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: December 2005
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. At this time of the year, we all tend to ask ourselves how it is that this year has miraculously flown by faster than those that have gone before it! For us, 2005 has been an especially productive and positive year.
In this issue, we would like to introduce you to some new members of our family and tell you a little more about those you already know. Elpis Korisidis returned to the fold in October as a partner and head of our Banking and Finance practice; she is joined by law clerk, Rachael Spooner. Our commercial litigation practice also receives a boost with the arrival of a new partner - Wayne Kelcey. Wayne joins us in early January and will lead the Dispute Resolution team. His background is in general commercial litigation, insolvency, intellectual property litigation, and competition litigation. We know that he will complement our existing team and look forward to his arrival. Dahlia Sable has commenced her Articles year in our Commercial practice group. Paul Cooley (Senior Associate, Workplace Relations) has taken sabbatical leave and will wing his way back to us after his travels sometime in 2006.
Not many businesses these days can boast having a 40 year strong employee. Garry Eather, as a longstanding member of the firm and astute advisor in business, has played an integral part in the development of Cornwall Stodart. Garry has a reputation amongst us and those of you who have dealt with him over the years, as having an exceptional knowledge on all matters commercial. We know you will join with us in congratulating him on reaching this significant milestone.
We continue to be engaged in interesting and challenging matters. A brief overview follows.
- Construction projects have been plentiful over the past few months. We have advised and prepared contract documentation in relation to an interstate shopping complex on which construction is well under way. Another project we have documented is a multi-story office and shopping complex on which construction will commence shortly. For another client, we have documented construction of a new metals processing plant due to start soon.
- We acted for a Chinese manufacturer and exporter of mooncakes in successfully restraining a number of Australian distributors from importing and distributing products which infringed our client’s trademarks.
- We acted for a purchaser of a substantial lifestyle retail centre (located in the rapidly developing south east region of Melbourne) which was fully leased to a high profile local and national retailer.
On a lighter note, our mixed netball team (the Whackers) had a successful spring season making the semi-final, but unfortunately lost the game by a close margin of 3 goals. Our indoor soccer team (the Nators) have had mixed results. In their debut season, the Nators were victorious and won the grand final. Their good form looks like it has deserted them this season; they won’t make the finals this year.
We take this opportunity to wish you all things bright and wonderful for the festive season. Please have a safe and happy break and we look forward to seeing you in 2006!
Michelle
McLean,
CEO
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John Hutchings |
John Hutchings (Chairman of Partners) headed to Singapore in early September to attend the American Law Firm Association (ALFA) International conference.
ALFA International is an association of independent law firms with members in the United States and European Community as well as other major centres around the world. Cornwall Stodart was appointed the Melbourne member of ALFA International in 1995.
Singapore hosted a Roundtable Conference entitled “Cross-Border Business Transactions: Managing the Pulse of Change”. John joined a panel of lawyers from the USA, Germany, Belgium and the host country to discuss “Investment Perspectives and Process”. John’s address targeted Australia’s legal structure, the alternative legal forums to be adopted by business entrants to our country, foreign investment rules, exchange controls, taxation considerations and how ancillary laws such as anti-competitive behaviour, consumer protection, intellectual property, employment and industrial relations affect those wanting to bring their business to our shores.
For anyone needing advice on setting up foreign business, please call John – he has his finger on the pulse!
Stephen Newman (Partner, Business Transactions and Advice) attended the Insolvency Practitioner’s Association of Australia (IPAA) - Melbourne Forum’s conference held in Singapore in August. Cornwall Stodart was a Bronze sponsor of the event and Stephen, one of the key note speakers. His presentation was on recent developments in court reviews of fees charged by insolvency practitioners.
Stephen also attended ALFA International’s Annual Business Meeting in Chicago in October. Stephen was the Australian ALFA firms’ representative at the meeting. The meeting was attended by many American and European ALFA law firms and provided a valuable opportunity to mix with an international array of lawyers with whom Cornwall Stodart has regular business dealings.
Following the ALFA meeting, Stephen travelled to New York to meet with clients including law firm, Akin Gump and investment firm, Angelo Gordon. |
Our relationship with Family Business Australia (FBA) continues. Liz Guerra-Stolfa (Partner, Litigation) has been re-elected to the Executive Committee of the Victorian Chapter of FBA. New FBA members were welcomed in style on 17 November at their annual New Members Cocktail party which was held in the Plaza Ballroom at the Regent Theatre.
Cornwall Stodart recently hosted a briefing session to update our FBA colleagues on the new Industrial Relations reforms. Our own Louise Houlihan (Senior Associate, Workplace Relations) gave an informative and very well received presentation.
In August, the Southern Community Pharmacy Convention was held in Melbourne. A team from Cornwall Stodart led by Damien Wurzel (Partner, Business Transactions and Advice) and including Louise Houlihan, Wendy Bracciale and Richard Feely took a novel approach and conducted a role play to assist new pharmacists in understanding the intricacies and legal implications of purchasing a pharmacy.
The Australian College of Pharmacy Practice and Management (ACPPM) held its Annual Golf Day recently. Unfortunately, our team of Damien Wurzel and Gordon Bell did not top the leader board this year. Hopefully next year, when Cornwall Stodart will be the event’s major sponsor, we may come away with the silverware!
Damien Wurzel also presented at a seminar jointly organised by ACPPM and the Victorian College of Pharmacy Monash University in November. He addressed the key legal considerations for pharmacists in entering lease agreements and sale of business contracts.
Cornwall Stodart congratulates its client – The Pharmacy Guild of Australia – on the successful negotiation of the Fourth Community Pharmacy Agreement between itself and the Commonwealth Government.
The Victorian Transport Association (VTA) recently presented to this Group on the services they provide. We found the presentation to be invaluable in giving us a greater insight and understanding of the operations of this fast moving industry.
In November, we hosted a lunch to introduce some transport industry members to representatives of one of our banking and finance clients who specialise in providing finance to the transport industry. Our focus was to bring together groups of different clients operating within the transport industry (such as logistics operators and freight forwarders), with financiers who have a specific understanding of their business. Our feedback is that this linking of industries proved to be mutually rewarding.
Our YBP program is growing in membership and now has over 350 young business people as members. In July, a social event was held at Crown Casino – Ten Pin bowling, which proved to be a popular event enjoyed by all.
In September, YBP hosted an education seminar for members entitled “HIH Insurance – the Collapse and the Outcomes”. For more information about our YBP program, upcoming events, or to join, please visit our website at www.cornwalls.com.au/ybp.htm
Sales continue to grow for both products – Tax Sharing Agreements and Tax Funding Agreements. Go to www.cornwalls.com.au for more information.
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| Profiler |
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It is with great pleasure to announce that effective 1 July 2005, Damien Wurzel will become a Partner, and Louise Houlihan and Sam Monkivitch will advance to Senior Associateships.
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LEVENT SHEVKI - Senior Associate Business Transactions and Advice
Levent joined the firm in 2000 as an Articled Clerk, quickly progressing to Senior Associate at the start of 2004. His experience is in corporate and commercial law. Lev’s particular expertise is in mergers and acquisitions, compliance and corporate governance, reconstructions and capital raisings. Lev advises clients in the Extractive industry in all matters relating to their business and holds membership in the Institute of Quarrying.
Of particular interest to Lev is the sporting field, both on and off. He is a member of the Australian and New Zealand Sports Law Association (ANZSLA), the AFL Players Association and is a non executive director of an international sports business consultancy, Premiership Strategies International (PSI). Lev was instrumental in putting together a conference presented in Melbourne by PSI in July, which brought Peter Draper (Marketing Manager, Manchester United) to the country, together with Andrew Demetriou (CEO, Australian Football League) and Ty Speer (General Manager, Melbourne 2006 Commonwealth Games) amongst other sporting and marketing identities. The event was well received by all participants. Another networking opportunity of the sporting variety – Sports Law and Business (SLAB) has been set in motion by Lev. For more information please contact Lev.
Ph: + 61 3 9608 2278 Email: l.shevki@cornwalls.com.au
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GORDON BELL - Consultant
Commercial Property
Gordon is a consultant in our Commercial Property team. For more than 25 years he has practised extensively in property law and advised in banking and finance law. Gordon has acted for a wide range of clients in both the private and public sector, acquiring extensive knowledge and experience in all facets of property, banking and finance law.
As a member of the Building Appeals Board, Gordon hears disputes in relation to the Building Act 1993 including Rescode disputes, building protection works, building notices and orders and disciplinary appeals relating to registered building practitioners.
Ph: + 61 3 9608 2209 Email: g.bell@cornwalls.com.au
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ELPIS KORISIDIS – Partner
Banking and Finance
It is with great pleasure that we welcome Elpis back as a Partner and head of the firm’s Banking and Finance practice. Elpis first joined Cornwall Stodart as a junior lawyer in 1996, practising in general commercial law and litigation. By 1998, she began developing expertise in banking and finance. She left the firm in 2001 to further develop her credentials and now returns with Rachel Spooner to steer our Banking and Finance team.
Elpis acts for banks and finance companies. She has experience in a broad range of financial transactions including syndicate financing, preparation of securities on a national level, property development finance, debt factoring documentation, commercial leasing, sales of business, liquor licensing and intellectual property. Welcome back Elpis!
Ph: + 61 3 9608 2115 Email: e.korosidis@cornwalls.com.au
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| Client Profile - Cash Resources Australia |
Cash Resources Directors
from left
Bob Pethard,
Alan Kaye and
Marcel Kaye
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In this issue of Reflections we introduce you to one of our longest standing clients, Cash Resources Australia Pty Ltd (CRA). In November, CRA celebrated it’s 20th birthday. We are proud to say that our relationship with CRA began and has developed successfully over these many years. Recently, we met with Alan Kaye, CRA’s Managing Director and asked him to tell us about CRA; what has made this 20 year old business so successful and how CRA’s relationship with Cornwall Stodart has assisted the growth of the business.
Who is CRA?
CRA is a boutique financier helping small to medium businesses relieve cashflow pressure. It is a niche business providing Confidential Invoice Discounting (formerly known as Factoring). Alan views CRA as a major player for businesses in transition, supporting their start up, growth and restructure. Over the past 20 years CRA has become national, opening offices in Brisbane, Adelaide, Perth and Sydney. CRA has successfully maintained its longevity in the debtor finance market without major change in name and ownership.
Cornwall Stodart’s relationship with CRA
Having acted for CRA since its inception, Cornwall Stodart was instrumental in getting its business up and running. Alan reflects that we assisted in the creation of the business’ documentation and continue to advise on policy, draft documentation, implement enforcement where required, including assisting in collections and general troubleshooting advice. As CRA has grown, Cornwall Stodart’s advice has been sought on everyday business matters covering Workplace Relations, Information Technology contracts, employee benefit schemes and the like.
Alan has been the Managing Director of CRA for over 11 years and is the past Chairman of the Institute of Factors and Discounters. CRA employs 40 staff nationally and assists hundreds of small to medium businesses with customised financial solutions to help their business grow. We look forward to many more years of what has been a successful and mutually rewarding partnership over the last 20. Happy birthday CRA!
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| Workplace Relations Update |
“Revolutionary” is how the proposed amendments to the Workplace Relations Act have been described. The impact of the Bill introduced into Federal Parliament on 2 November has been widely debated in the media. Cornwall Stodart released an Alert upon the Bill’s introduction setting out the major changes and then conducted several briefing sessions, which were attended by many of you. Louise Houlihan (Senior Associate, Workplace Relations) has attempted to separate the fact from the fiction in these information sessions. Your positive feedback to the Alert and the subsequent briefings is gratefully accepted. Here, we give you a snapshot of the major changes so that you can assess how they may impact upon your business.
CHANGES TO MINIMUM TERMS AND CONDITIONS OF EMPLOYMENT
- A New Commission - the Australian Fair Pay Commission ("AFPC") - will set and adjust minimum rates of pay
- 5 legislated minimum conditions will apply - the Australian Fair Pay & Conditions Standard ("FPCS"):
* Annual leave
* Personal leave
* Parental leave
* Maximum ordinary hours of work
* Minimum wage as set by the AFPC.
- In addition to these 5 basic entitlements, there is a huge reduction in the total number of awards and the matters that awards can cover.
- Another significant change is the overhaul of the unfair dismissal system, including:
* the exclusion of businesses with 100 employees or less;
* a new 6 month probationary period for employees;
* the removal of unfair dismisssal rights for employees made
redundant; and
* the exclusion of casuals and seasonal employees.
CHANGES TO THE FORM AND SUBSTANCE OF AGREEMENT MAKING
- The Office of the Employment Advocate ("OEA") will be responsible for approving both AWAs and Collective Agreements.
- The "no disadvantage test" will be abolished. To get Agreements approved they will only need to be compared against the FPCS and not awards.
- Agreements will take effect from the date of lodgment, rather than the current practice of them taking effect on the date of certification or approval.
- Agreements will operate for up to 5 years (up from the current 3 years).
CHANGES TO THE ROLE AND RIGHTS OF UNIONS AND THE WAYS IN WHICH PROTECTED INDUSTRIAL ACTION CAN TAKE PLACE
- Unions and employers will find it much more difficult to take industrial action.
- Employers will be able to stop and prevent industrial action more easily and to sue unions for damages in relation to industrial action.
- The Minister for Workplace Relations will be given significant new powers to stop industrial action in certain circumstances.
- Union rights of entry will be diminished and restricted in new ways.
THE FEDERAL SYSTEM WILL SUBSUME THE STATE SYSTEMS
- Victorian employers are not as affected by the changes, as Victoria already operates under the Federal Industrial Relations system.
- For interstate employers there will be transitional arrangements in place for the next few years while State Awards and Agreements are moved into the Federal arena.
For further information, please contact Louise Houlihan on
Ph: +61 3 9608 2273 or l.houlihan@cornwalls.com.au
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| Handy hint : Take a little time to save in fees |
When an issue arises needing our attention, here are a few steps you can take to ensure that we provide you with a timely and cost-effective response:
- Sort through your papers and gather only those documents directly related to your concern. We are trained to wade through piles of paper, but this process can become costly for you if not all of the documentation is relevant (only if the matter becomes litigious will we need to delve further).
- Have only the relevant information with you when we meet. Arranging for a copy of the specific documents you have targeted to be sent to us beforehand (time constraints willing) will reduce discussion and save you time.
- Where the issue has arisen out of a series of events over a period of time, a brief chronology is useful.
- Try to pin point the particular questions you want answered.
It is our aim when advising you, to ensure that:
- We have accurately recorded your instructions.
- Our advice is timely.
- The advice helps you and where appropriate, sets out alternatives open to you and recommends a commercially realistic course of action.
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