Smarter Lawcast with Hall & Wilcox

Scott Butler, Jacqui Barrett and Nicole Tumiati discuss how professional services firms can restructure equity and manage owner exits, especially when things get tough. They look at the common reasons why a firm may change its ownership structure – both good and bad – and the key obstacles owners may face to negotiate an acceptable outcome.

Sam Kelsey and guest Julia Halioua from the Footprint Company continue their discussion about green construction, looking at carbon emissions from a contractor’s perspective. With a large portion of a contractor’s emissions coming from its supply chain, Sam and Julia offer tips on how contractors can reduce their emissions and effect change in the industry.

Tax issues are core to any business restructure and must be considered at the beginning of any restructure planning. Scott Butler and Jim Koutsokostas discuss common tax and duty consequences, how these may differ from state to state, and why involving a tax lawyer early in the process can help avoid some nasty surprises later.

Sam Kelsey chats with guest Julia Halioua from the Footprint Company about green construction, which is sustainable and environmentally friendly construction with a focus on carbon emissions. Sam and Julia discuss carbon emissions from a developer’s point of view: what are they? How are they measured? What can you do to reduce emissions? And why should you?

Scott Butler and Mark Petrucco discuss how safe harbour provisions protect directors against potential insolvent trading liability while restructuring companies, how to access the provisions, and the importance of engaging good advisors to steer the right course.

Scott Butler and David Dickens discuss how a director may become liable for unpaid taxes under the Director Penalty Regime, why it’s critical that directors lodge activity statements, and what options are available if a director receives a Director Penalty Notice.

Host Suzie Leask, Partner Meg Lee and special guest Debbie O’Byrne, founder of Planet Price, discuss recent interesting cases that provide guidance on the ways in which boards need to manage ESG-related risks, why climate and nature related risks and dependencies, including throughout the supply chain, are something directors and boards need to consider, and why there is an obligation to use data to make informed long-term business decisions that are in the best interests of everyone, not just the business.

What should boards and businesses have on their radar about ESG? Host Suzie Leask, Partner Meg Lee and special guest Debbie O’Byrne, founder of Planet Price, discuss how to use data to help set targets, how collecting the right data can help mitigate ‘greenwashing’ and ‘greenhushing’ claims, why planetary boundaries are a critical measure of what a future flourishing society looks like, Australia’s new mandatory climate reporting standards, and why ESG is no longer a ‘nice to have’ but an expected ‘business as usual’ capability within organisations.

Where can boards go wrong and what happens if they do? In an environment where compliance demands on boards are extraordinary, Suzie Leask, Julian Hammond and Steve Knight discuss why boards might lose their way, lessons on what not to do, and advise directors on how best to manage ‘boards behaving badly’ issues.

What transformational cultural change is needed to comply with the Positive Duty under the new Respect @ Work and build diverse, healthy, inclusive and respectful workplaces? Fay Calderone and Suzie Leask discuss this and outline practical steps leaders can take to ensure compliance and moving beyond it.

Fay Calderone and Suzie Leask discuss the key compliance issues boards and executive leaders need to be aware of, from Respect @ Work and everchanging workplace relations laws to cyber security, ESG to corporate governance.

Hosts Sean Kempel and Ariana Saropoulou interview two of Hall & Wilcox’s newest partners, Vanessa Murphy and Ben Cotter. Vanessa and Ben speak about their journey to partner, the areas they practice in and why they chose those areas, how their roles and responsibilities have changed since they were promoted to partner, and offer some advice to grads starting out their legal career.

Jacob Uljans discusses with hosts Ariana Saropoulou and Sean Kempel the importance of work/life balance and why it’s crucial to develop strategies to ensure that work does not become all encompassing. Jake also speaks about his role as National Graduate Partner and the importance of a great graduate program.

Nathan Kennedy and Dan Poole chat about our pro bono and community program with hosts Ariana Saropoulou and Sean Kempel. They talk about how pro bono makes a difference in people’s lives, how the skills learned make for better lawyers, and share their stories about why they love working in this area.

Find out more about our Pro Bono practice.

John Hutchinson, Michelle Eastwell and Sevan Gore discuss cleansing notices, which are an important part of any capital raising toolkit. What is a cleansing notice, when would you use one and what happens if there is a breach of any of the cleansing notice requirements?

The new unfair contracts terms regime comes into force from 9 November. The ACCC and ASIC have signalled that this will be an enforcement priority, and so the new regime will be an important part of a business’s risk and compliance program. Suzie Leask, James Deady and Mark Lebbon outline the changes, which include significant civil penalties and an increase in the number of businesses that these laws will apply to, and offer tips for how businesses can get ready.

You can also find more information on our Unfair Contract Terms Resource Centre.

John Hutchinson, James Morvell and Hamish McNair discuss how defamation issues may arise when claims are made against companies or individuals within companies, what defences are available and how to prevent these issues arising in the first place.

Matt Curll busts some myths around insurance law with hosts Ariana Saropoulou and Sean Kempel. He also chats about what he loves about insurance law, the skills good insurance lawyers need, and why insurance law is an exciting and challenging area to practice in.

Do you have any burning questions for our grads? Submit them below.

Environmental, social and governance (ESG) issues are a big topic in corporate life but have particular importance for listed entities, given the public nature of ESG disclosures, investor interest and the potential for regulatory and class action risk. John Hutchinson, Julian Hammond and Vanessa Murphy discuss the change in ESG emphasis from regulators, what to do if your company receives a notice about ESG-related issues, and why bluewashing is the next issue on the horizon.

Stefan Fenk chats with guest David Gibson, CEO of DGA Group, a specialised construction global consulting firm, about advance payment and price adjustment clauses. These are two quick fixes that can be incorporated into construction contracts that might reduce the risk of contractors going insolvent. David shares his knowledge and experience of these clauses in practice and offers top tips for using both clauses.

With companies gearing up for AGM season, John Hutchinson and Deborah Chew discuss how to best prepare for AGMs, including whether meetings will be in-person, virtual or hybrid, typical resolutions and areas of possible controversy.

Hosts Sean Kempel and Ariana Saropoulou chat with Partner Elisa Paxton and Senior National Early Careers Advisor Gilda Carter about why blind recruitment during the clerkship and graduate application process is so important, how to make your application stand out, how to prepare for an interview and why grads should consider applying to Hall & Wilcox.

What practical steps can tax practitioners, accountants and other professionals take to protect the confidential data of their clients? Eden Winokur and Bradley White discuss two of the most business critical issues facing organisations today: cyber security and data privacy.

Adam Dimac and Todd Bromwich discuss Treasury’s proposed changes to Australia’s complex tax residency rules for individuals, highlighting the key changes, how they may work in practice and what changes they hope to see in the final proposal.

Stefan Fenk and Sam Kelsey discuss whether there are any ‘quick fixes’ that can be incorporated into construction contracts that might reduce the risk of contractors going insolvent, focusing on advance payment and price adjustment clauses.

Hosts Ariana Saropoulou and Sean Kempel chat to Tony Macvean, who outlines his career journey from articled clerk to managing partner, what he loves about the firm, how our Hallmarks articulate and drive our respectful culture, why collaboration is our superpower, what he learned as a leader during Covid, and he shares his advice for law graduates.

In part 2, Frank Hinoporos, Chris Brown and guest Jason Phillips from JNP Advisory discuss key due diligence issues presented during the sale of a professional services business including structure, employees and employment agreements, insurance, and clients and existing arrangements.

Read ⁠Jason's profile⁠.

What issues should be considered when contemplating a sale of a professional services business? In part 1, Frank Hinoporos, Chris Brown and guest Jason Phillips from JNP Advisory discuss how to maximise the benefits while managing the risks.

Read Jason's profile.

There are serious consequences for directors when a company becomes insolvent. In this episode, Scott Butler and David Dickens discuss what risks directors face, what options are available for directors to avoid insolvent trading liability, and how a good turnaround advisor may be able to help save the business.

Scott Butler, Ed Paton and David Catanese discuss the key transactional and employee issues to consider when acquiring a distressed business. In a distressed sale, the timelines are short and access to information may be limited. It is also wise not to treat employee issues as an afterthought.

Scott Butler, Jacqui Barrett and David Cooper discuss what matters a business in distress should consider from a banking and corporate structuring perspective to be able to trade out of its situation and navigate a new path forward.

Scott Butler and Nicole Tumiati discuss the key reasons that can impact a business’s ability to comply with its contractual obligations. How can a business introduce flexibility into contracts to allow it to respond to changing economic conditions?

John Hutchinson, Deborah Chew and Anthony Bradica discuss the tax and corporate law issues surrounding executive remuneration, particularly equity plans. Although there have been no dramatic tax rule changes in the past year, the Corporations Act has changed, with implications for both listed and unlisted companies.

John Hutchinson, James Morvell and Sevan Gore discuss the opportunities in a challenging market for listed companies to buy unlisted companies and/or assets. How do acquisitions by a listed company differ from their unlisted competitors? The path to success lies in careful advance planning, including being aware of the regulatory issues, having a clear PR strategy, and knowing where funding will come from.

With companies facing economic headwinds, John Hutchinson, Michelle Eastwell and Deborah Chew discuss how to raise capital in a challenging market, including the different types of capital raising they are seeing, the quickest way to raise capital with certainty and issues to be aware of in relation to cleansing notices, trading halts and suspensions.

With data breaches and scams exploding over the past decade, what are the risks for individuals who have had their personal information accessed or published during a data breach? Eden Winokur spoke to David Lacey, founder and managing director of Australia’s leading identification protection service, ID Care, about how his organisation helps individuals and corporates who have been impacted by data breaches.

Chris Brown interviews Scott Fletcher about impact investment. What is it, how does it differ from ESG, has it taken off in Australia and what sort of investors does impact investing appeal to?

Janene Bon and Claire Hawke-Gundill discuss the effect of a change of relationship status, such as entering a de facto relationship, marriage, separation and divorce, on succession planning and outline some implications and actions for people to consider.

In the second of a two-part series exploring tax issues to consider during an M&A transaction, Frank Hinoporos and Michael Parker discuss purchase price structure, the allocation of purchase price consideration and some issues arising post-completion of a deal.

Laura Hanrahan and Janene Bon discuss superannuation considerations for blended families, outlining the strategies required to ensure a person’s wishes regarding their superannuation will be carried out after their death.

Meg Lee and Neil Pearson, Head of ESG and Social Value at UK firm Mills & Reeve, discuss the latest ESG developments in the UK. They provide insights into two pivotal court cases, one involving a case against the UK Government, and the other case involving an environmental group against the directors of Shell, and possible implications for companies and boards.

In the first of a two-part series further exploring M&A and related tax issues, Frank Hinoporos and Michael Parker consider the key things clients need to ‘get their house in order’ from a tax perspective before embarking on an M&A deal. This includes managing tax issues before entering into a ‘terms sheet’, the pre sale restructuring risks that need to be managed, and practical strategies to address the historic tax exposures or risks identified during the due diligence process.

Juliet O’Brien and Laura Hanrahan discuss mutual wills. When are they a useful strategy for estate planning for blended families and what are some of the disadvantages?

Jacqui Barrett interviews Jason Schneiderman, about the collapse of Silicon Valley Bank. What caused the collapse? How did social media play a part in sparking the run on the bank? What are the implications for startups, funding and venture capital now that SVB, which was one of the few banks willing to lend money to startups, is gone?

Eden Winokur and James Morvell discuss the continuous disclosure obligations on companies subject to cyber attacks. When should you notify the regulators and what are you required to disclose? What are the consequences if you don’t notify?

Frank Hinoporos and Todd Bromwich update listeners on the most recent developments in relation to section 100A of the Income Tax Assessment Act 1936, and the Full Federal Court’s decision in Guardian AIT.

Juliet O’Brien and Laura Hanrahan discuss the additional challenges for succession planning for blended families, especially if there are family assets to pass on, and why it’s vital to properly consider the succession planning.

Four of our female leaders – Emma Woolley, Natalie Bannister, Barbara Casado and Ann Watson – share their experiences with Managing Partner Tony Macvean about what we can continue to do to ensure better gender equity within our firm and the legal sector. They reflect on what’s working and what’s not, how great it is that so many women now have a seat at the table, the importance of role models, and what needs to be done so that we are not having the same conversation in 10 years’ time.