The Association of Corporate Counsel (ACC) is the world's largest organization serving the professional and business interests of attorneys who practice in the legal departments of corporations, associations, nonprofits and other private-sector organizations around the globe.
More than ever, companies are changing the way they engage and do business with each another, and are seeking to negotiate a strategic alliance which is mutually beneficial. This has resulted in the evolution of a range of different forms of contracting arrangements, particularly in the B2B context.
This webinar, hosted by Gilbert + Tobin’s leading M+A and Competition + Regulation teams, will equip in-house counsel with some key skills to draw on when negotiating a strategic alliance. The session will:
cover the different ways a strategic alliance can be structured, including unincorporated joint ventures, cost / revenue sharing arrangements, alliance agreements and joint investment vehicles / equity sharing;
provide guidance on the most appropriate structure in a range of contexts; and
explore issues to consider and traps to be mindful of.
In-house counsel must consider a range of competition and consumer law principles when negotiating and entering into commercial contracts, or risk their organisation attracting complaints from customers and even scrutiny from the ACCC.
This CPD event, hosted by Gilbert + Tobin’s market leading Competition + Regulation team, will alert inhouse counsel to some key risks and will explore the answers to the following questions:
• Do the consumer guarantees apply?
• Am I being false or misleading? Is my counterparty?
• Am I deviating from the norms of acceptable commercial behaviour so as to risk being unconscionable? Is my counterparty?
• Is this a standard form contract with an individual or small business? Does it contain unfair terms?
• Does the interaction of this contract with other similar contracts (rebate or exclusivity provisions) have a potential effect upon competition?
• Does this contract contain a cartel provision?
The Construction Contracts Act, which governs the way security for payment disputes have been conducted in WA, has been in effect since 2004. The new Security for Payments Act will shortly come into effect and change the way security for payment claims are made in contracts entered into after 1 August 2022. Among other things, this new legislation will bring WA more into line with the approach taken to these claims on the East Coast and, significantly for the WA mining industry, refine the “mining exclusion” which has limited the applicability of the Construction Contract Act to many projects in WA.
The session will provide:
an overview of the new WA security for payment legislation;
an outline of the key changes from the Construction Contracts Act; and
some insights from similar legislation across the country.
The landscape for brand commercialisation is rapidly evolving, both in Australia and internationally. This creates new opportunities for brand monetisation and growth, and also presents legal and commercial challenges as arrangements in this space become more complex. In-house counsel can add substantial value by having a strong grasp of this developing area.
This webinar, hosted by Gilbert + Tobin’s Tech + IP Group, will provide practical tips for in-house counsel on the management and commercialisation of brands, including in the evolving digital landscape. The session will cover:
how you can build and protect brand value from a legal perspective;
the interface between brand licensing, non-fungible tokens (NFTs) and the metaverse; and
how to future proof your brand licensing and brand protection arrangements.
The Victorian Supreme Court recently awarded record damages of $292.9 million in favour of Cargill against Viterra for false and misleading statements made by Viterra and Glencore relating to the $420 million sale of the Joe White malt business. Gilbert + Tobin acted for Cargill. The judgment shines a spotlight on the litigation risks that companies face if the disclosure made during a corporate transaction process is inaccurate, and the practices companies are taking to mitigate their liability once a corporate transaction has completed.
This session, presented by Gilbert + Tobin’s market leading M+A and Disputes + Investigations teams, will provide practical guidance for in-house counsel in respect of the risks associated with corporate transactions highlighted by the judgement in Cargill. It will explore how to prepare for a corporate transaction and identify the steps that can be taken to manage and mitigate these risks.
With the ACCC’s new Chair and Commissioner for enforcement having started recently, companies should expect renewed vigour and focus on the ACCC’s Australian Consumer Law enforcement activities. This follows a year in which the ACCC has obtained record penalties in ACL cases, including $153 million against AIPE.
This training session hosted by Gilbert + Tobin’s market leading Competition + Regulation team will reflect on the year just past, discuss the implications of the changes in leadership at the ACCC and consider the enforcement priorities and what to expect for the year ahead.
In May 2020, damage to the area of the Juukan Gorge in the Pilbara resulted in the destruction of two ancient rock shelters, estimated at around 46,000 years old, with cultural significance to the Puutu Kunti Kurrama and Pinikura People. The destruction of these sacred sites brought international attention to the importance of Indigenous cultural heritage within broader environmental, social and governance (ESG) considerations.
This session, hosted in conjunction with Gilbert + Tobin will explore Aboriginal heritage sensitivities as part of a company’s ESG obligations following the Juukan Gorge incident and the subsequent Parliamentary Inquiry.
It will focus on both the legal ramifications of compliance with the current and incoming Aboriginal Heritage legislation but also the ‘social licence to operate’ ramifications of not maintaining good relations with relevant Traditional Owners.
Over the past 12 months we have seen some noteworthy developments in the obligations imposed on director and officers of both public and private companies. A key understanding of these developments is essential not only to minimise potential liability for a claim of a breach of these duties but also to manage reputational risk for corporations and the individuals involved.
This webinar, hosted by Gilbert + Tobin’s award-winning Corporate Advisory team, will bring you right up to speed on recent developments in director and officer duties and liabilities and will include:
a refresher on D+O liability;
noteworthy developments in case law around directors’ duties;
changes to D+O liability under the continuous disclosure regime;
issues with ‘greenwashing’, and why directors and officers should be alive to litigation risks;
issues presented by cyber-attacks and data breaches; and
some key directors’ duties issues in corporate control transactions (if time permits!).
Companies worldwide are seeing an increased focus on environmental, social and governance (ESG) matters. This is driven by growing attention by governments, investors, financiers, customers, suppliers and the wider public on the manner in which corporates conduct their business. Profitability in and of itself is no longer enough.
This webinar hosted by Gilbert + Tobin will involve a broad panel discussion on ESG, and will provide tips for those in the legal function. It will explore a range of topics including:
the impact of climate change on business activity and the development and delivery of projects;
corporate governance implications, including directors’ duties, disclosure and reporting obligations, shareholder activism and stakeholder relations;
ESG drivers in mergers and acquisitions; and
ESG debt financing in the Australian market, including sustainability linked loans, green loans and social loans.
The extended pandemic environment, combined with corporates, private equity firms and investors holding significant capital to deploy, is predicted to lead to a notable increase in distressed investment opportunities for buyers in both debt and equity as well as restructuring and recapitalisation opportunities for businesses.
This webinar hosted by Gilbert + Tobin’s market leading Restructuring + Insolvency and M+A teams will cover:
common issues that arise in distressed transactions (including differences with going concern/traditional acquisitions);
tips on structuring a competitive bid (debt or equity) for a distressed asset; and
tips for restructuring or recapitalising a business via a deed of company arrangement