Data, can it be traded like shares?
On the demand side, AI to learn needs to ‘drink’ from vast, diverse data pools collected from multiple sources. On the supply side, many companies also are looking at how to ‘monetise’ data for uses outside their own business. We are heading into a world of ‘data as a commodity’, but what would a data trading environment look like?
The World Economic Forum has been working up a model of ‘data exchanges’ operated by data marketplace service providers (DMSPs).
A Guide to IPOs in Australia
This guide provides an overview of the process for conducting an initial public offering (IPO) in Australia and sets out, at a high level, some of the key legal and structuring issues relevant to a company seeking to conduct an IPO and list on the Australian Securities Exchange (ASX). There are a variety of reasons why a company may consider an IPO, including to raise capital and provide additional financial flexibility and access to capital markets to pursue growth opportunities.
NDAs
Sharing knowledge and information is often necessary when running an organisation, including not-for-profit and/or charitable organisations. In some cases, this knowledge and information might be confidential. For example, it might contain trade secrets or donor lists which could cause monetary or reputational harm if made public. One way to protect against the risk of harm, whilst still sharing confidential information, is to enter into a non-disclosure agreement (NDA).
Electronic execution update
In response to both the COVID-19 pandemic and ongoing uncertainty about companies signing documents electronically, the Federal Government had previously introduced temporary determinations that specifically permitted the electronic execution of documents (and split execution) under section 127 of the Corporations Act. The Corporations (Coronavirus Economic Response) Determination (No1) 2020 and Corporations (Coronavirus Economic Response) Determination (No3) 2020 were in place from 6 May 2020 through to 21 March 2021.
Director Identification Numbers
Illegal phoenix activity is a process whereby directors of a company transfer an ongoing business and assets to another entity and then leave the old company to be liquidated.
Launch of .au direct: an entirely new domain
auDA recently announced that a new domain namespace will become available on 24 March 2022 for .au direct. This new extension will allow you to register your domain name directly preceding .au, for example: mycompany.au or newdomain.au.
Recent amendments to the Designs Act
The Designs Amendment (Advisory Council on Intellectual Property Response) Act 2021 (Cth) received Royal Assent on 10 September 2021, and introduces key changes to designs law in Australia. In particular, a 12 month “grace period” will be introduced, which protects applicants who use or publish their design before filing. The majority of the amendments commence on 10 March 2022, and we outline in detail below the key changes and what you need to know.
Can Directors be held personally liable for payroll tax
We thought we would revisit the Office of State Revenue (OSR) Compliance Notice. This less common notice can make a director personally liable for a company’s NSW payroll tax debts.
Business Restructures
The Office of Statue Revenue has recently released an administrative arrangement that provides an exemption to small businesses undertaking a restructure from a sole trader, partnership or discretionary trust to a company structure.
Continuous disclosure changes
The Australian Senate has passed the proposed reforms to the continuous disclosure regime to limit liability to circumstances where companies, directors or officers can be shown to have actual knowledge that the company’s disclosure is incorrect or where they act recklessly or negligently. The legislation will now return to the House of Representatives to be passed in final form before being sent for Royal Assent. As such, we do not yet have a date for formal implementation of these reforms but anticipate it to be soon. These reforms were contained in the Treasury Laws Amendment (2021 Measures No. 1) Bill 2021.
Electronic execution - Temporary measures reinstated
Again from Saturday, 14 August 2021, Australian companies can electronically execute documents, once again, under section 127 of the Corporations Act 2001 (Cth) (Corporations Act).
Raising capital without disclosure
In the ordinary course where there is an offer of securities, a disclosure document must be prepared. However, there are some exceptions to this rule under sections 708, 708AA and 708A of the Corporations Act 2001 (Cth) where disclosure is not required. This article will briefly consider the small scale offering sophisticated investor and professional investor exemptions.
Further, the application of these provisions to foreign investors and corporations is discussed.
Yabbr acquisition of Trycall
GRM LAW recently advised Yabbr on its acquisition of telecommunications company Trycall.
GRM LAW was lead M&A and legal advisor on the transaction.
The acquisition involved the purchase of the Trycall business from four separate Trycall entities and a 100% share purchase of Trycall (Aust) Pty Ltd. Yabbr Pty Ltd effectively acquired the entire business as well as the trading entity which enabled Yabbr to continue to run the Trycall business following completion with minimal fuss.
Medpods Medical Centres
In recent months, GRM LAW has established and continued to assist the franchised medical centre business known as Medpods Medical Centres. There has been much activity for the franchisor who has overseen with the assistance of GRM LAW:
· the sale of the corporately owned business at North Lakes to Talem Medical Group;
· the sale of the Maroochydore clinic to My Med Clinic Maroochydore Pty Ltd; and
· the opening of 2 new medical centre franchise locations at:
o Pacific Fair on the Gold Coast; and
o Arndale Shopping Centre in Adelaide.
Franchise Reforms
For some time we have been providing updates on the Franchise Code of Conduct (the Code) and the commentary surrounding its potential reform. Now, it seems as though the Code is finally poised for a facelift, with the Australian Government’s exposure draft having closed to public submissions earlier this month.
The proposed changes seek to remedy the perceived imbalance between franchisors and franchisees. This article explores some of the changes that stakeholders can expect.