Welcome

Escaping Melbourne Winter

It is safe to say that the team are feeling the cold in Melbourne this year, and most (read, except Roxie) are enjoying some time outside Victoria to thaw out. Andrew and his family have just spent a week in sunny Broome (see photo above of the beautiful Cable Beach), Dani and her family have had a week on the Gold Coast and Yee is about to set off for two weeks with her family in Thailand. Roxie is not jealous of the others at all… On the home front since our last update, we were very excited to see Ash and to meet little Quinn! Quinn is gorgeous and we loved our office cuddles.

From a work perspective, another financial year has been and gone and we were pleased to assist our clients in the ongoing growth of their businesses in FY24. We look forward to continuing this into FY25 and beyond.

We hope wherever you are, you are keeping warm this Winter.

Best Wishes

Andrew, Roxie, Yee, Dani & Ash

Quarter Highlights

Elevating Lives

As part of our Elevating Lives commitment, for the June quarter we have made a donation to Helen Keller Intl. Our donation provided supplements that protect 2,427 children from vitamin A deficiency disorders.

Helen Keller Intl is a global non-profit organisation dedicated to combating the causes and consequences of blindness, poor health, and malnutrition. Founded in 1915 by Helen Keller and George Kessler, the organisation focuses on providing essential health care, nutrition, and vision services to vulnerable communities, particularly in developing countries.

Helen Keller Intl’s Vitamin A Supplementation programs provide critical nutrition to children around the world at risk for vitamin A deficiency, a condition that can lead to blindness and death. It only costs an estimated $1.65 per child to deliver vitamin A supplementation.

To find out more on Helen Kelly Intl, click here.

Jupiter Ionics

We’d like to congratulate our Alliance member Jupiter Ionics on receiving a $2.5 million grant from ARENA to accelerate the commercialisation of its electrochemical green ammonia technology. This follows on from the $9 million capital raise from existing and new investors earlier this year. We were pleased to assist the company on the grant and capital raise and look forward to working with Charlie Day and the team to continue supporting the growth of the business.

You can learn more about Jupiter Ionics at https://jupiterionics.com/.

MGA Thermal

We would also like to congratulate our Alliance member MGA Thermal on some recent success. Firstly MGA has been named one of the top 100 Climate Tech Startups in the Indo-Pacific region by HolonIQ. MGA has also closed an additional $5.7 million raise with existing investors Main Sequence and The Melt, and new investor the Jekara Group. We were pleased to assist the team on this raise and look forward to continuing to work with them.

You can learn more about the work MGA Thermal do enable the clean energy transition at https://www.mgathermal.com/.

Legal briefing

Updates to Australia’s Foreign Investment Framework

In May 2024 the Treasurer announced that Australia’s foreign investment framework would undergo broad reforms designed to strengthen and streamline the framework. The reforms are focussed on a risk-based approach being taken by Treasury when screening proposals. This means that proposals considered high risk will be subject to enhanced screening whereas those proposals considered low risk may be eligible for faster screening. Low risk proposals may include known investors with a strong compliance record and who are investing in non-sensitive sectors.

The following sectors have been identified as being sensitive and therefore subject to enhanced screening:

• critical infrastructure;

• critical minerals;

• investments in proximity to sensitive Australian Government facilities and defence sites; and

• investments which involve holding or having access to sensitive data sets.

Lower risk investments will be streamlined including accelerated approval processing times and less information being needed for repeat investors (if their ownership details have not changed in the time since their last investment).

Commitment to the accelerated processing times will not come into effect until next year, however Treasury has indicated that applicants should start to receive faster approvals from 1 July 2024.

Further information can be found here.

Directors and Officers personally liable for Misrepresentations by Companies

In a recent judgment by the NSW Court of Appeal, the Court has re-iterated that directors and officers of companies can be held personally liable for misleading or deceptive conduct engaged in when acting on behalf of a company.

In the case Care A2 Plus Pty Ltd v Pichardo [2024] NSWCA 35, Care A2 made payments to DCA Sydney Enterprises Pty Ltd (DCA) of $2.2 million. DCA represented to Care A2 that this money would be used to secure streaming rights for the 2021 Rugby League World Cup and would generate annual revenue of $15 million to $30 million. The Court held that both representations were false and that the sole director of DCA misappropriated the funds for their personal gain. The trial judge found that only the sole director and not the CFO of DCA was liable for deceit and misleading or deceptive conduct. On appeal however, the Court held that both the sole director and CFO were liable. The basis for this decision included the fact that the position of an employee or officer does not necessarily make the individual immune from liability. Staff who are merely conduits of information are not liable for misleading or deceptive conduct, but an intermediary will be more likely to be liable where:

• the underlying information has been altered before being passed on;

• the intermediary is aware of its falsity; or

• the matter is a relatively simple one which should be within the intermediary’s professional judgement.

It is important that directors and employees are aware of the possibility of personal liability when acting on behalf of a company and ensure that any representations they make are not misleading or false.

Updates to Anti-Slavery Laws

The Modern Slavery Amendment (Australia Anti-Slavery Commissioner) Act 2024 (Cth) was enacted into law on 11 June 2024.

This Act amends the Modern Slavery Act 2018 (Cth) by establishing the Commissioner to be an independent mechanism for all parties (including victims and survivors, businesses and civil society) to engage on the issues and strategies associated with modern slavery. These functions will help enable the Commissioner to promote and support compliance with the Act. It will also help improve the transparency of supply chains in order to help fight modern slavery in Australia and overseas.

ASIC Fees – annual increase

As of 1 July 2024, some ASIC fees will increase based on the Consumer Price Index. This includes the late lodgement fees which will increase as follows:

• if a document is received within one month of the due date – increase from $93 to $96; and

• if a document is received more than one month after the due date – increase from $387 to $401.

You can download a copy of INFO 30 – Fees for commonly lodged documents here which lists the other fee changes.

ESS Reporting Reminder

It is that time of year again – Employee Share Scheme (ESS) reporting is due.

If you are an employer and provide employees (or their associates / related entities) with any ESS interests under an ESS, you have certain reporting obligations. An interest includes a right to acquire an interest in a share of the company so therefore includes an issue of options, performance rights or other rights.

Reporting is required to both the applicable employees and the ATO. An ESS statement must be provided to the relevant employees by 14 July and the ESS annual report must be lodged with the ATO by 14 August.

Diversions

A selection of things taking up time outside work:

• • Magpie, Elizabeth Day. This book is a psychological suspense novel about motherhood, obsession, and just how far some people will go for the perfect family. Magpie revolves around Marisa and her seemingly perfect life with her new boyfriend Jake, who she has just moved in with, and baby on the way. However, after accepting a new lodger, Kate, things take a turn and Marisa may destroy everything she has worked for in her attempts to find out who Kate really is. I loved this book and really enjoyed reading it over the long weekend in June. (Roxie)

  • Red Eye, Stan. I love a suspense filled British tv show and this six-part series hit the spot perfectly. Red Eye is a fast-paced thriller set on a red eye flight from London to Beijing and focuses on a London police officer, DC Hana Li, who is escorting Dr Matthew Nolan back to Beijing as he has been accused of a crime. Onboard the flight, however, Hana and Matthew find themselves entangled in a growing conspiracy, including a number of murders. (Roxie)

  • The Run-Up, New York Times political podcast. I find American politics extremely compelling, and this year especially has been full of updates with the upcoming November election between Presidents Trump and Biden. This podcast, hosted by Astead Herndon is your guide to understanding the 2024 election where Astead and his team travel around the country speaking to people, both involved in politics and the campaigns and regular Americans who will be voting (or not) in the election. I find this podcast helps to understand exactly how the American people are feeling about the election, and not just what the mainstream media is saying, including the fallout from the recent debate. If you are looking for a weekly insight into the American election, this podcast is perfect. (Roxie)

  • Where the Crawdads Sing, Delia Owens. This captivating novel blends mystery, romance, and a coming-of-age story set in the North Carolina marshlands. It follows Kya Clark, the “Marsh Girl,” who grows up in isolation after her family abandons her. The narrative alternates between Kya’s past and a 1969 murder investigation, building suspense as the story unfolds. I thoroughly enjoyed Where the Crawdads Sing. It is beautifully written, with well-developed characters, and it explores themes of loneliness, abandonment, and the quest for belonging with sensitivity and depth. (Yee)

  • Inside Out 2 continues the journey of Riley, now a teenager, introducing new emotions such as Anxiety and Envy. The film retains the charm and creativity of its predecessor, with visually stunning sequences and sharp humour. However, it struggles to capture the same emotional depth, and some new characters fall flat compared to the original cast. Despite these shortcomings, my girls enjoyed the movie and were engaged in the storyline. (Yee)

  • Holiday reading: During my week off I enjoyed two books. First, The Forever War, America’s Unending Conflict With Itself, by Nick Bryant. If you think Trump is an aberration, think again. The Forever War puts the current US political problems in historical context. The roots of many current challenges go back 250 years. Highly recommended if you’re into US politics and history. Second, a short novel, The Children’s Bach, by Helen Garner, first published in 1984. It’s about couples, kids, reunions, messy relationships, and music, set in inner-north Melbourne in the late 1970s. One reviewer rightly described the writing as lapidary, i.e. ‘elegant and concise, and therefore suitable for engraving on stone’. (I had to look it up.) (Andrew)

  • Advanced Marathoning 3rdEd: Pete Pfitzinger and Scott Douglas. This book takes all the evidence based research and tertiary level teachings and discusses all the physiological requirements for advanced marathon success in a simpler, practical form. It includes examples of more complex training plans and recovery and multiple approaches to achieve the same outcome. Not for the faint hearted or someone who’s not a coach, coaching themselves! (Dani)

  • Drops of God: (Apple TV). Set predominantly in Châteaueuf-du-Pape in France, parts of Italy and Tokyo, follows the story of a woman who loses a father she’s long forgotten. After he has passed, his request for her to compete against a Japanese expert who knew her father for his prestigious record breaking wine collection leads her back to him. (Dani)