Business law conference 2010

Tuesday 16 November 2010, 8:50am–5:30pm
Law Society House, 179 Ann Street
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Conference DVD (Resource code: 101116CD)
$990 non-members
$760 members
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Overview

Practical Legal Ethics Professional Skills 6.5 CPD points

Critical update for small, medium and venture capital scale business transactions.

Receive guidance direct from the ACCC and ASIC on targeted activities under the new Trade Practices Act and the National Consumer Credit reform, as well as feedback from Lexon Insurance on failure points in business transactions resulting in claims of negligence against practitioners.

Following a presentation on problems arising from audits conducted by the Office of State Revenue on the of transfer of businesses in Queensland, your opportunities are to also learn which commercial decisions are now governed by the Personal Properties Securities Act reform.

Course code: 101116

Morning – 3.5 CPD points

8:50am–9:00am
Welcome Remarks
  • Chair: Damien Clarke – Partner, McCullough Robertson – Accredited Business Law Specialist (Qld)
9:00am–9:40am
Australian Competition & Consumer Commission assessment of unfair terms
  • how the ACCC is poised to ensure individuals and businesses comply with consumer protection laws
  • how the ACCC is empowered to take legal action through the courts to have a term declared to be unfair
  • setting out the ACCC approach to assessing the fairness of terms
  • Speaker: Guy Launder – Deputy Director, Australian Consumer & Competition Commission
9:40am–10:20am
Australian Securities & Investments Commission on targeted activities
  • overview of the new National Consumer Credit Protection regime
  • likely focuses for ASIC as the new national regulator
  • Speaker: Melanie Spong – Senior Manager – Credit, Australian Securities & Investments Commission
10:20am–10:50am
Unfair contractual terms – the practitioner’s update
  • tricks and traps – learning from the experience so far – where are the high risk areas emerging?
  • practical issues when redrafting – the new required drafting approach
  • consumer credit – what are the key linkages and issues to keep in mind when drafting credit and related documents?
  • Speaker: Randal Dennings – Partner, Clayton Utz
10:50am–11:10am
Morning Tea
Stream 2A
11:10am–11:40am
Lexon review of failure points in business transactions

As insurer providing professional indemnity insurance to members of the Queensland Legal Profession, receive an update on transactional problems being experienced by business law practitioners in the areas of:

  • confidentiality
  • due diligence
  • pre-contractual issues
  • contractual issues
  • pre-settlement issues
  • completion
  • post settlement finalisation
  • Speaker: Lara Dawson – Senior Associate, Cooper Grace Ward Lawyers
11:40am–12:20pm
Transferring ownership of small businesses
  • assessing earn out and payment terms
  • what to consider in the form of restraints
  • how to approach structuring the deal
  • legal compliance issues to be aware of
  • Speaker: Carly Ashwood – Associate, Cooper Grace Ward Lawyers
12:20pm–1:00pm
Factors to consider when buying and growing a business – information for small-to-medium sized businesses
  • buying a business or partnership interest
  • duty payable on GST-inclusive commercial transactions
  • payroll tax awareness-how the threshold applies to your business (including contractors)
  • compliance matters- section 30 implications, your rights and responsibilities
  • how changing your business structure affects your self assessor registration with the Office of State Revenue
  • Speaker: Shane Miller – Senior Client Engagement Officer, Office of State Revenue
Stream 2B
11:10am–12:30pm
Venture Capital Redefined – Equity investment after the GFC
Professional Skills

Venture Capital firms have moved their focus to supporting existing portfolios and looking at new investment in companies that have earlier potential returns, opening new opportunities for investment as well as challenges in sourcing capital to fill the growing funding gap for earlier stage companies.

As a source of funding which supports high risk ventures developing new technologies, products and services, private equity capital is a critical stage of company development.

As a practitioner, work with venture capitalists to map:

  • what is really needed for investment readiness
  • what venture capitalists look for & what is happening post GFC
  • how venture capitalists assess investment opportunities
  • Speaker: Ruth Drinkwater – CEO, Australian Association of Angel Investors
  • Speaker: Peter Devine – CEO, Uniseed Management Pty Ltd
  • Speaker: Jim Kalokerinos – Member, Brisbane Angels
  • Chair: John Kenny – Legal Practitioner Director, Kenny & Co Solicitors
12:30pm–1:00pm
Advising on potential criminal liability in the corporate context

Highlighting the practical implications for directors, officers and their advisors of recent legislative reforms and the operations of enforcement agencies.

Receive specific guidance on how to recognise and manage risks and protect client’s rights and privileges in investigations.

  • Speaker: Rob Franklin – CEO and Director, Potts Lawyers
  • Speaker: Bill Potts – Director, Potts Lawyers and Queensland Law Society Council Member
1:00pm–2:00pm
Lunch

Afternoon – 3 CPD points

Stream 3A
2:00pm–2:30pm
Options for limiting liability and protecting assets with business structures

Develop your practical understanding of the common and often unrealised threats to assets sought to be protected:

  • comparing commonly used business structures
  • how layered structures can quarantine risks
  • track initial structures and consequences of re-structuring
  • beware of the “sleeping dogs” – loan accounts, Unpaid Present Entitlements and other traps
  • structuring trusts post Richstar – are the courts lifting the veil and unravelling trusts?
  • Speaker: Zinta Harris – Principal, Harris Law and dual Accredited Specialist - Business Law (Qld) and Succession Law (Qld)
2:30pm–3:00pm
Ensuring personal guarantees in business are valid
  • imperatives steps to take when drafting a guarantee
  • common routes of escape accessed by guarantors
  • how to challenge the validity of a guarantee
  • what to do when a guarantor seeks to escape
  • Speaker: Greg Smart – Barrister, Queensland Bar
Stream 3B
2:00pm–3:00pm
Get to know your clients – or someone else will!

Due to unforseen circumstances, Stream 3B was not filmed at the conference and therefore is not available on the DVD. The speaker has provided a powerpoint which will be included in the speaker materials on the DVD.

  • Speaker: Michael Moon – Managing Director, Law Review
3:00pm–3:20pm
Afternoon Tea
3:20pm–4:30pm
New commercial decisions dictated by the Personal Properties Securities Act

Presented by the Queensland Law Society Banking and Finance Law Committee, this short seminar provides a summary and guidance for solicitors advising commercial clients in relation to the Personal Properties Securities Act. This reform will affect how securities are regulated and how business is conducted. Highlighting the essential provisions and fundamental changes this seminar provides delegates with an opportunity to:

  • identify the types of transactions that will fall within the new regime, including traditional securities over personal property (bills of sale, charges, liens pledges etc) and also retention of title provisions in sale contracts, finance leases, hire purchase agreements, assignments of debt, certain leases, consignments, flawed asset arrangements etc
  • new concepts and means of protecting interests, and receive a broad overview of several hundreds of pages of new legislation
  • understand the timeline of reform
  • determine what you need to do to assist your clients in navigating the reform
  • ask questions about the new regime
  • Speaker: John Gallimore – Partner, Allens Arthur Robinson
4:30pm–5:30pm
Ethical issues raised in relation to commercial contracts
Practical Legal Ethics

Presented by the Queensland Law Society Centre for Lawyers’ Ethics, this seminar will examine the ethical obligations of solicitors in negotiating and drafting contracts. Duties that may be owed to unrepresented parties will also be highlighted. Further issues for practitioners to be aware of include:

  • fraudulent and negligent representations and warranties
  • errors, fraud and “ conscious ambiguity” in transcription
  • “iffy” and invalid clauses. issue of liability to third parties
  • significant case law from the Unites States and Australia

A number of recommendations will be made as to how solicitors can fulfil their ethical obligations.

  • Speaker: Stafford Shepherd – Senior Ethics Solicitor, Queensland Law Society

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