Issue 6: July2004

Welcome to issue No.6 of Reflections, it is hard to believe that half of this year is over.

Since our last Reflections we have been working on some significant (and interesting) new matters:

  • We have received a number of instructions to implement corporate restructures of varying degrees of complexity. Apart from ensuring compliance with the Corporations Act, these restructures have required careful consideration of applicable tax laws and stamp duty laws (the latter with particular emphasis on the land rich corporation provisions).
  • We have advised a resources company regarding a proposed merger with an American OTCBB corporation.
  • We act for a major information technology company and were recently successful in having a claim against our client for in excess of $10 million in damages in a State Supreme Court discontinued. The case involved claims of damages for breach of contract and negligence pursuant to the Trade Practices Act. The result was an excellent outcome for our client.
  • Our expertise in pharmacy landed us instructions from a Bank to review facilities given to a group of retail pharmacists.
  • We acted for a bank in the defence of claims made by investors in a theatrical production. The case was in the Federal Court over 20 sitting days. Our client successfully resisted the claim on all counts.

I would also like to take this opportunity to congratulate one of our clients - Qenos - on their Award for Excellence in the recent savewater awards. These awards recognise and reward innovation and achievement in water conservation. The award given to Qenos was for the greatest contribution to sustainability across a variety of industries. Qenos also took out the award for the manufacturing - metropolitan category. Well done and congratulations to everyone at Qenos!

This six months saw our Senior Associates undertake a series of training sessions as part of their promotion to Senior Associate. The training sessions covered a wide range of topics from business structures and financial models for professional services firms to learning organisations and knowledge management. It was well received and will now form part of our training and development program for all senior lawyers.

I normally provide an update on our mixed netball team. Unfortunately the "William Street Whackers" decided to hang up their netball shoes and did not enter the Autumn competition. They are planning a return to the Spring season later on in the year and I will report on their progress in our next edition. During their down-time, they have participated in a modified game called "Recreational AFL'. It is a mixed competition and has different rules to make it more of a social, non-contact version of Aussie Rules. In the demonstration game played in May, Cornwalls took on a team from Pitcher Partners. Suffice to say, that with both teams having to adjust to the new rules, confusion and chaos best describe the inaugural game. And Pitchers won!

Until our next Reflections, which will be out in December - just in time for end of year festivities - we wish you well for the remainder of 2004.

Michelle McLean, CEO
CS Update

Maternity leave
The Cornwall Stodart family continues to grow, with Rouzana Iurovetski, a Property Lawyer, commencing her maternity leave in June. Rouzana is expecting her first child in mid July. We wish her and her family good health over the coming months and expect to see Rouzana return this time next year.

Leneen Forde, a Consultant in our Commercial Litigation team, will also be finishing up with us in mid-July and is expecting her second child shortly after. Leneen will be having a short break before returning to work.

Katrina O'Brien, one of our Administrative Assistants in our Property team, has already commenced her maternity leave and news just to hand, has given birth to a son - William. Both mother and son are doing well. We also look forward to seeing Katrina return next year.

Two of our employees are returning from their maternity leave - Marelda Hibberd (a Senior Associate in our Commercial Litigation team) returns this month; and Liz Guerra-Stolfa (a Partner in our Commercial Litigation team), will return in August.

Farewell
We say goodbye to Suzanna Szalinski, a Lawyer in our Taxation and Revenue team. Suzanna left Cornwall Stodart to travel abroad for a year or two. We thank her for her support and wish her well and a safe trip!!!

Young Business People Program
In May the YBP Program hosted a wine tasting evening. The event was attended by over 60 people who enjoyed Mt Toolleen wines. Our wine connoisseur for the evening was Barry Woods, a Consultant in our Revenue and Taxation team. The YBP program will shortly launch a quarterly series of education seminars on a variety of topics. Details will be published soon on our website www.cornwalls.com.au

Workplace Relations Cocktail Party
Earlier this year, we held a Cocktail Party at the Sarti Tailor Ristorante and Bar, where guests were introduced to our new Workplace Relations team - Paul Cooley, Louise Houlihan and Sam Monkivitch. Paul spoke on imminent changes in the employment law and industrial relations area and their impact on business.

Sports Law
Congratulations to Levent Shevki, a Senior Associate, on becoming accredited as an AFL Licensed Player Agent. Levent is working closely with player management group - Sport Synergies International - managing AFL players and other athletes.

Taxation Conferences
Our team has been busy promoting Cornwall Stodart at various conferences. Annessa Nikolaou, a Lawyer in our Taxation and Revenue team, has jetted around the country flying the Tax Sharing Agreement (TSA) banner. Annessa attended conferences organised by the Australian Taxation Office in Perth, Brisbane, Sydney and Melbourne and spoke to delegates about the benefits of tax sharing agreements. We were also represented at the Taxation Institute of Australia National Conference, held in March in Melbourne. Interest in our TSA product has been substantial and continues to generate interest, particularly as we have launched an associated product - Tax Funding Agreements.

Family Business Australia Conference
In May Family Business Australia held its annual Victorian conference. We sponsored the Conference and our representatives - Liz Guerra-Stolfa (Partner) and Peter Macnish (Special Counsel) participated in a session with our clients Ross and Marj Pearson.

Ross and Marj related the experience they gained in a Supreme Court action arising out of a dispute within their family business. The session was designed to relate a real-life story of conflict within a very old family business which resulted in litigation.

Judging by the positive feedback from members of the audience, the session was of particular interest to family business owners and their advisers.

Family business disputes differ from general commercial disputes in that they deal with interpersonal relationships and issues such as trust are highlighted. We encourage our clients to plan ahead to minimise the risk of dispute within their businesses rather than spend several years embroiled expensive Court battles.

If you would like to discuss strategies for minimising the risk of dispute within your family business please contact Peter Macnish on +61 3 9608 2229.

Speaking engagements
We have also been busy the first part of this year with speaking engagements. Stephen Newman, a Partner in our Commercial group, has been conducting in-house seminars with some of our clients. Topics Stephen has touched on include family law and bankruptcy law; market manipulation and suspect transactions; and chinese walls.

John Hutchings, our Chairman of Partners, presented at seminars arranged by Law and Finance and held in Melbourne, Sydney and Brisbane on litigation strategies for insolvency matters.

In April we hosted a seminar on product liability in conjunction with our ALFA associated firms from Perth, Sydney and Adelaide. Gail O'Bryen, the Director of Product Safety for the ACCC joined us as a special guest presenter. Details of this seminar and accompanying materials, are available here.

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Profiler

 

Caroline Dew (nee Leek) - Senior Associate

Caroline is a senior associate in the firm's Dispute Resolution group. She has experience in public liability, occupiers liability, workers compensation, motor vehicle property damage, insurance recoveries, personal injury and insurance litigation. She is also developing a Commercial Litigation practice.

Caroline's a member of the Litigation Section of the Law Institute of Victoria, the Young Lawyers Section of the Law Institute of Victoria, and member of the Australian Insurance Law Association.

Caroline holds a Bachelor of Legal Studies and a Bachelor of Laws.

Ph: +61 3 9608 2216 Email: c.dew@cornwalls.com.au

 

Sam Monkivitch - Lawyer

Sam is a lawyer and undertakes work in both our Workplace Relations and our Business Transactions and Advice team.

Sam has considerable experience in a range of business transactions and contractual advisory work. In addition, Sam advises clients on employment and industrial issues in the context of mergers and acquisitions. Sam has particular experience in the extractive industry.

Sam holds a Bachelor of Arts and a Bachelor of Laws.

Ph: +61 3 9608 2257 Email: s.monkivitch@cornwalls.com.au


Our Articled Clerks 2004

In March, three new Articled Clerks joined us. All three will spend 12 months rotating through our various practice areas and will be admitted as lawyers in early 2005. They are:

Michael Canzoneri

Ph: +61 3 9608 2258
Email: m.canzoneri@cornwalls.com.au

Richard Feely

Ph: +61 3 9608 2207
Email: r.feely@cornwalls.com.au

Mark Lew

Ph: +61 3 9608 2270
Email: m.lew@cornwalls.com.au

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Tax Consolidation Products

Cornwall Stodart Lawyers is pleased to announce the release of a new tax consolidation product.

Our Taxation and Revenue team has launched a precedent Tax Funding Agreement (a complementary product to our precedent Tax Sharing Agreement) for use by tax consolidated groups or practitioners consulting to tax consolidate groups. It is available for purchase through a single-use, multiple-use or annual licence.

A Tax Funding Agreement performs quite a different function to a Tax Sharing Agreement, although both are used by tax consolidated groups and relate to the fact that in a consolidated group the head company has the obligation to pay the group's tax.

A Tax Sharing Agreement which satisfies Division 721 of the Income Tax Assessment Act 1997 protects a subsidiary against the Tax Commissioner in cases where the head company defaults on a tax payment and also provides a "clear exit" under the relevant provisions of the income tax laws for an entity which leaves a tax consolidated group.

A Tax Funding Agreement is a contractual arrangement between the group members, which facilitates the funding of tax payments. It has the additional benefit of enabling subsidiaries (or the head company) to account for tax revenues and expenses and to reflect assets and liabilities broadly equivalent to what they would have been in a non-consolidated situation.

As with our Tax Sharing Agreement, our precedent Tax Funding Agreement is the result of detailed research and drafting and has involved extensive external review. Existing licensees include public companies, large accounting firms (including 'Big 4'), small accounting firms and legal practices.

Click here for more Tax Consolidation information

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ASIC Enquiries

The ASIC, in its capacity as the corporate regulator and the "standard setter" for financial information provided to all users of such information, has lately concentrated significant resources to dedicated surveillance programs designed to review the quality and content of financial statements published by various entities and the quality and content of the audit of such financial statements.

As a result of these surveillance programs, Cornwall Stodart has been retained by a number of auditors to advise them about the processes employed by the ASIC and to assist them in dealing with the ASIC's enquiries. These assignments have required us to advise upon and review audit files and applicable Accounting and Audit Standards, which are highly technical and not always clear cut in their application.

Further information please contact Stephen Newman on +61 3 9608 2219 or s.newman@cornwalls.com.au

 

Upcpming Events

In the months ahead, there are a couple of events that Cornwall Stodart will be participating in:

  • "Emerging Issues of Risk Management" - Friday 20 August 2004 at the Savoy Hotel. This will be an all day conference and will cover topics such as how to implement strategic risk management progams; self insurance; risk of insolvent trading; directors' duties and the burden of regulation; and managing the risks of employee terminations. Speakers will be from Cornwall Stodart and ARK Consulting (an Occupational Health and Safety/Risk Management company).
  • "Community Pharmacy Southern Convention and Exhibition" - Saturday 31 July 2004 to Monday 2 August 2004 at the Melbourne Convention Centre. Cornwall Stodart will conduct a session on "Future Pharmacy Owners" aimed at those wanting to become a pharmacy owner whether alone or in a partnership. Further details are available at www.pharmacyevents.com.au


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