A shareholders agreement is often most valuable when the relationship between business owners starts to break down.

In Part 1 of this Explain That series on shareholders agreements, Jessica Hill and Lauren Gross discuss the mechanisms that can help resolve co-ownership disputes and provide practical triggers if a dispute breaks out.

The episode focuses on key provisions that can give shareholders leverage and a process to follow when conflict arises. Rather than leaving the parties without a clear pathway, a well-prepared shareholders agreement can include mechanisms that help force a resolution.

The discussion covers:

• how shareholders agreements can help resolve business partner disputes;
• decision-making thresholds and how they can affect disputes between shareholders;
• events of default and the consequences they may trigger;
• forced buyout clauses and how they may be used when a dispute breaks out;
• how shareholders agreements can provide leverage when relationships deteriorate;
• practical triggers that parties may be able to rely on; and
• case studies showing how these clauses can be used to force a resolution.

A practical discussion for shareholders, business owners and advisers dealing with co-ownership disputes, business partner disputes or questions about how shareholders agreements operate when conflict arises.

For advice on shareholders agreements, business partner disputes, forced buyout clauses or shareholder dispute strategy, contact Velocity Legal’s Commercial and Disputes teams.

Australia’s individual tax residency rules have been the subject of proposed reform.

In the final episode of this Explain That series on Individual Tax Residency Rules, Andrew Henshaw is joined by Tom Warrington to discuss the proposed reforms to Australia’s individual tax residency rules and the reasons reform has been considered.

Following Part 1, which introduced the current rules, and Part 2, which examined the challenges taxpayers face when applying those rules, this episode looks ahead to the proposed model for reform and what it may mean for individuals, advisers and the tax system.

The discussion covers:

• why reform of the individual tax residency rules has been proposed;
• the need for greater clarity in determining tax residency;
• how contemporary global mobility has created challenges for the current rules;
• the model proposed to replace the current tax residency rules;
• how the proposed model seeks to reflect certainty, simplicity and integrity;
• the potential impact of the proposed changes on individuals;
• the potential impact of reform on the broader tax system;
• why simplifying the rules needs to be balanced with tax fairness; and
• what taxpayers and advisers should understand as the reform discussion develops.

This final episode brings together the themes from the series by considering whether reform can make Australia’s tax residency rules clearer while still maintaining fairness in a globally connected world.

A practical discussion for individuals, taxpayers and advisers interested in Australian tax residency, proposed reform and the future direction of the residency rules.

For advice on individual tax residency, Australian tax residency rules or tax residency issues, contact Velocity Legal’s Tax team.

Applying Australia’s individual tax residency rules can be difficult in practice.

In Part 2 of this Explain That series on Individual Tax Residency Rules, Andrew Henshaw is joined by Tom Warrington to discuss the practical challenges and uncertainty that can arise when applying the current rules to a taxpayer’s circumstances.

The episode considers a recent AAT case involving an individual’s dispute with the tax authorities over their residency status. Through that case, Andrew and Tom explore how factors such as family ties, property ownership and finances can play an important role in determining whether a person is an Australian tax resident.

The discussion covers:

• practical challenges in applying the current individual tax residency rules;
• uncertainty taxpayers can face when their residency status is disputed;
• a recent AAT case involving an individual’s tax residency position;
• the role of family ties in the residency analysis;
• how property ownership may affect the assessment;
• why financial connections can be relevant;
• the broader implications of residency disputes for taxpayers and advisers; and
• how the current rules can lead to contentious interpretations.

Following Part 1, which introduced the current tax residency rules and the resides test, this episode looks at how those rules operate in a real dispute and why the answer may not always be straightforward.

A practical discussion for individuals, taxpayers and advisers dealing with Australian tax residency issues, residency disputes or uncertainty about how the current rules apply.

For advice on individual tax residency, Australian tax residency rules or tax residency issues, contact Velocity Legal’s Tax team.

Australian tax residency is not always straightforward.

In Part 1 of this Explain That series on Individual Tax Residency Rules, Andrew Henshaw is joined by Tom Warrington to introduce Australia’s current individual tax residency rules and the initial questions that need to be considered when determining whether someone is an Australian tax resident.

This episode lays the foundation for the series by focusing on the existing rules, including the primary test of residency, commonly known as the resides test, and why determining tax residency can be difficult in practice.

The discussion covers:

• why individual tax residency matters;
• the initial considerations when determining tax residency;
• what it means to be an Australian tax resident;
• the primary test of residency;
• how the resides test operates;
• the implications of being treated as an Australian tax resident;
• difficulties with the current residency rules;
• issues that can arise when determining tax residency; and
• how this foundation sets up the deeper discussion in later episodes.

A practical introduction for individuals, advisers and taxpayers dealing with Australian tax residency issues or questions about whether a person is an Australian tax resident.

For advice on individual tax residency, Australian tax residency rules or related ATO issues, contact Velocity Legal’s Tax team.

A successful fit-out is usually shaped before the lease is finalised.

In the final episode of this Explain That series on Fit-Outs in Leases: Practical Insights, Andrew Henshaw is joined by Joel Garrett to discuss how tenants and landlords can use early commercial agreement, clear drafting and practical planning to reduce the risk of disputes later.

Following Part 1, which introduced the fundamentals of fit-outs and leases, and Part 2, which looked at fit-out terms, incentives and clawbacks, this episode focuses on achieving successful outcomes in retail and commercial tenancies.

The discussion covers:

• the value of using a Heads of Agreement to capture key commercial terms early;
• how agreed commercial terms can assist with more focused lease negotiations later;
• potential enforceability issues involving clawback provisions;
• drafting fit-out incentives clearly;
• practical issues when implementing fit-out incentives;
• make-good requirements for fit-outs at the expiry of a lease;

• relevant issues from both the landlord and tenant perspective;
• how unclear terms can create disputes; and
• why reasonable lease terms can support stronger tenant-landlord relationships.

A practical discussion for tenants, landlords, business owners and advisers dealing with fit-out incentives, Heads of Agreement, clawback provisions, make-good obligations or retail and commercial lease negotiations.

For advice on commercial leases, fit-out terms, Heads of Agreement, lease incentives, clawback provisions or make-good requirements, contact Velocity Legal.

A fit-out plan should not sit separately from the lease.

When tenants and landlords are negotiating a new lease, the intended works, lease incentives, clawback provisions and ownership of the fit-out should all be considered before the documents are finalised. If those issues are left unclear, both parties may face financial risk once the tenancy begins.

In Part 2 of this Explain That series on Fit-Outs in Leases: Practical Insights, Andrew Henshaw is joined by Joel Garrett to discuss the practical issues that arise when planning to enter into a new lease, negotiating fit-out terms and documenting the arrangement clearly.

Following Part 1, which introduced the fundamentals of fit-outs and leases, this episode takes a closer look at the planning, negotiation and drafting issues that can affect both tenants and landlords before a tenancy begins.

The discussion covers:

• initial due diligence and planning requirements before entering a new lease;
• why tenants should have a clear fit-out plan before negotiating lease terms;
• lease incentives and how they may be negotiated;
• key lease terms that can affect the fit-out arrangement;
• clawback provisions and the financial risks they can create;
• why clear and concise lease documents matter;
• how fit-out arrangements can create financial risk for tenants and landlords;
• the importance of negotiating terms that protect both parties’ interests; and
• potential consequences for tenants and landlords in relation to ownership of the fit-out.

A practical discussion for tenants, landlords, business owners and advisers dealing with commercial lease negotiations, fit-out works, lease incentives, clawback provisions or fit-out ownership issues.

For advice on commercial leases, fit-out terms, lease incentives, clawback provisions or fit-out ownership issues, contact Velocity Legal.

A fit-out is often where a lease moves from a legal document to a practical project.

For tenants and landlords, fit-out works can affect timing, cost, approvals, rent arrangements, make-good obligations and the overall landlord-tenant relationship. Planning those issues early can help both sides understand the intended works, the approval process and the lease terms that will apply.

In Part 1 of this Explain That series on Fit-Outs in Leases: Practical Insights, Andrew Henshaw is joined by Joel Garrett to discuss the fundamentals of fit-outs in commercial leases and why clear lease terms matter before works begin.

The discussion covers:

• why tenants and landlords should take time to plan intended fit-out works;
• premises due diligence before committing to a lease;
• planning restrictions that may affect the proposed works;

• approval processes for fit-out works;
• rental abatements and how they may be dealt with during the fit-out period;
• fit-out contributions and who is responsible for funding works;
• make-good requirements at the end of the lease;
• negotiating lease terms that work for both tenants and landlords; and
• the importance of clear, well-drafted agreements in supporting a smooth tenancy and landlord-tenant relationship.

This first episode lays the foundation for the series by explaining the financial and legal issues that can arise when fit-out works are not properly planned or documented.

A practical discussion for landlords, tenants, business owners and advisers dealing with commercial leases, fit-out works, premises approvals or make-good requirements.

For advice on commercial leases, fit-out terms, rental abatements, fit-out contributions or make-good requirements, contact Velocity Legal.

Transaction structure does not stop mattering once the sale agreement is signed.

In the final episode of this Explain That series on Share Sales vs Business Sales, Andrew Henshaw is joined by Lauren Gross to discuss emerging trends in mergers and acquisitions, including transactions involving foreign investment, earn out mechanisms and post-settlement assistance from vendors.

Following Part 1, which introduced the differences between share sales and business sales, and Part 2, which explored why tax is not the only consideration when choosing a structure, this episode looks at issues that can affect a transaction after settlement.

The discussion covers:

• emerging trends in mergers and acquisitions;
• transactions involving foreign investment;
• earn out mechanisms;
• what clients should think about before agreeing to a post-settlement assistance period;
• practical issues that can arise after settlement;
• what can happen when post-settlement arrangements do not go as planned; and
• why buyers, sellers and advisers should consider these issues before finalising transaction terms.

A practical discussion for business owners, buyers, sellers and advisers dealing with share sales, business sales, earn outs, vendor assistance or post-settlement issues in M&A transactions.

For advice on share sales, business sales, earn outs, vendor assistance or M&A transaction terms, contact Velocity Legal’s Commercial team.

A better tax outcome is not always the best transaction outcome.

In Part 2 of this Explain That series on Share Sales vs Business Sales, Andrew Henshaw is joined by Lauren Gross to discuss the practical issues that can arise when choosing between a share sale and a business sale.

Using a case study involving a furniture manufacturing share sale, the episode explores why transaction structure needs to be considered from more than one angle. Tax can be important, but buyers and sellers also need to consider due diligence findings, liability risk and how the contract will be drafted and negotiated.

The discussion covers:

• why tax is not the only consideration when choosing a transaction structure;
• practical issues from a furniture manufacturing share sale case study;
• how due diligence at the outset can affect the transaction;
• why buyers and sellers need to understand liability risk;
• how lawyers draft and negotiate contracts to limit client liability; and
• why transaction structure should be considered before the parties commit to final terms.

Following Part 1, which introduced the differences between share sales and business sales, this episode looks at how those differences play out in practice when parties are choosing the most appropriate structure for a transaction.

A practical discussion for business owners, buyers, sellers and advisers considering whether a transaction should proceed as a share sale or business sale.

For advice on share sales, business sales, due diligence, transaction structuring or sale contract negotiation, contact Velocity Legal’s Commercial team.

Choosing between a share sale and a business sale can shape the way a transaction is structured, negotiated and completed.

In Part 1 of this Explain That series on Share Sales vs Business Sales, Andrew Henshaw is joined by Lauren Gross to discuss the key differences between a share sale and a business sale, and why the structure matters for both buyers and sellers.

The episode lays the groundwork for the series by explaining the legal differences between the two transaction types and the issues parties should consider before deciding how a sale should proceed. Andrew and Lauren discuss how structure can affect tax, liabilities and the steps involved throughout the transaction.

For buyers and sellers, understanding the difference between a share sale and a business sale is not just a technical issue. It can affect the risks being assumed, the matters that need to be negotiated, and what each party should expect as the transaction progresses.

This episode is a practical introduction for business owners, buyers, sellers and advisers considering a sale transaction and wanting to understand how transaction structure can affect the process.

For advice on share sales, business sales, transaction structure or sale documentation, contact Velocity Legal’s Commercial team.