Angela Foudoulis is a Senior Associate in our Corporate & Commercial group, specialising in commercial property.
Category: Corporate & Commercial
Our latest news and insights
A collection of case studies and articles highlighting the latest in legal news.

Federal Budget 2020 – COVID-19 Response Package
2020 has been a challenging year for many Australians which has seen the Government forced to intervene to provide economic support and legislative provisions in an attempt to provide ongoing assistance to many Australians and businesses.

Federal Budget 2020 – Digital Business Plan
The Federal Budget 2020 saw a $795.5 million investment in the Government’s Digital Business Plan as part of the JobMaker Plan. It’s objective is to improve productivity, income growth and jobs by supporting the adoption of digital technologies by Australian businesses and to see Australia become a leading digital economy by 2030.
The legal life – meet Emma Simpson
Emma Simpson is a Senior Associate in our Corporate & Commercial group with over six years of legal experience.

Commercial Landlord Hardship Fund
Following the announcement made by Treasurer Tim Pallas on 20 August 2020, the Commercial Landlord Hardship Fund (Fund) has been created in recognition of small, private landlords who may not have the capacity to provide rent reductions to their tenants under the requirements of the Commercial Tenancy Relief Scheme (CTRS).

Director penalty notices – the looming threat in the COVID-19 crisis
Since 1 April 2020, in a significant extension to the director penalty regime, company directors are now personally liable for unpaid Goods and Services Tax (GST) (including luxury car tax and wine equalisation tax). The expansion of the regime was introduced as part of the Government’s broader reform of Australia’s corporate insolvency regime.

New permanent identifier regime for directors to be introduced
On 22 June 2020, the Australian Federal Government passed legislation setting out a legal framework for the introduction of a Director Identification Number (DIN) regime for directors.

Significant reform on the horizon for Australia’s foreign investment review framework
The Government has announced proposed changes to the foreign investment review framework to take effect 1 January 2021 following the temporary measures imposed in March 2020.
The legal life – meet Daryl Lim
Daryl Lim is a Special Counsel in our Corporate & Commercial group. With over 14 years of experience, Daryl’s practice is focussed on corporate M&A and financing transactions.

Don’t forget to adjust your GST on the cancellation of contracts
Due to the widespread economic impact of COVID-19 which has caused financial uncertainty for many businesses, contracts for the acquisition of goods or services may be cancelled in order to mitigate against further losses.
The legal life – meet Julia Cameron
Julia Cameron is a Partner in Rigby Cooke’s Corporate & Commercial group and Practice Lead for the Privacy & Data Protection team with over 10 years of legal experience. Julia specialises in corporate and commercial advice, commercial agreements, transactions, intellectual property and information technology.

The impact of COVID-19 on corporate tax residency – What is the risk?
The worldwide impact of COVID-19, which has resulted in countries around the world shutting down their borders and international travel being banned, requires companies to operate online whenever possible.

Treasurer announces changes to meeting procedures and document signing requirements
In further recognition of the difficulties faced by companies in meeting strict corporate compliance requirements in a COVID-19 environment, the Treasurer released yesterday a ministerial determination permitting company general meetings to be held virtually and modifying the way companies can execute documents.
The legal life – meet Ian Rosenfeld
Ian Rosenfeld is a Partner in our Corporate & Commercial team. Ian’s expertise also covers intellectual property, branding, information technology, e-commerce, commercial agreements, commercial disputes & negotiation, mergers & acquisitions, transport & logistics agreements, publishing, tenders and contracting.

Time extension for lodgement of corporate reports in impaired COVID-19 business environment
- ASIC has recently announced a one month extension for the lodgement of corporate reports
- Extension is available to unlisted entities.

Planning for AGMs as the pandemic spreads
In response to the adverse impact that the COVID-19 pandemic will have on Australian companies’ ability to hold annual general meetings (AGMs), ASIC issued a guidance note – 20-068MR on 20 March 2020 (Guidance):

How will COVID-19 impact your business contracts
The COVID-19 pandemic is having an unprecedented impact on the economy. The effects of escalating government counter-measures will change the way we do business for the foreseeable future.

What corporate veil? Company directors personally liable for unpaid GST
From 1 April 2020, in a significant extension to the director penalty regime, company directors will be personally liable for unpaid GST (including luxury car tax and wine equalisation tax).
The legal life – meet James Donoghue
Meet Rigby Cooke’s Corporate & Commercial Partner James Donoghue, who has over 30 years of experience in managing large corporate and project development transactions both within Australia and overseas. James shares his career highlights and some thoughts for those just starting out in their legal career.

Negotiating the Loan Term Sheet: The Borrower’s Perspective
There are new signs that the Australian property market is on the rebound. As the property market recovers, so does the credit market and companies will increasingly seek financing for their business. Financing may take many forms: revolving credit loans, loans to finance the acquisition of a target company, or construction loans, to name a few.
The legal life – Julia Cameron – South East Business Hub edition
Meet Julia Cameron, who is one of the partners leading the strategy around our South East Business Hub in Dandenong South.

‘Fairness in Franchising’ – The Call for Equitable Exit Arrangements
Chapter 11 of the Parliamentary Joint Committee on Corporations and Financial Services ‘Fairness in Franchising Report’ – published in March 2019 – covered the termination of franchise agreements.

‘Fairness in Franchising’ – Unfair Contract Terms in Franchising Agreements
Last month, the Parliamentary Joint Committee on Corporations and Financial Services published its ‘Fairness in Franchising report’ (Report). The terms of reference for the Report were released over 12 months ago and more than 400 submissions were received, mostly from franchisees.

Transport & Logistics Contracts – Common but Fatal Traps
Contracts to provide transport or logistics services are vital to business success, but if not well negotiated, can have serious or even fatal consequences for the transport or logistics provider.

Tenders: high rewards but high risks
Governments and, increasingly big companies, are using tender processes (including Request for Proposals and Request for Tenders) to award contracts to transport and logistics companies.

Smart contracts – transacting in the digital era
Since the launch of Bitcoin in 2009, more and more people have become aware of blockchain technology, and its potential to revolutionise payments systems. However, blockchain has many applications beyond cryptocurrency. ‘Smart contracts’ – computer code which execute the terms of an agreement have the potential to revolutionise commercial transactions.

Parallel importing just got easier
There has been a significant amendment to the Trade Marks Act 1995 which further entrenches the legality of parallel imports in Australia.

What your organisation needs to know about mandatory data breach notifications
Mandatory data breach reporting requirements commenced on 22 February 2018. Organisations that are bound by the Privacy Act 1988 (Cth) (Privacy Act) need to report certain data breaches to the affected individual(s) and the Australian Information Commissioner.

‘Best (act) Before’ Country of Origin food labelling deadlines are enforceable
How to prepare to comply
From 1 July 2018 food businesses must comply with labelling requirements set out by the Australian Government which aim to provide consumers with greater transparency on the origin of their food.
Landmark Royce Hotel sale settles into safe hands of Melbourne hotelier and pub owner
St Kilda’s Royce Hotel has changed hands, with Melbourne pub owner Mazen Tabet and the Tabet Investment Group purchasing the freehold and business for a $55 million purchase price.

Must your personal information actually be about you? Court decision defines ‘personal’
In a recent case involving Telstra, the Full Federal Court has confirmed that personal information must be information about an individual before it will be protected and regulated by the Privacy Act and the Australian Privacy Principles.

Forgiving quarantined Div. 7A loans & UPEs
Latest news from Rigby Cooke’s tax team. Making sense of the #austax system.

Is your standard form contract fair?
Unfair contract terms provisions to be extended to small businesses on 12 November 2016.

Is your brand protected?
IP Australia fee changes looming – Renew your existing trade mark registration now to save.
IP Australia has announced a change to its fee structure. You can find out more here.

Getting the terms of trade right: lessons for traders
Many of our clients trade with customers on credit. When doing so, there is a risk that customers might be unable to pay.

Employees leaving – IT forensic accountant and confidentiality
Prudent business owners will go to great lengths to protect their intellectual property and confidential information from their employees and competitors.

To agree or not to agree
One of the golden rules when entering into an agreement is to ensure that all the terms are recorded in writing and signed by the relevant parties. As the old saying goes, a verbal agreement is as good as the paper it is written on.

Caught in the act: adultery website falls short on privacy
Ashley Madison breached a number of its obligations under Australian privacy law in the months leading up to a cyber-attack on its customer database in July 2015, a joint report by the Canadian and Australian privacy commissioners found recently.

Insights from the Victorian Manufacturers breakfast
We are pleased to have co-hosted our first Victorian Manufacturers breakfast with Klugo.

Copyright ownership for software developers – who really owns the code?
Many businesses are familiar with engaging a software developer to create a product or application, however the devil is in the detail when it comes to ownership of the end product.

Obtaining patient consent to the collection of health information
If you are a health service provider, all personal information that you collect about an individual to provide, or in providing a health service to that individual is classified as health information for the purposes of the Privacy Act.

Are you ready to report a data breach?
The effects of a privacy breach can extend beyond fines and apologies: the damage to a business’ reputation and goodwill can be costly and it may take years to rebuild.

Transferring personal information offshore – how Australian businesses can minimise the risk
Can Australian businesses send information overseas?
If your business discloses personal information to an overseas recipient, it may be accountable for any actions of the overseas recipient that would breach the APPs. This leaves your business with a significant exposure – your business could be found liable based solely on the actions of the overseas recipient.

Franchisor liable to franchisee for allowing incursions into territory
Spanline Weatherstrong Building Systems Pty Ltd, a franchisor engaged in designing, manufacturing and selling home extensions (eg patios, roof awnings, covered verandas, and carports) gave permission to one of its franchisees (Marmax Investments Pty Ltd) to conduct business within the territory of another franchisee (RPR Maintenance Pty Ltd).

CGT event time and options
In structuring 30 June transactions it is often desirable to sign a contract before 30 June, but defer payment of capital gains tax (CGT) or the CGT event until a subsequent income year; particularly where settlement is deferred to a subsequent income year so there are no sale proceeds for the vendor to pay the tax or it is desired to set-off losses in the subsequent income year.

Good faith in the franchising relationship
Key points
- Parties to a franchise agreement should always act honestly in exercising powers and performing obligations under the agreement and the Franchising Code of Conduct

Pharmacy Location Rules considered by the Full Federal Court
On 3 February 2016 the Full Federal Court handed down its decision in Assarapin v. Australian Community Pharmacy Authority. 1

Do your deeds of indemnity for officers and directors require review?
- A recent court decision highlights the need for companies to review deeds of indemnity given to the company’s directors
- The decision illustrates the importance for officers and employees of having effective and extensive directors and officers insurance from the outset

What is the European Court of Justice Safe Harbour ruling?
The European Court of Justice has ruled that a 15-year-old agreement allowing companies to transfer personal information from servers within the European Union to servers in the United States is invalid.