Issue 5: December 2003

Welcome to issue No.5 of Reflections, our last edition before we say goodbye to 2003 and welcome in 2004.

The 2003 year has seen several changes at Cornwall Stodart, the most significant being the closure of our Sydney office. Fortunately, the impact of this decision has been minimal and provided the Melbourne office with an opportunity to consolidate its presence in the Melbourne market. The number of new instructions received by this office over the last six months has confirmed that the decision to close was the right one.

Over the past 6 months we have been working on some significant (and interesting) new instructions, such as:
  • An innovatory consumer product.
  • A substantial stamp duty dispute.
  • A major tax dispute.
  • A restructure for a power supply company.

Also of note, we were instructed by a group of minority shareholders in an unlisted public company to seek orders under the Corporations Act 2001 for leave to sue the Directors in the name of the company for damages and other relief arising out of the Directors' conduct of the affairs of the Company.

After some very pointed comments by the Trial Judge at the commencement of the hearing of the application for leave, the majority shareholders initiated settlement discussions which resulted in the minority shareholders achieving a very satisfactory outcome.

We have also been actively involved in the development of a Tax Sharing Agreement for the benefit of consolidated groups (we were quoted recently in a BRW article "Consolidation Anxiety" November 20-26). The agreement is available for purchase on CD-rom. Readers wanting further information should visit our website at www.cornwalls.com.au/tsa.htm

Whilst on the topic of being quoted in publications, we have had the opportunity of providing a regular "legal" feature in Retail World - a monthly publication distributed to those in the retail industry. Topics covered so far include product recalls, theft in the workplace and public liability claims. Copies of these articles can be found on our website.

No Reflections would be complete without an update on our mixed netball team. The Spring season has finished, and regrettably, the William Street Whackers were not true to their form and finished in the lower part of their division's ladder. The team then competed in the 14th Australian Corporate Games, where they finished second in their division, round-robin pool competition.

Should you need any assistance over the Christmas/New Year period, we are able to assist as we will remain open during this period.

On behalf of the firm, I wish you and your family all the best for the festive season and a happy New Year. Thank you for your continued support throughout 2003.

See you next year!

Michelle McLean, CEO
CS Update

Maternity leave
Liz Guerra-Stolfa, our Partner in Commercial Litigation, finishes in December to commence her maternity leave. Liz is expecting her second child in January, and we wish her good health over the coming months. Liz is to return in August.

Speaking of maternity leave, Marelda Hibberd, one of our Lawyers in Commercial Litigation, is due to return in June following the birth of her baby boy - Max back in September.

Helen Butler, one of our Administrative Assistants in our Taxation and Revenue group, has also commenced her maternity leave, with her baby due in early January.

Farewells
We say goodbye to Tracey O'Neill and Rima Newman of our Workplace Relations group who have resigned from Cornwall Stodart. Tracey is currently on 12 month's maternity leave (her second child is also due in January) and will not be returning. Rima will continue with us up to Christmas before taking some time off in January/February. We wish both of them well in their future endeavours, and thank them for their support and contribution during their time with us.

New appointments
We are pleased to announce the appointment of two new lawyers to our Workplace Relations and Employment group - Paul Cooley and Louise Houlihan. Paul will be a Senior Associate in the group and will commence late December. Louise is taking some time off over Christmas and is due to start with the firm in early January. Louise will join us as a lawyer.

Both are experienced in workplace relations and employment law, and will bring a wealth of knowledge and expertise to the firm. Paul and Louise are profiled in this edition of Reflections.

Advancements
We are pleased to announce that Levent Shevki, Damien Wurzel and Marelda Hibberd, have all been promoted to Senior Associate. Levent and Damien will commence the new year in their new role, whilst Marelda will start as a Senior Associate on her return from maternity leave.

Client Secondment
Wendy Bracciale, a Lawyer in our Business Transactions and Advice group, completed a 3 month secondment with the Financial Planning Association's inhouse legal team. Wendy enjoyed not having to time record, and was able to experience what it is like to be a client asking for legal services.

New articled clerks 2004
Each year, Cornwall Stodart recruits law graduates and offers them the opportunity to undertake their articles with the firm, in order to gain admission as a lawyer. In March next year Mark Lew, Richard Feely and Michael Canzoneri are scheduled to start with us. All are currently holidaying overseas and have been providing regular updates to the firm on their whereabouts and experiences. We are all looking forward to working with them and seeing the holiday photos.

Young Business People Program
Levent Shevki has taken on the role of Chairman of the Young Business People (YBP) Program and has successfully staged two functions. The first was a Cocktail Party held at the firm in October 2003. Tim Holding, the Victorian Minister for Financial Services Industry and the Minister for Manufacturing and Export, spoke to those attending about the importance of networking. The event was well attended with over 60 people present to hear Tim speak.

Following the success of the Cocktail Party, the YBP Program hosted about 30 YBP contacts at Oaks Day during the Spring Racing Carnival at Flemington. This was yet another successful event, despite several people leaving with less money than they started with.

Website update
Almost a year and a half ago we released the new Cornwall Stodart web site. Since then, the site has grown in size substantially and it has become an increasingly popular marketing and promotional tool. We now have over 2,500 valid hits on our web site every month!

As a result of the increase in web site traffic, the marketing team at Cornwall Stodart decided it was time for another upgrade. The general look and feel has been updated to reflect the new CS style. It closely represents our new firm brochure and newsletters.

The new look CS web site has also been updated to centralise important information. For example, all articles, publications, case notes and announcements relating to taxation and revenue can be found on the Taxation and Revenue work group page.

Each month, we will highlight a different Work Group on the home page. This month it is Reconstruction & Insolvency and corresponds with their latest newsletter.

In addition to centralising important information, you can now search for key words or phrases within segments or the entire site using the site's search facility. This facility can be found on the top of every page.

The marketing team at Cornwall Stodart hopes you find the new Cornwall Stodart web site both informative and easy to use. Happy Surfing!

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Profiler

 

Paul Cooley - Senior Associate


Paul is a Senior Associate in our Workplace Relations and Employment work group. Paul acts for both industry associations and employers, ranging from small businesses to large corporations, including major English broadsheets and pharmaceutical manufacturers.

Paul's experience includes negotiating and implementing enterprise bargaining agreements, strategic handling of industrial action, advising on transmission of business issues, defending discrimination and harassment complaints, and defending termination of employment applications.

Paul holds a Bachelor of Arts/Laws and a Graduate Certificate in Legal Practice from the University of Tasmania and a Graduate Diploma of Labour Law from the University of Melbourne.

Paul is a member of the Executive Committee of the Industrial Relations Society of Victoria, the Discrimination Committee of the Law Institute of Victoria and the Australian Human Resources Institute.

Ph: +62 3 9608 2238 Email: p.cooley@cornwalls.com.au

 

Louise Houlihan - Lawyer

Louise is a Lawyer in our Workplace Relations and Employment work group.

Louise provides legal and strategic advice to clients on a range of employment and industrial relations issues including employment agreements, Australian Workplace Agreements, Certified Agreements, unfair dismissal claims as well as on discrimination law matters, and WorkSafe prosecutions.

In addition, Louise prepares employment related documentation including workplace policies and procedure manuals.

Louise holds a Bachelor of Arts/Laws from the Australian National University and is a Committee Member of the Industrial Relations Committee of the Law Institute of Victoria, and a member of the Industrial Relations Society of Victoria and the Australian Human Resources Institute.

Ph: +61 3 9608 2273 Email: l.houlihan@cornwalls.com.au

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Our New Financial Planning Group | Stephen Newman

Do you think about the future? Will everything be alright when its time to put up your feet and enjoy life without the worry of work and business?

In many ways the answer to the last question will depend on whether:

  • You have enough money to live on in your retirement;
  • You have adequately provided for your spouse, partner and children;
  • You have adequately protected your assets; and
  • You can hand your business to the next generation (without dispute) if they want it.

If these things matter, ask yourself these questions - when did you last check your Company's Constitution, your Shareholders' Agreement, your Family Trust Deed and your Will? Are you sure that you have the right business succession and estate planning structures and documents in place?

Recognizing that our clients need practical and commercially focussed advice to steer them in the right direction, Cornwall Stodart has established a Financial Planning Group, comprising Partners and Lawyers skilled in Corporate and Commercial law, Revenue and Taxation law, Estate Planning and Property, who can help you plan for the future.

The Financial Planning Group, as a major initiative, has developed a suite of products designed to provide basic business succession and estate planning structures for clients whose personal circumstances do not warrant the more complex arrangements larger corporate groups might often require.

The suite comprises the following documents:

  • Buy/Sell Agreement;
  • Testamentary Trust;
  • Wills; and
  • Powers of Attorney.

Further information is available from Stephen Newman on +61 3 9608 2219 or s.newman@cornwalls.com.au or Michael Gough on +61 3 9608 2232 or m.gough@cornwalls.com.au

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Newsflash - Insolvency Practitioners | John Hutchings

The recent decision of the Federal Court (Crosbie, in the matter of Trollope Silverwood & Beck Pty Ltd (in Liq) v Commisioner of Taxation [2003] FCA 922):

Confirms the correctness of the ATO's current policy in dealing with voidable preferences where there are Directors which it wishes, in turn, to claim from (the ATO will no longer just consent to judgment against it and then pursue the Directors).

Establishes that in certain circumstances the Court will permit Directors to "stand in the shoes of" the ATO to argue against a voidable preference claim made against the ATO if the ATO will not do so.

This case may necessitate a "rethink" of previous strategies to settle voidable preference cases against the ATO. With the ATO moving away from consenting to judgment against it (see the ATO Receiveables Policy), such cases may need to be run in any event and it may be prudent or necessary to involve the Directors in settlement discussions at any early point of time.

Further information is available from John Hutchings at Cornwall Stodart on +61 3 9608 2245 or j.hutchings@cornwalls.com.au

Important dates to remember

Here are a few 2004 diary entries we think you might want to note:

SUPERANNUATION CONTRIBUTIONS
28 January 2004 - employee superannuation contributions for the period 1 October through to 31 December 2003, must be paid into the employee's superannuation fund. Failure to comply will result in the employer being fined 10% interest on the shortfall, plus a $20 fee per employee.

CONSOLIDATED ENTITIES - FIRST CONSOLIDATED RETURN LODGEMENT
Large taxable Head Company - Tax payment 1/12/03 Lodge Return 15/1/04
Large non taxable Head Company - Lodge Return 2/03/04 (if an earlier date is not applicable)
Not large Head Company - Normal lodgement and payment rules for non-consolidated companies apply.

ACTIVITY STATEMENTS
Quarter 2, 03/04 - Paper & electronic lodgement date - 2/03/04
Quarter 3, 03/04 - Paper lodgement - 12/05/04 Electronic lodgement - 26/05/04
Quarter 4, 03/04 - Paper lodgement - 11/08/04 Electronic lodgement - 25/08/04

FRINGE BENEFITS TAX RETURNS
All returns for 2004 Year - 28/05/04


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