Starting a company with business partners is often built on a foundation of shared vision and trust. In the early days, everyone is pulling in the same direction. But as a business matures, priorities can diverge, personalities can clash, and what once seemed like a perfect partnership can start to feel like a battle for control. Disputes between shareholders are one of the most common and damaging issues a private company can face. They can paralyse decision-making, destroy value, and turn trusted colleagues into bitter adversaries. Understanding the common battlegrounds and the legal pathways to resolution is essential for protecting your investment and your rights. Common Battlegrounds: Where Disputes Ignite Shareholder conflicts typically arise in a few key areas. Disputes Over Control and Company Direction This is the classic "vision" conflict. One shareholder might want to pursue aggressive, high-risk growth and expansion, while another prefers a conservative approach, focusing on steady profitability. This can lead to deadlock on major decisions, especially in a 50/50 ownership structure where neither party has a deciding vote. The Dividend Dilemma: Reinvest vs. Distribute Cash is the lifeblood of a business, and disagreements over what to do with profits are frequent. For example: An active shareholder working in the business may prefer to reinvest all profits back into the company to fuel growth. A passive shareholder (or one nearing retirement) may rely on that income and want the company to distribute profits as dividends. This conflict places the financial goals of the shareholders in direct opposition. Oppression of Minority Shareholders This is one of the most serious and legally complex areas of conflict. It occurs when majority shareholders use their voting power to run the company in a way that is unfairly prejudicial to the minority shareholders. Common examples of oppressive conduct include: Excluding minority shareholders from management roles they previously held. Paying excessive salaries and bonuses to themselves (the majority) to reduce the profits available for dividends for everyone. Diverting business opportunities or clients to other companies they control. Refusing to provide access to financial information. Blocking the minority shareholder from selling their shares at a fair market value. Pathways to Resolution: From Negotiation to Court Action If you find yourself in a shareholder dispute, a structured approach is critical. Step 1: Check the Shareholders Agreement A well-drafted Shareholders Agreement is your first and most important line of defence. This document is the "rulebook" for the company and its owners. It should contain clauses outlining: How key decisions are made. A process for valuing shares. A formal dispute resolution procedure (e.g., requiring mediation before litigation). How shares are to be sold / transferred. Before you do anything else, review this agreement with a lawyer. Step 2: Negotiation and Mediation The most commercial and cost-effective solution is always a negotiated settlement. Formal or informal discussions, aimed at finding a business-like solution, should be your first step. If direct negotiation fails, mediation is an excellent option. A neutral third-party mediator can help facilitate communication and guide the parties toward a mutually acceptable outcome, such as a structured buyout or a revised management plan. Step 3: Your Legal Rights Under the Corporations Act 2001 When negotiation and mediation fail, the Corporations Act 2001 provides powerful remedies. The two most common actions are: The Oppression Remedy (Section 232): This is the primary tool for minority shareholders. If a court finds that the company's affairs are being conducted in a manner that is oppressive or unfairly prejudicial, it has broad powers to make orders. The most common order is for the majority to buy the minority shareholder's shares at a fair value , determined by an independent expert. Winding Up the Company (Section 461): This is the "nuclear option." A court can order the company to be wound up (liquidated) if it is "just and equitable" to do so. This is typically reserved for cases of complete deadlock or a total breakdown of mutual trust and confidence, where the company can no longer function as intended. Protect Your Investment A dispute with your business partners can feel personal and overwhelming. The key is to act strategically, not emotionally. By understanding your rights and the legal pathways available, you can move to protect your investment and fight for a fair outcome.  If you are involved in a shareholder dispute, don't wait for the situation to deteriorate. Contact us for expert legal advice on your rights and strategic options.

As family lawyers, we witness firsthand the profound emotional and psychological toll that family law matters can inflict on individuals. The stress, anxiety, and uncertainty associated with separation, divorce, child custody disputes, and other family law issues can significantly impact mental health and well-being. It is crucial to recognise that seeking support for your mental health during these difficult times is not a sign of weakness, but rather a proactive step towards self-care and resilience. As family lawyers, we encourage our clients to prioritise their mental health and seek appropriate support, recognising that emotional well-being is essential for navigating the legal process and making informed decisions. The family law system itself can be overwhelming and intimidating, with its complex legal procedures, adversarial nature, and potential for conflict. This can exacerbate existing mental health conditions or trigger new ones, such as depression, anxiety, and post-traumatic stress disorder. There are various avenues for seeking support, including individual therapy, counseling, support groups, and online resources. Mental health professionals can provide a safe and confidential space to explore emotions, develop coping mechanisms, and manage stress. They can also assist with navigating the legal process, providing emotional support and guidance during court appearances or mediation sessions. In addition to professional help, it's important to build a strong support network of trusted friends, family members, or community groups. These individuals can offer emotional support, practical assistance, and a sense of belonging during a challenging time. Self-care practices, such as exercise, healthy eating, mindfulness, and adequate sleep, are also crucial for maintaining mental health and well-being during family law matters. Engaging in activities that bring joy and relaxation can help manage stress and promote emotional balance. Remember, you are not alone. Many people experience mental health challenges during family law proceedings. By seeking support and prioritizing your well-being, you can navigate this difficult time with greater resilience and emerge stronger on the other side.

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For any business owner, facing significant financial difficulty is one of the most stressful challenges imaginable. The pressure from creditors, the concern for your employees, and the uncertainty of the future can be overwhelming. However, it's crucial to remember that Australian law provides structured pathways to manage these situations. Making a proactive, informed decision is not an admission of failure, it is an act of responsible leadership. This guide will outline three key options available to companies in distress: Voluntary Administration, Receivership, and Liquidation. 1. Voluntary Administration: A Chance to Restructure and Survive Think of Voluntary Administration (VA) as a breathing room. It’s a process designed to give a financially troubled company the best possible chance of continuing to exist, or if that’s not possible, to provide a better return for creditors than an immediate liquidation would. What is it? The directors of a company determine it is insolvent or likely to become insolvent, and they appoint an independent, registered liquidator as an Administrator. This places a moratorium (or freeze) on most creditor claims, giving the company vital space to figure out its next move. What is the goal? The Administrator takes full control of the company to investigate its financial affairs. They then form an opinion on the three possible outcomes for the business: Return the company to the control of the directors. Approve a Deed of Company Arrangement (DOCA) – a binding agreement between the company and its creditors to settle its debts and continue trading. Wind the company up via Liquidation. Best for: Businesses that are fundamentally viable but are struggling with cash flow or debt. It provides a genuine opportunity to restructure, renegotiate with creditors, and emerge stronger. 2. Receivership: The Secured Creditor Takes Control Receivership is not typically a choice made by the business itself. Instead, it is initiated by a major secured creditor (like a bank) that holds security over some or all of the company's assets. What is it? A secured creditor appoints a "Receiver" to take control of the specific assets they have security over. The Receiver's primary duty is to the creditor that appointed them. What is the goal? The Receiver's main objective is to sell the secured assets to recover the money owed to their appointing creditor. Their focus is not on saving the company as a whole, but on satisfying the debt of one specific, powerful creditor. Key takeaway: If your business has significant loans secured by assets like property or equipment, receivership is a real possibility if you default. The directors' control over those assets is lost. 3. Liquidation: The End of the Company's Life Liquidation, also known as "winding up," is the formal process of bringing a company's existence to a close. It is the final stage when restructuring or recovery is not possible. What is it? A Liquidator is appointed to take control of the company's affairs. Their job is to identify and sell all company assets, use the proceeds to pay creditors in a specific order of priority defined by law, and officially deregister the company. What is the goal? The primary goal is to ensure an orderly and fair distribution of the company's remaining assets to its creditors. Any surplus funds, in the rare event they exist, are distributed to the shareholders. For the company itself, this is the end of the road. Key takeaway: This is the terminal option. It is initiated either by a court order, by creditors, or voluntarily by the company's directors and shareholders when they know the business cannot pay its debts. Why Early, Expert Advice is Your Most Valuable Asset Navigating the complexities of the Corporations Act 2001 is not something any director should do alone. The risks of trading while insolvent are severe and can expose you to personal liability. Engaging with legal and financial experts at the first sign of trouble is the most strategic step you can take. An experienced insolvency lawyer can act as your partner, helping you understand your duties, protect your personal position, and identify the best pathway for your unique situation. We can help you negotiate with creditors, correspond with administrators, and ensure every decision is made to secure the best possible outcome. Don't wait until the choice is made for you. Take control of the situation. If your business is facing financial uncertainty, contact our Commercial Advisory team for a confidential, no-obligation discussion about your options.

As family lawyer’s, we understand that legal fees can be a significant concern for individuals navigating the family law system. This often leads to the question of whether self-representation is a viable option. While it's certainly possible to represent yourself in family law matters, it's crucial to weigh the potential risks and benefits carefully before making this decision. Self-representation can save you on legal fees, but it also comes with significant challenges. Family law is a complex area with its own rules, procedures, and legal principles. Navigating this system without legal training can be overwhelming and increase the risk of errors or missed opportunities. Self-represented litigants may expose themselves to disadvantages when dealing with experienced lawyers representing the other party. They may not have the same level of legal knowledge, advocacy skills, or ability to gather and present evidence effectively. This can lead to unfair outcomes and a sense of powerlessness in the legal process. Additionally, self-representation can be emotionally draining, especially in cases involving high conflict or sensitive issues. The stress of managing the legal process alone, while also dealing with the emotional turmoil of a relationship breakdown, can take a toll on your mental health and well-being. While self-representation may be suitable for simple, uncontested matters, we generally advise clients to seek legal advice, even if it's just for an initial consultation. A lawyer can provide you with an objective assessment of your situation, explain your rights and obligations, and guide you through the legal process. They can also advocate for your interests, negotiate on your behalf, and represent you in court if necessary.  Remember, the family law system is designed to be accessible to everyone, regardless of their legal knowledge or financial resources. By seeking legal advice and support, you can ensure your rights are protected and achieve a fair and just outcome in your family law matter.

Purchasing property interstate, whether for your first home or your next investment, is a positive step towards securing your future. However, fully grasping each state’s unique schemes and recently implemented regulations can be challenging. At Hammond Nguyen Turnbull, we assist clients in navigating the complexities of property purchases across Australia. If you are considering a purchase in Victoria, this article will help you understand Victoria’s new Land Tax Rules and what you need to be aware of. Lower Threshold Means More Landowners Are Now Taxed A land tax threshold is the minimum unimproved value of land where tax becomes payable. If the unimproved value of your land is below this threshold, you generally aren't required to pay land tax. However, if it meets or exceeds the threshold, land tax will be calculated on the taxable value of the land, often with different rates applying to different value brackets. Each state in Australia has a different land tax threshold. From 1 January 2024, Victoria slashed its land tax threshold from $300,000 to just $50,000 , catching tens of thousands of previously exempt landowners off guard. Since then, properties valued above $50,000 are subject to annual land tax, even if they are a primary residence that is partly used for business purposes. Primary Place of Residence (PPR) Exemption The Primary Place of Residence (PPR) Exemption still exists. This means that your home is generally exempt from land tax if it's truly your main residence.This means it's the place where you ordinarily live and conduct your daily life. However, this exemption can be partially lost if your home is used for business and meets certain conditions, even if you’re earning just over $30,000. When Home-Based Income Triggers Land Tax Victoria’s State Revenue Office (SRO) now flags home-based businesses more aggressively, using criteria like: Gross income of $30,000 or more from the home-based activity. Over 30% of your home’s floor space or land area used for that activity. Employees or contractors (not just family) working on the premises. Business activities requiring council permits. Extensive tax deductions claimed in your income tax return. If these conditions are met, the land used for business becomes subject to a pro-rated land tax based on its share of your property’s unimproved site value. For instance, a $900,000 home with 10% used for business means $90,000 is taxable. Under current rates, this could attract around $500 in annual land tax . Work-From-Home Debate and Uncertainty With the Victorian government’s push to formalise a right to work from home up to two days per week, concerns have surged about unintended land tax liabilities. Premier Jacinta Allan firmly denied any changes to tax settings, calling claims of new land tax for WFH workers “nonsense”. Still, tax experts caution that the current law already allows the SRO to strip exemptions if your home usage is deemed substantial even for salaried employees. Land Tax Rates at a Glance (2024 Onwards) According to the SRO’s rate schedule: Up to $50,000 — Nil $50,000 to < $100,000 — $500 $100,000 to < $300,000 — $975 Higher brackets apply for land exceeding these values. What You Should Do Next  Assess your usage: do you earn over $30,000 at home? Is usage >30%? Are you claiming significant deductions? Track your property’s unimproved value and calculate the business-use portion. Stay informed about the expanding Vacant Residential Land Tax (VRLT) from 1 January 2025. It applies to properties left unoccupied over 6 months, state‑wide. Seek professional advice from a tax accountant or legal advisor to ensure compliance and minimise surprises.

The intersection between sport, mental health, and the law is once again in the spotlight with the case of harness racing driver Ben Sarina, who is challenging a decision that has barred him from the industry. Sarina, a lifelong driver, has battled significant mental health difficulties after being permanently warned off by Harness Racing NSW (HRNSW) following the infamous “green light scandal.” His case is now before the NSW Supreme Court, where he is appealing the decision. A Career on the Line Sarina was found guilty of falsifying records and was ordered to serve 12 months of community service. However, HRNSW imposed an additional penalty: a permanent warning-off notice, effectively ending his racing career. While the Honourable Justice Bellew previously ruled that penalties should be proportionate, the broader legal issue now before the Tribunal is whether a regulator can impose indefinite sanctions that exceed the bounds of criminal or civil penalties. Sarina, who has been around horses since childhood, has expressed that racing is his life and livelihood: “I would love to have my warning off lifted. I really struggle day to day because I don’t know anything else. I haven’t got a trade. I’m horse mad. I’ve been around horses since I was in nappies.” Legal and Regulatory Questions The case raises important questions about procedural fairness and the scope of authority regulators can exercise over individuals’ livelihoods. Can a regulator impose sanctions that go beyond a court-imposed sentence? How should penalties balance deterrence with rehabilitation? What safeguards exist for participants when lifelong bans are imposed? These questions are not just relevant to the harness racing industry—they highlight broader issues faced by professionals in regulated sectors where governing bodies wield significant power. The Human Element The legal issues are complex, but at their heart lies the human impact. Sarina has spoken openly about the toll on his mental health, describing how the ban has left him without purpose and struggling to provide for his family. Cases like this underline the importance of ensuring that disciplinary action by regulators is fair, proportionate, and consistent with broader principles of justice. The Outcome Peter Morris, Special Counsel at Hammond Nguyen Turnbull raised critical questions about: The Scope of power under statute. The Scope of the rules of racing. The application of the rules to a person not participating in harness racing. Mr Morris was able to successfully argue that Harness Racing New South Wales acted outside their power and that the warning off imposed by HRNSW be removed from his record, highlight that HRNSW can only penalise those participating in the sport. Looking Ahead If the matter is appealed to the Supreme Court, its decision will not only determine Sarina’s future but may also shape how regulatory bodies in sport and beyond apply their disciplinary powers in years to come. At Hammond Nguyen Turnbull, we regularly assist clients navigating disputes with regulators and governing bodies. Whether in sport, employment, or commercial dealings, we advocate for fairness, proportionality, and the protection of rights.

In today's digital world, data isn't just data; it's the currency of trust between you and your customers. How you handle personal information can make or break your reputation. But beyond just good practice, Australian law has specific rules about privacy and data breaches that can carry serious penalties if ignored. So, how do you know if your business needs a privacy policy and a plan for when things go wrong? Let's break it down in plain English. The Law of the Land: The Privacy Act and the APPs The main piece of legislation governing privacy in Australia is the Privacy Act 1988 . This Act includes the Australian Privacy Principles (APPs) , which are the 13 golden rules for handling "personal information." What's personal information ? It's any information that can be used to identify a person. Think names, addresses, phone numbers, email addresses, bank details, photos, and even online identifiers like IP addresses. The APPs set out your obligations for things like: How you collect and store personal information. Why you're allowed to use or share it. Keeping the information secure. Letting people access and correct their information. These principles aren't just suggestions; they are legally binding for businesses covered by the Act. Who Exactly Needs to Comply? This is the crucial question. The Privacy Act applies to entities known as 'APP entities'. While this sounds like legal jargon, the definition is quite clear. Your business must comply with the Privacy Act (and therefore needs a privacy policy) if it has an annual turnover of more than $3 million . However, many smaller businesses are surprised to learn they aren't exempt. Your business is also required to comply , regardless of its turnover, if it: ✅ Provides a health service (e.g., medical centres, gyms, psychologists, physiotherapists). ✅ Buys or sells personal information as part of its business model (e.g., trading in mailing lists). ✅ Is a credit reporting body . ✅ Is a contracted service provider for a Commonwealth government contract. ✅ Is related to a larger business that is covered by the Act. ✅ Has chosen to "opt-in" to be covered by the Act. As you can see, the net is wider than most people think. A huge number of small and medium-sized businesses, especially in the health and data-driven sectors, fall under these rules. What Happens if There’s a Data Breach? The Notifiable Data Breaches (NDB) Scheme For every business covered by the Privacy Act , the stakes were raised significantly with the introduction of the Notifiable Data Breaches (NDB) scheme . This scheme mandates that if your business experiences a data breach that is likely to result in serious harm to any of the individuals whose information is involved, you must act swiftly. A data breach occurs when personal information is lost or subjected to unauthorised access or disclosure. "Serious harm" can include physical, psychological, emotional, financial, or reputational harm. If such a breach occurs, you are legally required to notify: The affected individuals. The Office of the Australian Information Commissioner (OAIC). Failing to do so can result in significant financial penalties. This makes having a clear Data Breach Response Plan not just a good idea, but an essential part of your risk management strategy. Beyond Compliance: Why a Good Privacy Policy is Great for Business Even if the law doesn't strictly require you to have a privacy policy, having one is a smart business move. Here’s why: It Builds Customer Trust: In an age of data breaches, customers are more protective of their information than ever. A clear, transparent privacy policy shows that you are a professional and trustworthy business that takes its responsibilities seriously. It Manages Your Risk: The process of drafting a proper privacy policy forces you to critically examine how you handle data. This helps you identify and fix potential weaknesses in your processes before a costly data breach occurs. It's a Business Prerequisite: Many third-party platforms, like the Apple App Store or Google Play Store, require you to have a privacy policy. Similarly, potential business partners or investors will see it as a sign of a well-managed and legally sound operation. It Sets Clear Expectations: A policy clearly tells your customers what information you collect and why, preventing misunderstandings and disputes down the line. Best Practices for Handling Personal Information A policy document is only as good as the practices behind it. To truly protect your business and your customers, embed these best practices into your daily operations: Collect Only What You Need (Data Minimisation): Don't ask for a customer's date of birth if you only need their email for a newsletter. The less data you hold, the lower your risk. Use It Only for Its Intended Purpose: If you collected an email for shipping notifications, don't automatically add it to your marketing list without consent. Prioritise Security: Implement reasonable security measures. This includes using strong passwords, enabling two-factor authentication, restricting staff access to data, and ensuring physical files are secure. Train Your Team: Your staff are your first line of defence.13 Ensure they understand your privacy policy and the importance of data security. Don't Keep Data Forever: When you no longer have a valid legal or business reason to keep personal information, securely destroy or de-identify it. Have a Response Plan: Know exactly what steps to take if a data breach occurs. Who is in charge? How will you assess the harm? Who do you need to notify? What Should a Privacy Policy Include? Under the APPs, a compliant privacy policy must be easy to understand and should clearly explain: The types of personal information you collect and hold. How you collect and store that information (e.g., through a website form, in a secure database). The purposes for which you use and disclose the information. How individuals can access and correct their information. How someone can make a complaint if they believe you've breached their privacy, and how you'll handle it. If you're likely to disclose information to overseas recipients and, if so, in which countries. A generic template you copied from the internet probably won't cut it. Your policy must accurately reflect the actual data practices of your specific business . A mismatched policy isn't just non-compliant; it can create legal liabilities by making promises you don't keep. Don't Leave Your Business Exposed Navigating privacy law and the threat of data breaches can be complex, but getting it right is fundamental to protecting your business and building lasting relationships with your customers. A tailored, legally sound privacy policy and a clear data breach response plan are your most important lines of defence.  If you're unsure about your obligations or need a privacy policy that's built specifically for your business operations, we can help. Contact our team of expert commercial lawyers today for a consultation and ensure your business is protected.