Welcome

Happy Easter from Elevate

Hey Billie the Staffie – get out from under the covers!

We are into Quarter two, daylight savings has finished and Easier is here – as usual the year is flying by.

The Elevate team are enjoying being back in the office and face to face much more regularly than during the previous two years.  (We’ve even visited some clients in Canberra and Sydney: meeting in person was great; the airport experience, not so much…)

Some larger transactions are keeping us busy as well as the business-as-usual work including reviewing plenty of contracts.

Outside of work, Andrew and Roxie are particularly glad that the footy season is back in full swing and attending the MCG can become a regular part of life again.

We hope all our clients are keeping well and safe and as always if there is anything we can assist with, please just reach out.

Best Wishes

Andrew, Roxie, Yee & Ash

Client spotlight

Converge International capital raise and acquisition 

We were pleased to act for Converge in its recent external capital raise, where the Victorian Business Growth Fund (represented by ROC partners) invested in the business, and the associated acquisition of Head Up Labs. Head Up Labs is a digital business and the acquisition will enable Converge to provide, through the platform, world-class digital solutions to its customers in the health and mental well-being space.

Converge International is Australia’s largest Employee Assistance Program provider (EAP). An EAP is a program for workplaces that focuses on the emotional, mental and psychological wellbeing of all employees. Converge partners with 1,200 organisations across Australia and New Zealand to cover 2 million employees.

We congratulate Converge on these recent transactions and look forward to continuing to work with the team as one of our Alliance members.

What’s keeping us busy

Capital Raise

We acted for a local start-up in their recent capital raise where they received investment from a US venture capital fund.  Stealth mode – the details of the raise are not yet public.

Alliance Update

Our Alliance service – business as usual legal support for a fixed monthly fee – is going from strength to strength, and we are privileged to be partnering with 20 clients through this subscription-based service.  (No more time sheets – ever!)  We drafted or reviewed more than 70 commercial contracts across the first quarter for our Alliance clients, including tender responses, product and services contracts, reseller / marketing contracts and software/SaaS contracts.  If you’re looking for a better model for commercial legal support, contact alliance@elevate.legal.

Legal briefing

Employee Share Scheme Changes

The Corporate Investment Vehicle Framework and Other Measures Bill has now been passed into law and includes removing cessation of employment as a deferred taxing point for Employee Share Schemes (ESS). From 1 July 2022, ceasing employment will no longer be a deferred taxing point for all new and existing ESS interests that have not reached an ESS taxing point prior to this time. What this means for employees is, if they cease employment on or after 1 July 2022, any tax will be deferred until the earlier of the remaining taxing points (assuming the ESS qualifies for tax deferral).

The 2022 Federal Budget announcement included other reforms to ESS to:

• Remove the cap on the number of shares or options that can be issued to employees under an ESS; and
• Increase the value of equity that can be issued under an ESS to employees in an unlisted company from $5,000 to $30,000 per year.

These changes were due to be rolled into the Budget Measures Bill and enacted before the upcoming federal election.  Too late!  We’ll now have to wait until after the Election.  We hope whoever ends up in power passes the reforms quickly, as they will help non-listed companies to offer flexible and attractive equity incentives to their employees. 

Online Signing and Company Meetings 

The Corporations Amendment (Meetings and Documents) Act 2022 has now been enacted into law which confirms that companies can sign documents electronically, hold hybrid meetings and distribute meeting related documents electronically.  Common sense prevails!  The changes around electronic execution of documents apply to documents signed on or after 23 February 2022 and the other changes took effect on 1 April 2022. 

Security of Critical Infrastructure Act (SOCI) reforms

Late last year the Security of Critical Infrastructure Act 2018 (Cth) (the Act) was amended. The Act is part of the Government’s response to the increasing cyber threats that face Australian businesses. The amendments included:

• Expanded sector coverage – new sectors have been brought within the scope of the law, with 11 sectors deemed critical. The critical sectors are: Communications, Financial Services and Markets, Data Storage or Processing, Defence Industry, Higher Education and Research, Energy, Food and Grocery, Health Care and Medical, Space Technology, Transport, and Water and Sewerage.
• New definition of Critical Infrastructure Sector Assets – will be defined by reference to specific infrastructure that is core to the relevant sector.
• Mandatory reporting for cyber incidents, in two levels (Critical and Other).
• More entities providing information to the Register of Critical Infrastructure Assets.
• A Government assistance and intervention regime to respond to serious cyber security incidents that impact the ability of Australia’s critical infrastructure assets to deliver essential services.

More information at https://www.homeaffairs.gov.au/reports-and-publications/submissions-and-discussion-papers/slacip-bill-2022

Change in Charity Sizes

Charities registered with the Australian Charities and Not-for-profits Commission have to file financial reports based on the charity size.  These thresholds are changing from 1 July 2022:

These changes to the thresholds will see many charities move down in size and therefore have their reporting obligations reduced. It is predicted that this change will see approximately 2,500 additional charities no longer be required to produce financial reports and 2,700 additional charities only be required to have their financial report reviewed rather than conduct a full audit.

More information – https://www.acnc.gov.au/for-charities/manage-your-charity/financial-and-other-reporting

Diversions

A selection of things taking up time outside work:

• The Dropout Podcast – Season one of this podcast tells the story of the rise and fall of Theranos founder Elizabeth Holmes, the youngest self-made female billionaire (before it all crashed down). Elizabeth claimed her technology could detect hundreds of diseases from a drop of blood, however she was subsequently been charged with fraud (her court case is covered in the second season of the podcast). A very interesting listen. (Roxie)
• The Years of Lyndon Johnson – Regular readers will know of my keen interest (obsession?) with US political biographies. My high point so far has been Edmund Morris’ 3-volume biography of Theodore Roosevelt.  I’m now attempting a more demanding summit – Robert Caro’s 4-volume work on Lyndon B. Johnson.  Widely regarded as the pinnacle of US Presidential biography, this is a monster: these 4 volumes, 3,257 pages in total, don’t even cover his whole career – a rumoured 5^th volume, covering his Presidency, has been in production for the last 10 years (and counting).  My set of 4 hardcover beauties (used, but good condition) arrived safely from Abe Books in Denver, Colorado, and I’m about 100 pages into the 1^st  Key lesson so far – we’re all lucky we didn’t grow up in the Hill Country of South Texas in the Depression!  Wish me luck, dear reader, as I embark on this epic journey.  Progress reports to follow in subsequent Newsletters.  (Andrew)
• Midnight Oil – they’ve still got it. Mrs Elevate and I were fortunate enough to snag tickets, courtesy of generous friends (thank you, G&O) to see Midnight Oil in concert at Mt Duneed in March, as part of Resist: The Final Tour.  After a folksy warm up from a Pinot and Goanna (kids, ask your parents) Peter Garrett and comrades took to the stage and delivered a rocking show with customary high energy and feeling.  Awesome to sing along in the rain to classic Aussie anthems, many of which have survived from my first live concert, Midnight Oil at Kooyong tennis club, December 1985.  The Power and the Passion indeed!  (Andrew)
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