including concerns about illegal phoenixing, director liability and creditor interests.

The discussion covers:

• what pre-pack insolvency transactions are;
• how pre-pack transactions can be used to restructure a distressed business;
• what makes a corporate restructure lawful;
• how directors and advisers can steer clear of illegal phoenixing;
• recent Corporations Act amendments relevant to pre-pack transactions;
• the legal and regulatory risks if a restructure is misused;
• director liability risks during business distress;
• the importance of protecting creditor interests; and
• practical guidance for advisers supporting clients through financial distress.

Following Part 1 on solvency risk and Part 2 on formal insolvency pathways, this episode looks at how distressed businesses may be restructured through pre-pack transactions where the process is handled lawfully and carefully.

A practical discussion for accountants, lawyers, advisers, directors and business owners dealing with insolvency risk, business restructuring or financial distress.

For advice on insolvency, business restructuring, director exposure, creditor interests or pre-pack transaction risk, contact Velocity Legal’s Insolvency team.

When a business is under financial pressure, the available insolvency pathway is not always obvious.

In Part 2 of this three-part Explain That series on insolvency, Andrew Henshaw is joined by Demian Walton to discuss the formal insolvency options available to distressed businesses, including Small Business Restructures, Voluntary Administration, Deeds of Company Arrangement and Creditors’ Voluntary Liquidation.

The episode is designed for accountants, lawyers and professional advisers working with clients facing business debt, ATO debt recovery, company liquidation risk or the need for practical insolvency advice.

The discussion covers:

• the rise of Small Business Restructures and the ATO’s role in their growing use;
• how Voluntary Administration works;
• the role of a Deed of Company Arrangement, or DOCA;
• when a Creditors’ Voluntary Liquidation may need to be considered;
• options for clients who do not qualify for an SBR;
• options for clients who cannot afford Voluntary Administration;
• commercial strategies from experienced insolvency practitioners; and
• what advisers should understand when clients are facing financial pressure.

Following Part 1, which focused on solvency, risk and the ATO crackdown, this episode looks at what happens next when a distressed business needs to consider a formal insolvency or restructuring pathway.

A practical discussion for accountants, lawyers and advisers supporting clients with business debt, company liquidation, ATO debt recovery or insolvency risk.

For advice on insolvency, Small Business Restructures, Voluntary Administration, Creditors’ Voluntary Liquidation or ATO debt recovery, contact Velocity Legal’s Insolvency team.