Explain That by Velocity Legal

In Part 1 of this three-part series, commercial litigator and insolvency expert Demian Walton joins Managing Director Andrew Henshaw to dissect the concept of insolvency. The conversation delves into how financial statements can misrepresent solvency, particularly when company assets are tied up in shareholder transactions or related party transactions. These arrangements often intersect with Divi...

When a company fails to meet its tax obligations, the consequences for directors can be personal and severe. In this episode of Explain That by Velocity Legal, we discuss the ins and outs of the Director Penalty Notice Australia regime with Director Seamus Ryan and Senior Associate Sascha Kenny. We break down the ATO’s Director Penalty Regime, exploring the difference between Lockdown DPNs and Non...

Understanding how to reduce CGT on property sale can make a six-figure difference. In this episode of Explain That , host Andrew Henshaw and Tyson Bateman unpack the powerful — and often misunderstood — CGT concessions for small business that can save business owners, farmers, and landowners thousands when selling land. With soaring land values in regional and urban fringe areas, and the ATO incre...

Unfair contract terms aren't new – but in 2025, the consequences are. In this episode, Lauren Gross, Senior Associate at Velocity Legal, joins Andrew to unpack the evolving unfair contract terms in Australia and what it means for businesses. In this episode of Explained That , Lauren Gross, Senior Associate at Velocity Legal, joins Andrew Henshaw to break down the latest updates to Australia’s...

In Part 2 of our Division 7A series, our speakers unpack the landmark Federal Court decision in Commissioner of Taxation v Bendel . If you advise business owners, this episode is worth listening to — revealing how the ruling reshapes the treatment of unpaid present entitlements (UPEs) and the compliance risks that follow. We’ll cover: What UPEs really are (and why they’ve been misunderstood) What...

Do you advise business owners on Division 7A issues? Stay ahead of ATO compliance risks by understanding how unpaid present entitlements, company loans, and deemed dividends could impact your clients — and how to protect them from costly tax penalties. In Part 1 of this two-part series, host Andrew sits down with Archana Manapakkam, Special Counsel in Tax Law, to break down: What Division 7A is an...

In this episode, the focus shifts to franchisees. Andrew Henshaw and Greg Thomas explore the critical aspects of selecting a franchise, emphasising the importance of understanding franchise agreements and disclosure documents. Topics such as due diligence, territory exclusivity, and ongoing compliance with the franchisor’s systems are highlighted. This episode also discusses key risks, such as ent...

This episode focuses on franchisors and the critical legal and business issues they face. Andrew Henshaw and Greg Thomas discuss the importance of getting the right advice from legal, financial, and business professionals. Topics covered include the significance of intellectual property, asset protection, and structuring the franchise system. This episode also delves into franchise agreement terms...

In this episode, Greg Thomas introduces the concept of franchising, contrasting it with licensing and other business models. The discussion begins with a general overview of how franchising operates, focusing on the relationship between franchisors and franchisees. This episode highlights the Franchising Code of Conduct, outlining key elements like pre-contractual disclosure, marketing funds, and...

This final episode broadens the discussion to explore the interaction of restraints of trade with other areas of law, including the protection of confidential information. It offers practical tips for businesses managing risk when a departing employee seeks to take clients or information to springboard a new venture. Andrew and Katherine also look ahead and consider potential reforms that could im...

Katherine and Andrew look at some recent cases that highlight how restraints of trade are interpreted and enforced by the Courts. The discussion considers a case where well drafted post-employment restraints ultimately fell down because the business did not come to court with clean hands. It also touches on the commercial context and two cases where restraints did and didn’t prevent a former busin...

This episode lays the groundwork by considering the role of restraints in protecting business interests. Katherine and Andrew discuss different types of restraints in employment and commercial contexts. The discussion provides an overview of restraint principles, the different protections restraints can offer, and what happens if there is a breach.

The final episode offers practical advice on preparing for a payroll tax audit, even before one begins. Rajan Verma provides tips for ensuring that payroll records are well-maintained, contractors are correctly classified, and businesses are aware of the grouping rules. The conversation also covers recent legal cases, such as those involving medical practices and the Uber ruling, that illustrate t...

In this episode, Andrew Henshaw and Rajan Verma dive into the process of a payroll tax investigation. They explain the typical timeline and procedures, starting with the initial letter from the state revenue office. This episode highlights the importance of early preparation and accurate record-keeping to minimise penalties. Rajan shares insights from his own experience, noting how state revenue o...

In this episode, the discussion revolves around the basics of payroll tax, a state tax that applies to wages paid by employers. Rajan Verma explains the scope of payroll tax, including what counts as taxable wages, the extension of payroll tax to contractors and the grouping rules. The hosts emphasise the rising attention on payroll tax compliance, driven by technological advancements and increasi...

The final episode delves into the legal remedies available when disputes escalate to the courtroom. It explains the processes involved in bringing shareholder oppression claims and claims around breach of directors' duties under the Corporations Act. Jessica Hill and Lauren Gross provide insights into the court's role in resolving disputes and the possible outcomes, including forced buyouts and wi...

In this episode, Jessica Hill and Lauren Gross explore the challenges and complexities of resolving disputes when there is no shareholders agreement in place. They highlight the difficulties of negotiating terms to reach an agreement and the potential for prolonged and costly legal battles. The discussion includes case studies that illustrate the importance of having a formal agreement to avoid ha...

This episode focuses on the mechanisms within shareholders agreements that help resolve co-ownership disputes. It discusses key provisions like decision-making thresholds, events of default, and forced buyout clauses. Jessica Hill and Lauren Gross explain how shareholders agreements provide leverage and trigger to pull if a dispute breaks out – supported by case studies to demonstrate how these cl...

The final episode addresses the proposed reforms to the tax residency rules. It addresses the motivations behind reform, including the need for clarity and alignment with contemporary global mobility patterns. The episode discusses the model that has been proposed to replace the current rules and how it seeks to reflect the guiding principles of certainty, simplicity, and integrity. The episode cr...

Focusing on a recent AAT case, this episode highlights the practical challenges and uncertainties in applying the current tax residency rules. The AAT case involves an individual's dispute with the tax authorities over their residency status. The episode addresses the pivotal role factors such as family ties, property ownership and finances play in determining residency. It critically reflects on...

This episode lays the foundational understanding of Australia's individual tax residency rules, dissecting their importance and the initial considerations for determining tax residency. It delves into the primary test of residency, highlighting the 'resides test' and its implications, and what constitutes an Australian tax resident. The episode addresses some of the difficulties with the current r...

The concluding episode focuses on the value of a Heads of Agreement, potential enforceability issues of clawback provisions, drafting incentives and understanding make good requirements in relation to fit-outs. It highlights the benefits of agreeing to key commercial terms early to assist moving forward with more focused lease negotiations later, discusses the practical aspects of implementing fit...

This episode explores the nuances of planning to enter into a new lease. It take a practical approach in considering initial due diligence and planning requirements, having a fit-out plan, negotiating lease incentives and other key terms of a lease, clawback provisions and stressing the importance of drafting clear and concise lease documents. It addresses the potential financial risks for tenants...

The first episode lays the groundwork for understanding fit-outs in commercial leases, focusing on the importance of taking time to plan out any intended works and negotiating terms that benefit both tenants and landlords. It delves into premises due diligence, planning restrictions, approval processes for fit-out works, rental abatements, fit-out contributions, make good requirements and the crit...

The final episode looks at the emerging trends in the field of mergers and acquisitions, including more transactions with foreign investments and earn out mechanisms. It discusses what clients should think about if they are agreeing to a post settlement assistance period and when things don’t go so well after settlement.