Explain That by Velocity Legal

7A - The Fundamentals of Fit-Outs and Leases

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 critical role of clear and well-drafted agreements to set yourself up for a smooth tenancy and good landlord-tenant relationship. By highlighting the financial and legal implications of these considerations in leases, this episode sets the stage for more in-depth discussions on the topic.

6C - Transaction Trends: Earn Outs and Vendor Assistance

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. 

6B - Choosing a Structure: Tax is Not the Sole Consideration

In the second episode, the focus shifts to practical application through a case study of a furniture manufacturing share sale. This real-world example illustrates the complexities to consider when choosing a transaction structure – a better tax outcome is not the only consideration. The episode highlights the importance of due diligence at the outset and explains how lawyers draft and negotiate a contract to limit the liability of their client. 

6A - The Differences Between a Share Sale and a Business Sale

The first episode lays the groundwork by distinguishing between share sales and business sales. It outlines the key legal differences and considerations for buyers and sellers when choosing a transaction structure such as tax and liabilities, and what to expect throughout the transaction.  

5C - Tax Rollovers and Potential Reforms

The final episode delves into the practical issues with the current system of CGT rollovers. It addresses the complexities and challenges in navigating the various rollovers, including subdivisions 122-A, 122-B, 124-M, 124-N, Division 615 and the small business restructure rollover. This episode also discusses a proposal from the Board of Taxation to simplify these rollovers by amalgamating them into a General Business Restructure Rollover. This proposed reform aims to streamline the restructuring process, especially for small businesses, highlighting ongoing efforts to optimise tax legislation for business restructures. However, these reforms may come at a cost for some.

5B - Practical Challenges and Decisions

Focusing on a practical case study, this episode discusses a business owner named Jo, who faces challenges with her manufacturing business operated through a family trust. This real-life scenario exemplifies the need for restructuring and highlights the multiple ways in which a restructure can be achieved without triggering income taxes. This episode effectively demonstrates the complexities and critical considerations in the process of restructuring, providing insights into the practical application of the ideas discusses in the first episode.

5A - Understanding Business Restructures

This episode lays the foundational understanding of business restructures, emphasising their importance in the contemporary business environment. The discussion revolves around various reasons for restructuring, including commercial needs, asset protection, and tax efficiencies. It provides a thorough exploration of how and why business owners might opt to change their business's legal structure, highlighting the interplay between business needs and legal frameworks. This episode sets the stage for a more in-depth exploration of the tax implications involved in such restructures.

4C - Broader Implications and Future Outlook

The final episode explores the broader implications of CIPT on the property market and stakeholders. It discusses how CIPT might influence property ownership and acquisition costs, rents, and the decision making of property developers and investors as well as their advisors. This includes an analysis on the expected impact of the new regime and explores how CIPT could reshape the overall property landscape in Victoria.

4B - Case Studies on the Application of the New CIPT Regime

In this episode, the focus shifts to the practical examples of the application of the new CIPT law through two detailed case studies. The first case study examines a purchase of a commercial warehouse, how the CIPT regime will impact the property and discuss the possibility of obtaining government finance for that last stamp duty payment. The second case study delves into the ‘change-of-use’ duty that is applicable when a property that is already part of the new CIPT regime is subsequently redeveloped from industrial to residential.

4A - The Basics of CIPT

This episode introduces CIPT and discusses the policy reasoning behind the implementation of CIPT. The discussion covers the types of property affected by the new law, how the annual tax is calculated, and other considerations such as ‘change-of-use’ duty. Listeners can gain an understanding of the key elements of CIPT, including exceptions to the new law, how CIPT is calculated, and how a property will become part of the CIPT regime.