Comment

Our best year ever!

What a cracker of a financial year!

The Motus Legal team is super proud that we've closed out the 2018/19 financial year with the highest levels of revenues and work flow to date. 

In the last six months alone in 2019, the Motus Legal team have helped clients:

  • wheel and deal on six M&A or exit transactions;

  • raise growth funds on nine capital raising transactions including this one for our friends at Microba - click here ;

  • punch above their weight on the world stage by negotiating and documenting some of the most interesting commercialisation agreements with global players;

  • navigate through complex financial services rules for unregistered managed investment schemes; and

  • work through dozens and dozens of commercial contracts to grow their businesses.

In addition to a great financial performance, here are some of the highlights of the last 12 months for members of the Motus Legal team:

  • Relaxing and catching up with mates while working remotely in the beautiful seaside town of Kiama in NSW;

  • Shedding a tear while watching their daughter go to her first day of school;

  • Snowboarding and eating king crabs in Hokkaido Japan;

  • Celebrating love and friendship as the best man at a best mate's wedding; and

  • Racking up over a dozen getaways / holidays / camping trips around the State and overseas with our friends and families.

 

We are very proud of what we've managed to create and achieve here - both work and life, and want to thank all of our awesome clients, referrers and friends for making this possible.

 

We're always looking for capable and like-minded lawyers to join our team.  So reach out to hello@motuslegal.com.au if this sounds like you!

 

THANK YOU from the Motus Legal team

Comment

Tougher penalties for privacy breaches

The Government has recently announced its intention to reform Australia’s privacy law regime and increase the penalties applicable to entities that breach their obligations under the Privacy Act.

The proposal involves bolstering the resources and powers of the Office of the Australian Information Commissioner (OAIC), and many commentators are expecting this may herald a more aggressive stance from the OAIC as it monitors compliance of entities subject to the Privacy Act.

The amendments that are proposed include:

• an increase to the maximum penalty for serious and repeated breaches to the highest of: $10 million; three times the value of any benefit obtained through the misuse of the personal information; or 10% of the entity’s annual domestic turnover;

• new power for the OAIC to issue infringement notices relating to minor breaches with fines of up to $63,000 for companies and $12,600 for individuals;

• new power for the OAIC to publicise specific breaches and notifying individuals who are affected;

• an obligation for social media and online platform companies to ceases using or disclosing the personal information of individuals upon their request; and

• certain additional rules to protect the personal information of children and other vulnerable groups.

The amendments are scheduled for consultation in the second half of this year. If passed, the tougher penalties together with OAIC’s new power to publicise specific breaches may significantly increase the financial and reputational risks of failing to comply with your privacy obligations.

The Government’s announcement serves as an important reminder for all entities subject to the Privacy Act to ensure appropriate information-handling measures, systems and processes are in place.

At Motus Legal, we have assisted many of our clients in complying with their privacy obligations. Get in touch with us if we can help you too.

Join our team!

On the back of our best calendar year, 2019 continues to look great for Motus Legal. So we are now on the look out for another team member on a full time basis. Here is the ad that’s on SEEK. Reach out to us if you are interested, or if you know someone who might be perfect for us. We’d love to welcome one more to our family.

Commercial and Corporate lawyer - 2-8 years PAE

  • Practice law differently – no budgets, client focused and no stuffy suits

  • Flexibility, autonomy and family friendly – freedom to choose to work from home or our office to suit you and the task

  • Mentoring and training from a leading ex-“BigLaw” Partner

  • Supportive and collegiate team environment

  • Interesting variety of clients and commercial/corporate work

About us

A lot of law firms claim to practise law differently.  We actually do.

We are a leading non-traditional legal consulting company with a strong commercial and corporate focus and a fantastic existing client base. 

We care about our clients, our people, and the quality of our work.   Working with us, you are not judged on your billable hours or what time you get to the office.  We don’t mind where you are working from or what time you are logging on. 

We value family, happiness and achievement.  We believe that you can both have a life and enjoy practising law.  We understand that school pick-ups, weekend camping trips, life and sporting commitments can be part of who you are.  We do not believe that wearing a suit or being chained to your desk all day makes you more productive.

We believe that if you are happy and relaxed, you will deliver much better results for clients.  We understand that to develop and be your best, you need to be around dependable and understanding colleagues, and receive quality mentoring and training that’s tailored to your experience.

That is what we care about. 

About you

You have at least 2 years PAE at a respected commercial/corporate law firm, where you have developed your attention to detail, commercial legal drafting and advisory skills.

You enjoy building and maintaining client relationships.  You are friendly, humble and a fantastic team player, but also relishes autonomy and the ability to make your own decisions.

You are disciplined, organised and committed to being your best, but want to break free of the traditional law firm pressures.

If the above resonates with you, please reach out to us.  We would love to chat more to you about this opportunity.

ASIC provides further guidance on ICOs

ASIC have released further insight into their stance on, and treatment of, initial coin offerings (“ICOs”) and crypto-assets.

As we have previously mentioned in earlier posts, ASIC’s Information Sheet 225 provides guidance on what obligations may apply to an ICO under the Corporations Act, including when an ICO may be considered to be:

·        an interest in a managed investment scheme;

·        a share in a company;

·        a derivative; and

·        a non-cash payment facility.

Misleading and deceptive conduct

ASIC have recently updated this Information Sheet to stress the prohibition under Australian law relating to misleading and deceptive conduct, and to provide some clarity on how ASIC will apply these laws in the ICO/crypto-asset space.

ASIC notes that the application of certain prohibitions against misleading and deceptive conduct may depend on whether or not the ICO/crypto-asset is a ‘financial product’ under the Corporations Act.  However, it is important to be aware that even if the ICO/crypto-asset is not such a ‘financial product’ under the Corporations Act, the prohibitions against misleading and deceptive conduct under the Australian Consumer Law must still be complied with.

ASIC have provided some helpful examples to assist in understanding what kinds of conduct may be prohibited under these laws, such as:

·        the use of social media to generate the appearance of a greater level of public interest in an ICO;

·        undertaking or arranging for a group to engage in trading strategies to generate the appearance of a greater level of buying and selling activity for an ICO or a crypto-asset;

·        failing to disclose adequate information about the ICO; or

·        suggesting that the ICO is a regulated product or the regulator has approved the ICO if that is not the case.

Undertaking an ICO or other crypto-asset activities that fail to comply with these prohibitions may be a serious breach of Australian law, and ASIC have stressed that they intend to take action in coordination with the ACCC where they consider there is potential misleading and deceptive conduct.

Accordingly, it is crucial that you seek legal advice if you are considering an ICO, and then to work closely with your legal advisors throughout that process.

At Motus Legal, our close involvement with technology companies and our expertise in financial services and capital raisings have allowed us to provide valuable assistance on ICOs, and we are excited to be working with a number of our clients in relation to their ICO plans.

Get in touch with us so we can help you with your plans.

The team at Motus Legal

More deals, listed in Best Lawyers in Australia, listed in Doyle's Guide, and family holidays

It's been another whirlwind few months for the team at Motus Legal since the New Year. 

Here's the quick round up of the last 4 months:

  • we have been involved in seven SA based SME M&A transactions in a range of sectors including engineering, technology and manufacturing;

  • we have been involved in capital raisings for SA based entrepreneurs covering equity and debt totalling over $3m for half a dozen clients;

  • we acted for a global consultancy company in advising and drafting contracts for a nationwide multi-million IT infrastructure transaction;

  • we helped half a dozen clients put together executive incentive schemes or employee share option schemes to drive growth for their companies;

  • our Director Craig Yeung was listed in the Doyle's Guide for 2018 in Intellectual Property and TMT Lawyers for the first time, and listed in the Best Lawyers in Australia for Corporate Law for the third year running; and

  • all of our team members have taken additional extended holidays since the New Year to camp around the State or travel overseas with our families. #worklifebalance #familytime

With two more months until the end of the financial year, we're aiming to continue our growth in work flow and help as many clients as we can. 

So please get in touch with us through our website www.motuslegal.com.au for your next corporate deal or project, and experience why so many clients choose Motus Legal for their deals. 

Keep moving.

The team at Motus Legal

Cryptocurrencies to be brought within AUSTRAC's jurisdiction

New laws which would bring Bitcoin and other cryptocurrencies within Australia’s anti-money laundering and counter-terrorism financing (AML/CTF) regime continue to advance through Parliament.


The new laws propose to strengthen Australia’s financial intelligence regulator, AUSTRAC’s investigative and enforcement powers, and to close a regulatory gap by bringing digital currency exchange providers under the remit of AUSTRAC.


Should the bill be passed by Parliament, operators of digital currency exchanges will be required to:
•    register with AUSTRAC;
•    comply with customer identification and due diligence obligations (including “Know Your Customer” checks);
•    keep appropriate records; and
•    report large or suspicious transactions to AUSTRAC.


The Senate Legal and Constitutional Affairs Legislation Committee has recently recommended that the bill should be passed, so this is an important space to watch if you are considering providing digital currency exchange services.


Get in touch with us at Motus Legal to find out more about cryptocurrencies, AML/CTF legislation and financial services laws.

Keep moving.

The team at Motus Legal
 

The past three years at Motus Legal...

Approaching the end of our third year as Motus Legal, we reflected on what we've achieved over this time.

Some key stats:

  1. Clients have trusted us with 82 M&A or capital raising deals;

  2. Helped our clients on over $145m of M&A or capital raising deals;

  3. Employed and kickstarted the careers of 12 young law graduates or lawyers;

  4. 0% of employees wear a suit to work every day;

  5. 100% of our clients are awesome.

We are super proud of these achievements and that clients rave about us.  We are so honoured that the business community has embraced the Motus Legal way of providing legal services, and chose us to help them on their deals.  As you can see - we have certainly been busy, but have also enjoyed ourselves tremendously.

Thank you so much to our clients who believed in our vision, and have since reaped the benefits of top legal expertise, value for money and to have their deals in our safe hands.

If you have not spoken to us about your next deal, you ought to.

Here's to many more years with the Motus Legal team.

Keep moving.

The team at Motus Legal

ASIC finally clarifies their stance on ICOs

ASIC’s view on the legal status of initial coin offerings (or ‘ICOs’) in Australia has recently become clearer with the release of AISC’s Information Sheet 225 (available here: http://asic.gov.au/regulatory-resources/digital-transformation/initial-coin-offerings/).


ICO’s are a means for businesses to raise funds through the sale of ‘coins’ or ‘tokens’ to investors online (typically using cryptocurrencies such as bitcoin).  Businesses will generally use the capital raised from an ICO to develop blockchain-based projects and services.


The rights attached to the coins purchased by investors will vary for each ICO.  Accordingly, rather than attempting to introduce a catch-all provision, ASIC has indicated that an ICO’s legal status will depend upon its structure and operation, as well as the rights attached to the offered coins.


The new Information Sheet provides guidance on what obligations may apply to an ICO under the Corporations Act.  ASIC has outlined when an ICO may be considered an offer of a:
•    managed investment scheme;
•    share in a company;
•    derivative; or
•    non-cash payment facility.


If an ICO falls within any of these categories, then a number of obligations under the Corporations Act must be complied with.  For example, ICO’s that are held to be offers of shares will require the preparation of a prospectus setting out all of the information investors reasonably require to make an informed investment decision.


Therefore, although ASIC has clarified how it will treat an ICO, due to the huge differences in features of an ICO, the legal status of the ICO will depend on those features – and careful advice needs to be sought to understand those legal obligations.


We have been speaking to a number of technology companies looking into ICOs as well as the more traditional crowd sourced equity funding.  The combination of our expertise in traditional corporate/financial capital raising structures and our broad industry knowledge in the technology sector has placed Motus Legal in a unique position to help clients wanting to explore this space.


Get in touch with us at Motus Legal if you want to know more.

The team at Motus Legal
 

Refresher on tax incentives for early stage investors

If you operate an early stage innovation company (ESIC) that is looking to raise equity capital from investors, then those investors may be eligible to receive attractive tax incentives.  These ‘early investor tax incentives’ include non-refundable carry forward tax offsets and exemptions on capital gains tax, however certain criteria must be satisfied before the tax incentives become available.


Qualifying as an ESIC
For your company to be an ESIC to which the tax incentives apply, the company must:
•    have been incorporated in Australia within the last three income years (this may be extended to the last six income years if the company had expenses of less than $1million during the last three income years);
•    be at an early stage in its development (which is assessed against four statutory tests); and
•    be developing new or significantly improved innovations for commercial purposes (which can be self-assessed using a ‘100-point innovation test’ or can be determined by the ATO using a ‘principles-based innovation test’).


Investment conditions
An equity capital raising undertaken by your ESIC will only attract the tax incentives if the investment satisfies a number of conditions.
•    The investor must have purchased newly issued shares directly from your ESIC.  Preference shares and other debt-like investments are not covered.  Convertible notes, however, may be eligible for the tax incentives provided that your company qualifies as an ESIC and satisfies the other criteria at the time the notes are converted into shares.
•    The investor must not hold more than 30% of the shares in your ESIC or any entity connected with your ESIC immediately after the new shares are issued. 
•    Your ESIC and the investor must not be affiliates of each other (i.e. where they could reasonably be expected to act in accordance with the directions of the other – such as a director of your ESIC).
•    The investor must not be acquiring the shares as an employee or contractor under an employee share scheme.


What are the tax incentives?
Investors who satisfy the criteria and purchase new shares in your ESIC may be eligible to receive:
•    a non-refundable carry forward tax offset of 20% of the amount paid by the investor in purchasing the shares (the tax offset is capped at a maximum of $200,000 in each income year); and
•    an exemption from any capital gains tax (CGT) on those shares if the shares are continuously held for at least 12 months but less than ten years (however capital losses on the share held less than ten years must be disregarded).  The $200,000 cap on the tax offset incentive does not limit the shares that qualify for this modified CGT treatment.


Sophisticated investors vs other investors
To take full advantage of these tax incentives, investors in your ESIC must be ‘sophisticated investors’ under the Corporations Act.  This said, more limited early stage investment tax incentives are available for investors that are not sophisticated investors.

At Motus Legal, we specialise in helping our clients with capital raising at all stages of their development, so come talk to us if you are considering raising capital.  As always, specialist tax advice should be sought - and we can work your tax advisor to get that right.
 

Equity crowdfunding rules live - September 2017

Legislation allowing public companies to raise equity-based funds from the crowd is set to commence on 29 September 2017.  Under these new rules, compliant public companies will be able to raise capital from a large number of investors, each making a relatively small investment in exchange for shares in the company.

To be eligible, the public company must:
•    Be an unlisted public company limited by shares;
•    Have consolidated gross assets of less than $25 million (including any of the company’s related parties);
•    Have consolidated annual revenue of less than $25 million (including any of the company’s related parties);
•    Have its principal place of business and majority of directors ordinarily residing in Australia;
•    Not have a substantial purpose of investing in security interests in other entities or in managed investment schemes.

Currently, only fully paid ordinary shares may be offered under the regime, and the maximum that may be raised in any rolling 12-month period is $5 million.  Investors will be limited to investing up to $10,000 annually per company.

While the new laws commencing in September relate only to public companies, the rules do allow some lee-way to private companies wishing to convert to a public company in order to access to equity crowdfunding regime.

Private companies are eligible to receive temporary reporting and corporate governance concessions for five years if the private company:
•    converts to a public company after 29 September 2017; and
•    completes an equity crowdfunding capital raise within 12 months.
If the concessions apply, then the converted company will be granted temporary relief from requirements relating to Annual General Meetings, appointing and auditing financial reports, and distributing annual reports to shareholders.

This said, and as we have discussed in previous posts, the Federal Government is currently considering extending the equity crowdfunding regime to private companies (subject to numerous compliance requirements).  Some commentators are suggesting that private companies wishing to obtain equity-based crowdfunding may be well advised to hold-off on converting to a public company until these new laws are either enacted or taken off the table. Watch this space.

At Motus Legal, we have helped many of our clients successfully undertake capital raising to fund their enterprises.  Get in touch with us if you are considering making use of the new equity crowdfunding regime for your own business.

Keep moving.

The team at Motus Legal