This month we have welcomed back Jenny Lau who has just returned from maternity leave. It is great to have her back on the team!
The ACCC has published an enforcement update relating to a recent Federal Court declaration that 12 terms in standard form contracts used by 2 subsidiaries of Servcorp Ltd were unfair, and therefore void.
Sierra Legal is now offering 3 new products aimed at increasing the accessibility of top-quality legal advice for businesses of all sizes.
- Sierra Monthly Plan - Under a Sierra Monthly Plan, Sierra Legal provides expert corporate and commercial legal advisory services for a fixed monthly fee, rather than the traditional method of charging clients based on the number of hours spent providing those services.
- Sierra Virtual - Sierra Virtual provides on-call, flexible and experienced legal counsel for in-house legal teams that are under-resourced, or under pressure due to busy periods or staff absences, or to corporate law firms who may need additional resources during large projects.
- Free Contract Health Check - A Free Contract Health Check can help give you peace of mind by confirming that you have an effective and compliant contract or other legal document in place, or by identifying potential areas for improvement to better protect your business.
In our first 3 articles in this series ("Proper preparation prevents poor performance", "Get your backyard in order" and "Transaction documents") we set out our top 10 tips and traps for sellers to consider when they are proposing to sell their business. Our final 2 tips relate to the completion and post-completion stages of the transaction.
The ASX has recently updated Guidance Note 8 (Continuous Disclosure) to address the practice of listed entities commissioning and publicising research reports which include objectionable material that the entity itself could not publish (e.g. information about exploration results, mineral resources, ore reserves or a production target that does not comply with the JORC Code or research reports with an estimate of earnings or other forward looking financial information that does not meet the requirements of relevant ASIC Regulatory Guides).
In our last article in this series (“Proper preparation prevents poor performance”), we gave 3 initial tips for potential sellers to consider before embarking on the process of attempting to sell their business. Our next 3 tips relate to due diligence and indicative offers.
The commonly known 5 P’s of success (“proper planning/preparation prevents poor performance”) are as relevant to the sale of your business as in other areas of life. If you are proposing to sell your business, proper planning and preparation before entering into any discussions with potential buyer(s) will assist you in obtaining the best possible price for your business, limit delays and reduce exposure to risks.
Over the next few weeks, we will highlight some of the top tips and traps for parties looking to sell their businesses.
On 19 March 2018, the Federal Court imposed a $300,000 penalty against online business directory service ABG Pages Pty Ltd for engaging in systemic unconscionable conduct, undue harassment, and making false and misleading representations in relation to its online advertising services. In successfully bringing proceedings against ABG Pages, the ACCC has sent a clear message that making false or misleading representations, engaging in high pressure sales tactics and unduly harassing customers to enter into contracts or pay invoices, are not legitimate business strategies.
Sierra Legal is excited to be named as a finalist in the “Boutique Firm of the Year” award category at the 2018 Australasian Law Awards! Thanks to all our clients for the continued support.
The ASX has published a compliance update which, among other things, summarises updates to Guidance Note 1 (Applying for Admission), Guidance Note 8 (Continuous Disclosure), Guidance Note 12 (Significant Changes to Activities) and Guidance Note 16 (Trading Halts and Voluntary Suspensions). The updates were released by the ASX on 9 March 2018
In a compliance update released on 15 March 2018, the ASX has highlighted recent incidents where disclosures by listed entities about their contractual arrangements with customers has fallen short of the required standards.
The ASX has used this compliance update to remind listed entities that, if a listed entity fails to comply with the required disclosure requirements, the ASX will not hesitate to suspend the entity, query it and require it to correct any inadequate or misleading disclosures. The ASX will also refer the entity to ASIC to consider regulatory action.
Sierra Legal has developed an innovative monthly services package for selected clients. In simple terms, it involves Sierra Legal providing expert legal services for a fixed monthly fee, rather than the traditional method of charging clients based on the number of hours spent providing those services.
Our monthly services package offers clients a number of advantages, particularly in that it encourages early and regular contact with experienced legal advisers (rather than seeking advice after issues have escalated), and without the fear of receiving unexpected invoices for legal fees.
For more information, see our Monthly Services Package page.
Sierra Legal would like to congratulate SPAC Logistics Pty Ltd on its recent acquisition of Josie’s Transport Group. Josie's Transport Group is a business-to-business courier service that primarily operates in the Geelong and Melbourne areas (with the ability to also service Warrnambool and Ballarat, and other Victorian and interstate destinations).
Sierra Legal assisted with all legal aspects of the transaction including:
- drafting and negotiating transaction documents; and
- assisting with completing the transaction.
For further information, please contact Craig Sanford or Samantha Khoo.
Sierra Legal is pleased to announce that Kenneth Gitahi has joined the group as a Senior Associate.
Ken specialises in mergers and acquisitions and equity capital markets.
For more information, see: https://www.sierracorp.com.au/team/
On 18 September 2017, the Treasury Laws Amendment (2017 Enterprise Incentives No. 2) Act 2017 (Cth) (Treasury Laws Amendment Act) received Royal Assent. The Treasury Laws Amendment Act creates major changes to Australia’s insolvency law regime by introducing:
a “safe harbour” for company directors to avoid contravening the insolvent trading provision in the Corporations Act 2001 (Corporations Act); and
provisions making “ipso facto” clauses unenforceable while a company is undergoing specified restructuring or other arrangements aimed at avoiding being wound-up in insolvency.
The new safe harbour provisions came into effect on 19 September 2017 and the changes to the ipso facto laws are expected to come into effect on 30 June 2018.
Sierra Legal would like to congratulate Bingo Industries Limited (ASX: BIN) on its entry into the Victoria waste management market through the acquisition of Konstruct Recycling, Resource Recovery Victoria and AAZ Recycling.
Sierra Legal assisted Bingo with all legal aspects of the transaction, including:
· Legal due diligence;
· Drafting and negotiating transaction documents; and
· Assistance with completing the transactions.
The combined deal consideration across the 3 acquisitions was approximately $38 million.
For further information, please contact Craig Sanford, Michael Jeffery or Jenny Lau.
4-8 years PQE (Associate or Senior Associate)
Unique and flexible work environment
Relaxed, close-knit and supportive team
Broad range of corporate and commercial work
Click below to find out more about this role.
We are pleased to announce the promotion of Jenny Lau as a Special Counsel of Sierra Legal. Jenny joined Sierra Legal in 2011. She was one of the first employees of the business and has been instrumental in its growth and development.
In late 2016, the Australian Federal Government introduced into parliament, the Corporations Amendment (Crowd-sourced Funding) Bill 2016 (Cth) (the CSF Bill). The CSF Bill will amend the Corporations Act, and will establish a regime for equity crowd-sourced funding for certain ‘eligible’ Australian companies (the CSF Regime). The CSF Bill recently passed through both the Australian Federal House of Representatives and the Australian Senate, and will now be presented to the Governor-General for assent.
The CSF Bill is intended to remove the regulatory barriers to equity crowd-sourced funding and to therefore make available a new funding source for business in Australia. It also introduces to all Australians a form of investment that has previously only been available to sophisticated investors.