Explain That by Velocity Legal
by Velocity Legal
Explain That is a podcast by Velocity Legal which unravels complex legal concepts and makes them easy to understand. Our host Andrew Henshaw (Managing Director of Velocity Legal) talks to a range of specialists who share their expertise and provide practical guidance.
Episodes
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Franchising Code: What Does a Reasonable Opportunity to Make a Return Mean?
What does a “reasonable opportunity to make a return” mean for franchisors? Under the Franchising Code, franchisors cannot enter into or renew an agreement if they consider there is no reasonable opportunity for the franchisee to make a return on the investment required by the franchisor. The…
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Startup Tax Concessions: Employees, Investors and the Changing CGT Landscape
Which tax concessions can help a startup attract employees, secure investment and fund innovation? Australia’s startup tax settings offer different forms of support depending on who is intended to benefit. Employee Share Scheme startup concessions can help businesses preserve cash and align...
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The Expanded Small Business CGT Concession: Who Benefits and Where the Limits Remain
Does the proposed increase to the turnover threshold really make the small business CGT concessions more accessible? From 1 July 2027, the aggregated turnover threshold is proposed to increase from $2 million to $10 million for access to the 50% active asset reduction. But the change is narrower...
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30% Minimum Tax on Discretionary Trusts: EETs, Rollover Relief and What Comes Next
The proposed 30% minimum tax on discretionary trusts has moved from a Federal Budget announcement to exposure draft legislation, bringing greater detail—and considerably more complexity. In this episode of Explain That, Andrew Henshaw is joined by Velocity Legal director Rajan Verma to examine…
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Small-Scale Property Development Part 2: Do You Need to Pay GST?
Do you need to pay GST on a one-off property development? For small-scale property developments, GST can materially affect the sale proceeds. A one-off project can still attract GST, and treating a sale on capital account for income tax purposes does not necessarily resolve the GST position. In...
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Small-Scale Property Development (Part 1): Capital Gain or Taxable Income?
Is your property development profit taxed as a capital gain or as income? For small-scale property developments, that distinction can materially change the tax outcome. A one-off development is not automatically treated on capital account, and whether the CGT rules apply can depend on the...
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Heads of Agreement: Binding Terms, Due Diligence and Deal Risk
What is a heads of agreement, and is it legally binding? Heads of agreement are commonly used at the beginning of a business sale, acquisition or other commercial transaction to record the key terms before a formal contract is prepared. Although they are often treated as preliminary or…
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ATO Fraud or Evasion: How Far Back Can the ATO Amend Your Tax Returns?
Most taxpayers assume that once the usual amendment period has passed, an old tax assessment is effectively closed. A fraud or evasion opinion can change that. For many taxpayers, the ATO generally has either two years or four years to amend an income tax assessment. But if the Commissioner forms...
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Business Sale Disputes: Misleading or Deceptive Conduct
What happens when the business you bought is not what you were told it was? Business sale disputes often arise when a purchaser believes they relied on inaccurate, incomplete or misleading information before settlement. Whether the issue involves overstated profits, undisclosed liabilities,...
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Payday Super Reform Explained: What Businesses Need to Know Before 1 July 2026
What does Payday Super mean for Australian employers? From 1 July 2026, Australian businesses are required to manage superannuation guarantee obligations much more quickly than under the previous quarterly payment system. Employers generally need to ensure superannuation contributions are…
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Family Trust Elections & FTDT: The Tax Issue Back in Focus (Part 2)
What happens when a family trust distribution falls outside the family group? Family trust distribution tax, or FTDT, is rapidly becoming a major risk area for private groups, trustees and advisers. The consequences can be severe, particularly where historic trust arrangements, family trust...
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Family Trust Elections & FTDT : The Tax Issue Back in Focus (Part 1)
What is a family trust election, and why does it matter? Family trust elections are one of the most misunderstood areas of private group taxation. Originally introduced to address trust loss trafficking, they now affect a much broader range of tax issues, including trust losses, company losses,...
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Unexplained Income: The Practical Implications for Taxpayers
In an unexplained income dispute, the hardest part is often not the deposit itself. It is proving, sometimes years later, where the money came from. The ATO’s ability to identify discrepancies in taxpayer records has increased significantly. Bank deposits, overseas transfers, asset purchases and...
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Bendel: The High Court Decision That Could Reshape Division 7A
What does the High Court’s Bendel decision mean for private groups, trusts and corporate beneficiaries? For many years, the ATO maintained that certain unpaid present entitlements, or UPEs, owing from trusts to corporate beneficiaries could be treated as loans under Division 7A. That position...
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Insolvent Trading: When Directors Become Personally Liable
When can a company director become personally liable for company debts? In Australia, a company structure generally protects directors from personal liability. However, insolvent trading is one of the key exceptions. If a director allows a company to incur debts while it is insolvent, and there...
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IWD 2026 Balancing the Scales: Addressing Gender Discrimination in the Workplace
How does gender discrimination still arise in Australian workplaces? International Women’s Day 2026 carries the theme Balance the Scales, recognising that structural barriers to equality still exist and can be dismantled. In workplaces across Australia, gender discrimination often arises not...
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Employee Share Schemes: Pros, Cons and Tax Implications
Can employee equity motivate key staff without creating tax and governance problems? Employee Share Schemes can be a powerful way to align incentives, preserve cash and reward employees who contribute to business growth. But they are not simply an HR tool or a standard incentive template. If the...
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Understanding Binding Financial Agreements: A Comprehensive Guide for Couples
Can a Binding Financial Agreement give couples certainty if a relationship ends? A Binding Financial Agreement, often called a prenup, allows couples to agree in advance how property, assets and liabilities will be dealt with if they separate. Without one, property settlement is determined under...
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Restructuring Without the Tax Sting: The Small Business Restructure Rollover Explained
When has a business outgrown its original structure? Many Australian businesses start with a simple structure, such as a sole trader, company or trust arrangement. Over time, that structure may no longer suit the way the business operates, particularly as risk, asset protection, succession…
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Good Contracts Prevent Disputes: A Practical Guide to Better Drafting
A commercial contract is easy to overlook when the relationship is working. It usually becomes important when something changes: payment is delayed, the scope expands, performance falls short, or one party wants to exit. That is why contract drafting is not just about recording the deal. A...
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The Christmas Statutory Demand: How to Stop Insolvency Notices from Ruining Your Holidays
Statutory demands do not take a holiday. For creditors, serving a statutory demand just before the Christmas shutdown can feel like a decisive move. Offices close, key people are away, and the 21-day deadline keeps running. For debtor companies, that timing can create immediate pressure. But...
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Am I in a De Facto Relationship? The Legal Threshold and Why it Matters
A relationship does not need to look like a marriage to have family law consequences. Many couples share parts of their lives without marrying and may not realise that their relationship already meets the legal threshold for a de facto relationship. Once that threshold is met, the parties may be...
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Employment Law Essentials for Business Owners (Part 2): Defending a Fair Work Claim
A dismissal does not always end when the employment relationship ends. Even where an employer has carefully managed a termination process, the employee may still bring a Fair Work claim. Once that happens, the focus shifts from managing the dismissal to managing the dispute. The deadlines are...
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Employment Law Essentials for Business Owners (Part 1): Managing Dismissals the Right Way
Dismissals rarely become risky because of one conversation. The risk usually builds through unclear expectations, undocumented warnings, poor timing, unresolved complaints or uncertainty about why the employee is being dismissed. When performance issues arise or an employment relationship breaks...
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Avoiding a Messy Divorce: Family Law Tips for Business Owners and Their Advisors
Separation is complicated enough without a business sitting in the middle of the property pool. For business owners, a relationship breakdown can raise issues that go well beyond dividing personal assets. The value of the business, access to cash flow, control of the company, trust structures…
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Yours, Mine and Ours: Effective Estate Planning for Blended Families
Blended families are increasingly common, but they can create some of the most difficult estate planning disputes. When there are children from earlier relationships, a current spouse or partner, jointly owned assets, family trusts, superannuation and competing expectations about inheritance, a...
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The Shareholder Oppression Regime: Strategy, Process and Outcomes
What does it mean to be oppressed as a shareholder? Shareholder oppression disputes can arise where a shareholder believes they have been treated unfairly in the conduct of a company’s affairs. For business owners and advisers, understanding the process and likely outcomes can be important when a...
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The Transfer of Property From a Discretionary Trust to a Beneficiary
Many property owners in Victoria are reconsidering whether discretionary trusts still make sense, especially as land tax rates continue to increase. Transferring property from a family trust to a beneficiary can appear to be a straightforward restructure, but the legal and tax consequences need…
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Commercial Leases (Part 3): Key Differences Landlords and Tenants Should Understand
Not every business lease is treated the same way. Whether a lease is classified as a retail lease or a general commercial lease can affect the obligations that apply to the landlord and tenant from the start of the relationship. Classification can influence disclosure requirements, rent review...
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Commercial Leases (Part 2): Case Study on Exercising an Option
Exercising an option to renew a commercial lease can seem straightforward, but small mistakes can create significant risk for tenants and landlords. In Part 2 of this Explain That series on commercial leases, the discussion turns to a practical case study on exercising an option to renew a lease....
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Commercial Leases (Part 1): Lease Terms, Options & Expiry
What should landlords and tenants consider when entering or exiting a business lease? A commercial lease is not only about the rent. The length of the lease, whether options are available, and what happens at the end of the term can all have practical consequences for both landlords and tenants.…
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Insolvency (Part 3): How to Legally Restructure a Business Through Pre-Pack Transactions
Pre-pack transactions can be a powerful restructuring tool, but they need to be handled carefully. In the final instalment of this Explain That insolvency series, Andrew Henshaw is joined by Demian Walton to discuss pre-pack insolvency transactions, how they can be used in a lawful corporate...
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Insolvency (Part 2): Small Business Restructures, Voluntary Administration & What Happens Next
When a business is under financial pressure, the available insolvency pathway is not always obvious. In Part 2 of this three-part Explain That series on insolvency, Andrew Henshaw is joined by Demian Walton to discuss the formal insolvency options available to distressed businesses, including…
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Insolvency (Part 1): What Every Adviser Must Know About Solvency, Risk and the ATO Crackdown
Solvency is not always as simple as looking at the balance sheet. In Part 1 of this three-part Explain That series on insolvency, Andrew Henshaw is joined by Demian Walton to discuss how solvency should be understood in practice, and why businesses, directors and advisers need to look carefully…
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Navigating Director Penalty Notice in Australia: Protect Yourself from ATO Liabilities
A company tax debt can become a director’s personal problem. When a company fails to meet certain tax obligations, the consequences for directors can be personal and severe. Under the ATO’s Director Penalty Notice regime, directors may become personally liable for unpaid PAYG withholding,...
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Small Business CGT Concessions: Maximising Benefits When Selling Land
Selling land can create a significant capital gains tax issue, especially where land values have increased substantially over time. For business owners, farmers and landowners, the small business CGT concessions can make a major difference when selling land. But the rules are often misunderstood,...
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Unfair Contract Terms: What Every Business Needs to Know in 2025
Unfair contract terms are not new, but the consequences for businesses have changed. For businesses that use standard form contracts, Australia’s unfair contract terms regime is no longer something to treat as a low-risk compliance issue. Businesses, advisers and in-house legal teams should...
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Division 7A Explained (Part 2): Tax Risk, UPEs & What Advisers Must Know
Unpaid present entitlements have long been one of the most misunderstood areas of Division 7A. For business owners, accountants and tax advisers, the treatment of UPEs can affect private company tax risk, trust distributions and compliance exposure. The decision in Commissioner of Taxation v…
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Division 7A Explained (Part 1): How To Avoid Tax Traps
Division 7A can turn what looks like ordinary use of company money into a tax problem. For private companies, business owners and advisers, the risks often arise when company funds or assets are used informally. Unpaid present entitlements, company loans, deemed dividends, withdrawing company…
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Franchising Law and Practice (Part 3): Challenges for Franchisees
Choosing a franchise is not only a commercial decision. It also involves legal obligations, ongoing business commitments and a long-term relationship with the franchisor. In Part 3 of this Explain That franchising series, Andrew Henshaw is joined by Greg Thomas to discuss the key issues…
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Franchising Law and Practice (Part 2): Legal and Business Considerations for Franchisors
Turning a business into a franchise system requires more than a strong commercial idea. In Part 2 of this Explain That franchising series, Andrew Henshaw is joined by Greg Thomas to discuss the key legal and business considerations for franchisors, including the advice, documents and systems that...
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Franchising Law and Practice (Part 1): The Fundamentals of Franchising
Franchising can appear similar to licensing or other business models, but it operates within a distinct legal and commercial framework. In this episode of Explain That by Velocity Legal, Greg Thomas introduces the fundamentals of franchising in Australia, including how franchise relationships...
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Restraints of Trade (Part 3): The Future of Restraints of Trade
Restraints of trade do not operate in isolation. In the final episode of this Explain That series on restraints of trade, Andrew Henshaw is joined by Katherine Stewart to discuss how restraints interact with other areas of law, including the protection of confidential information. Following Part…
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Restraints of Trade (Part 2): Case Studies on Restraints of Trade
Restraint clauses are only useful if they can be relied on when it matters. In Part 2 of this Explain That series on restraints of trade, Andrew Henshaw is joined by Katherine Stewart to discuss recent cases showing how restraints are interpreted and enforced by the courts. Following Part 1…
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Restraints of Trade (Part 1): Introduction to Restraints of Trade
Restraints of trade can play an important role in protecting business interests, but they need to be understood before they are relied on. In Part 1 of this Explain That series on restraints of trade, Andrew Henshaw is joined by Katherine Stewart to introduce how restraints operate in employment...
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Payroll Tax Investigations (Part 3): What Can Be Done When the Revenue Office Comes Knocking?
Payroll tax risk is easier to manage before an audit starts. In the final episode of this Explain That series on payroll tax investigations, Andrew Henshaw is joined by Rajan Verma to discuss what businesses can do when the revenue office comes knocking, and why preparation should start before an...
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Payroll Tax Investigations (Part 2): What They Are and How They Work
A payroll tax investigation can begin with a single letter from the state revenue office. For businesses and advisers, the first response matters. Payroll tax investigations follow a formal process, and the quality of the records provided can affect how the matter progresses. Understanding what...
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Payroll Tax Investigations (Part 1): Introduction to Payroll Tax and Why It Matters
Payroll tax is often misunderstood because it is not just about ordinary employee wages. In Part 1 of this Explain That series on payroll tax, Andrew Henshaw is joined by Rajan Verma to discuss the basics of payroll tax, why it matters for Australian businesses, and why compliance is receiving...
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The Power of Shareholder Agreements (Part 3): Resolving Business Partner Disputes in Court
Some business partner disputes cannot be resolved through negotiation alone. In the final episode of this Explain That series on shareholders agreements and business partner disputes, Jessica Hill and Lauren Gross discuss what can happen when a shareholder dispute escalates to court. Following…
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The Power of Shareholder Agreements (Part 2): Resolving Business Partner Disputes Without a Shareholders Agreement
Resolving a business partner dispute is much harder when there is no shareholders agreement to rely on. In Part 2 of this Explain That series on shareholders agreements, Jessica Hill and Lauren Gross explore what can happen when shareholders are already in dispute but have no formal agreement...
About this show
Explain That is a podcast by Velocity Legal which unravels complex legal concepts and makes them easy to understand. Our host Andrew Henshaw (Managing Director of Velocity Legal) talks to a range of specialists who share their expertise and provide practical guidance.
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Velocity Legal
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