Turning a business into a franchise system requires more than a strong commercial idea.

In Part 2 of this Explain That franchising series, Andrew Henshaw is joined by Greg Thomas to discuss the key legal and business considerations for franchisors, including the advice, documents and systems that should be considered before expanding through a franchise model.

Following Part 1, which introduced the fundamentals of franchising, this episode focuses on the franchisor’s position and the issues that can shape how a franchise network is structured, documented and managed.

The discussion covers:

• why franchisors should obtain advice from legal, financial and business professionals;
• the role of intellectual property in a franchise system;
• asset protection considerations for franchisors;
• how franchisors should think about structuring the franchise system;
• key franchise agreement terms;
• royalty fees and how they fit within the franchise model;
• franchisee selection and why it matters;
• compliance with the Franchising Code of Conduct;
• the importance of long-term support for franchisees;
• maintaining strong relationships with franchisees; and
• ensuring consistency across the franchise network.

A practical discussion for business owners, franchisors and advisers considering how to structure, document and manage a franchise system.

For advice on franchise agreements, franchise system structuring, Franchising Code compliance or related commercial issues, contact Velocity Legal.

Franchising can appear similar to licensing or other business models, but it operates within a distinct legal and commercial framework.

In this episode of Explain That by Velocity Legal, Greg Thomas introduces the fundamentals of franchising in Australia, including how franchise relationships operate, how franchising differs from licensing, and why the legal framework should be understood before parties enter into a franchise arrangement.

The discussion covers:

• what franchising is and how it operates;
• how franchising differs from licensing and other business models;
• the relationship between franchisors and franchisees;
• the role of the Franchising Code of Conduct;
• pre-contractual disclosure;
• franchise agreements;
• marketing funds;
• the ACCC’s role in transparency and regulation; and
• why proper disclosure and business advice matter before entering a franchise arrangement.

A practical introduction for prospective franchisors, franchisees, business owners and advisers who want to understand the basic structure of franchising and the documents that commonly sit behind a franchise relationship.

For advice on franchise agreements, disclosure obligations or franchising arrangements, contact Velocity Legal.

Restraints of trade do not operate in isolation.

In the final episode of this Explain That series on restraints of trade, Andrew Henshaw is joined by Katherine Stewart to discuss how restraints interact with other areas of law, including the protection of confidential information.

Following Part 1, which introduced the role of restraints, and Part 2, which looked at recent case studies, this episode turns to the practical risks businesses face when a departing employee seeks to take clients or information to support a new venture.

The discussion covers:

• how restraints of trade interact with other areas of law;
• the role of confidential information in restraint issues;
• practical risks when an employee leaves and seeks to take clients;

• what businesses should consider when a departing employee may use information to springboard a new venture;
• practical steps businesses can take to manage risk when an employee is departing;
• the future of restraints of trade in Australia;
• potential reforms affecting the use of non-compete clauses; and
• what businesses should watch as the law in this area develops.

A practical discussion for employers and business owners dealing with employee exits, client relationships, confidential information, restraint clauses or potential non-compete reform.

For advice on restraint clauses, confidential information, employment arrangements or employee exit risks, contact Velocity Legal.

Restraint clauses are only useful if they can be relied on when it matters.

In Part 2 of this Explain That series on restraints of trade, Andrew Henshaw is joined by Katherine Stewart to discuss recent cases showing how restraints are interpreted and enforced by the courts.

Following Part 1, which introduced the role of restraints in protecting business interests, this episode looks at how restraint disputes play out in practice, including why drafting is only one part of the analysis.

The discussion covers:

• how courts interpret and enforce restraints of trade;
• recent case studies involving restraint clauses;
• why well-drafted post-employment restraints can still fail;
• the significance of a business coming to court with “clean hands”;
• how the commercial context can affect restraint disputes;
• restraints involving former business owners after a sale transaction;
• examples where restraints did and did not prevent a former business owner from competing; and
• practical lessons for businesses and advisers dealing with restraint clauses.

A practical discussion for employers, employees, business owners and advisers who want to understand how restraint clauses are tested in real disputes.

For advice on restraint clauses, employment agreements, business sale restraints or restraint disputes, contact Velocity Legal.

Restraints of trade can play an important role in protecting business interests, but they need to be understood before they are relied on.

In Part 1 of this Explain That series on restraints of trade, Andrew Henshaw is joined by Katherine Stewart to introduce how restraints operate in employment and commercial contexts, the types of protections they can offer, and what can happen if a restraint is breached.

The discussion covers:

• the role of restraints of trade in protecting business interests;
• different types of restraints in employment and commercial contexts;
• the protections restraints can offer;
• general restraint principles;
• what parties should understand before relying on a restraint; and
• what can happen if there is a breach.

This episode lays the groundwork for the rest of the series by explaining why restraints are used, how they can operate, and why businesses, employees and commercial parties should understand their position before a dispute arises.

A practical introduction for employers, employees, business owners and advisers dealing with employment restraints, commercial restraints or potential restraint issues.

For advice on restraint clauses, employment contracts, commercial agreements or restraint disputes, contact Velocity Legal.

Payroll tax risk is easier to manage before an audit starts.

In the final episode of this Explain That series on payroll tax investigations, Andrew Henshaw is joined by Rajan Verma to discuss what businesses can do when the revenue office comes knocking, and why preparation should start before an investigation begins.

Following Part 1, which introduced payroll tax and why it matters, and Part 2, which explained how payroll tax investigations work, this episode focuses on practical steps businesses can take to reduce payroll tax risk and respond more effectively if selected for audit.

The discussion covers:

• how businesses can prepare for a payroll tax audit before one begins;
• why well-maintained payroll records matter;
• the importance of correctly classifying contractors;
• why businesses need to understand the grouping rules;
• practical steps that can reduce payroll tax risk;
• recent legal cases involving medical practices;
• the Uber ruling and what it illustrates about the evolving payroll tax landscape;
• why payroll tax law is continuing to develop; and
• best practices for businesses and advisers managing payroll tax exposure.

A practical discussion for business owners, accountants, payroll managers and advisers dealing with payroll tax compliance, contractor arrangements, grouping rules, state revenue office reviews or payroll tax audit risk.

For advice on payroll tax investigations, contractor classification, grouping issues or payroll tax compliance, contact Velocity Legal’s Tax team.

A payroll tax investigation can begin with a single letter from the state revenue office.

For businesses and advisers, the first response matters. Payroll tax investigations follow a formal process, and the quality of the records provided can affect how the matter progresses. Understanding what happens after an investigation letter arrives can help businesses respond properly, prepare records and consider whether any voluntary disclosure should be made.

In Part 2 of this Explain That series on payroll tax investigations, Andrew Henshaw is joined by Rajan Verma to discuss how payroll tax investigations work, what businesses can expect during the process, and why early preparation can affect the outcome.

The discussion covers:

• how a payroll tax investigation typically begins;
• what to expect from the initial letter from the state revenue office;

• the usual timeline and procedure during an investigation;
• why early preparation matters;
• the importance of accurate payroll and business records;
• how state revenue offices may identify issues through data matching;
• what businesses should do when selected for an audit;
• how to approach the response process; and
• when voluntary disclosure should be considered to help mitigate potential penalties.

Following Part 1, which introduced payroll tax and why it matters, this episode looks at the investigation process and the practical steps businesses and advisers should understand once audit activity begins.

A practical discussion for business owners, accountants, payroll managers and advisers dealing with payroll tax compliance, audit letters, state revenue office enquiries or potential payroll tax exposure.

For advice on payroll tax investigations, audit responses, voluntary disclosures or payroll tax compliance, contact Velocity Legal’s Tax team.

Payroll tax is often misunderstood because it is not just about ordinary employee wages.

In Part 1 of this Explain That series on payroll tax, Andrew Henshaw is joined by Rajan Verma to discuss the basics of payroll tax, why it matters for Australian businesses, and why compliance is receiving increasing attention.

The episode introduces payroll tax as a state tax that applies to wages paid by employers, while also exploring areas that can create risk if businesses and advisers assume the rules only apply to straightforward salary payments.

The discussion covers:

• what payroll tax is and why it matters;
• the scope of payroll tax as a state tax;
• what can count as taxable wages;
• how payroll tax can extend to contractors;
• the role of grouping rules;
• why payroll tax compliance is receiving more attention;
• how technology is increasing visibility over payroll tax issues; and
• why audits are becoming a greater concern for businesses and advisers.

As the first episode in the series, this discussion provides a practical foundation for understanding payroll tax risk before moving into more specific issues in later episodes.

A practical discussion for business owners, accountants, payroll managers and advisers who want to understand the fundamentals of payroll tax and where compliance issues can arise.

For advice on payroll tax, contractor arrangements, grouping issues or payroll tax audit risk, contact Velocity Legal’s Tax team.

Some business partner disputes cannot be resolved through negotiation alone.

In the final episode of this Explain That series on shareholders agreements and business partner disputes, Jessica Hill and Lauren Gross discuss what can happen when a shareholder dispute escalates to court.

Following Part 1, which looked at how shareholders agreements can help resolve disputes, and Part 2, which explored the difficulties of resolving disputes without a shareholders agreement, this episode focuses on the legal remedies that may be available when court proceedings become necessary.

The discussion covers:

• the court’s role in resolving business partner disputes;
• shareholder oppression claims under the Corporations Act;
• claims involving breach of directors’ duties;
• the process involved in bringing a shareholder oppression claim;
• possible court outcomes, including forced buyouts;
• winding up orders and when they may arise;
• how legal remedies can be used when business co-ownership disputes escalate; and
• a detailed case study showing these legal principles in action.

A practical discussion for shareholders, directors, business owners and advisers dealing with serious co-ownership disputes, shareholder oppression issues or disputes involving directors’ duties.

For advice on shareholder disputes, shareholder oppression claims, directors’ duties or court proceedings involving business partner disputes, contact Velocity Legal’s Commercial and Disputes teams.

Resolving a business partner dispute is much harder when there is no shareholders agreement to rely on.

In Part 2 of this Explain That series on shareholders agreements, Jessica Hill and Lauren Gross explore what can happen when shareholders are already in dispute but have no formal agreement setting out the process for resolution.

The episode focuses on the practical challenges of trying to negotiate terms after the relationship has soured. Without agreed mechanisms in place, business owners may be left to negotiate from scratch, often in circumstances where trust has broken down and each party may have a different view of how the dispute should be resolved.

The discussion covers:

• the challenges of resolving business partner disputes without a shareholders agreement;
• why negotiating terms after a dispute arises can be difficult;
• how the absence of agreed mechanisms can increase uncertainty;
• the potential for prolonged and costly legal battles;
• why formal agreements can help avoid having to negotiate a resolution after the relationship has deteriorated;
• case studies showing how disputes can become harder to resolve without a clear agreement; and
• practical lessons for business owners and advisers dealing with co-ownership disputes.

A practical discussion for shareholders, business owners and advisers dealing with co-ownership disputes, business partner disagreements or the consequences of not having a shareholders agreement in place.

For advice on shareholders agreements, business partner disputes, co-ownership arrangements or shareholder dispute strategy, contact Velocity Legal’s Commercial and Disputes teams.