Oceania: Corporate/Commercial Law

The quote sometimes attributed to Vladimir Lenin that “there are decades where nothing happens; and there are weeks where decades happen” seems particularly appropriate in relation to the 2026 Federal Budget.

In this episode of It Depends, associate Sacha Robinson explains how to choose the right jurisdiction for your trust.

This year’s Budget proposes changes to negative gearing, capital gains tax, discretionary trusts, tax deductions and housing policy. These changes could affect valuations, tax advice, settlement structures...

For most successful business owners, franchising sounds like a natural next step. The business works, the brand has traction, and the margins look sound enough to share. What the growth plans rarely account for is that franchising is not simply an expansion strategy. It is a change in what you do for a living.

Franchising in Australia operates under a well-developed legal regime. The Franchising Code of Conduct, which has the force of law under the Competition and Consumer Act 2010 (Cth), sets minimum standards for disclosure, franchise agreements, and the conduct of the franchise relationship.

Most prospective franchisors are focused, reasonably enough, on the beginning; the first territory, the first franchisee, the first year of trading. The exit is, at best, a distant abstraction. But the decisions made at the outset of a franchise system shape the value of that system more than almost any other factor, and by the time a founder is actively preparing for sale, most of the choices that will determine the valuation have already been made. The exit is not an event at the end of the journey. It is a design principle that either runs through the system from day one, or does not.

As investor involvement and expectations increase, startups and SMEs are seeing more shareholder activism. This can include investors challenging business decisions or raising concerns about governance. Companies need to understand the legal framework and manage these issues carefully to protect the business and maintain investor confidence.

Justice Lee's recent Star Entertainment decision has sparked questions about its implications for mergers and acquisitions activity.

The recent Ausmincon/Afry scheme has reignited debate over naked no vote break fees in Australian M&A transactions. While these fees have been largely absent from public deals for the past decade, the Court's decision reconfirms they are not inherently coercive and need not be minimal. What factors enabled this $1 million break fee—exceeding 1% of equity value—to withstand judicial scrutiny?

Australia is introducing three new licensing exemptions for foreign financial services providers that will take effect in April 2027. These exemptions—covering professional investors, comparable regulators, and market makers—will allow certain FFSPs to conduct financial services business without obtaining an Australian Financial Services Licence, provided specific conditions are met.

Certain obligations, including tax, superannuation, workplace safety and environmental compliance, can apply directly to directors even where work is outsourced.

The quote sometimes attributed to Vladimir Lenin that “there are decades where nothing happens; and there are weeks where decades happen” seems particularly appropriate in relation to the 2026 Federal Budget.