Vocational Education Training Student Loans and Trustees Don’t Mix

 

Is your RTO trustee of a trust? A quick restructure may be in order if you want to be an Approved Course Provider of VET Student Loans

This article is the second in a series about Vocational Education Training sector changes in connection with the VET Student Loans Act 2016 (the Act).

Our previous article (which you can read here) outlined the application process for becoming an Approved Course Provider (ACP) for VET Student Loans.  This article continues with the theme of ACP eligibility requirements.  A requirement that ACP applicants may not have picked up or understood fully is their inability to be trustees of a trust.  Imminent organisational restructuring is on the cards for those ACPs who fall into this category.

Prohibition on trustees

The Act prohibits persons who are ACPs from being a trustee by stipulating that in order to meet the “course provider requirements” an RTO must “be a body corporate that is not a trustee”.  This is a blanket prohibition.  No “if’s” or “but’s”.

Clearly if you are an RTO which is not a trustee then you can breathe a sigh of relief and continue worrying about the other changes you need to comply with under the Act.

However, if you are an RTO which is a trustee then you may have a major problem on your hands.  It may be that your RTO already has provisional approval as an ACP or has applied to become an ACP.  If you have failed to properly disclose that you are a trustee, section 36 of the Act could come home to roost as it allows the Department to suspend, cancel or revoke your status as an ACP or application for approval as an ACP where you do not comply with the Act.

How can you comply with the requirements of the Act if you are a trustee?

This will ultimately depend on the nature of your corporate, tax and other structuring arrangements as an RTO and how you have been operating your existing RTO business.  For some it may be all too hard to restructure.  For others, there may be a range of changes which can be considered to your existing structure to manage this issue, including the following:

  • Retirement of your RTO as trustee of any trusts of which it is trustee and appointing a replacement trustee
  • Establishing a new RTO entity (not a trustee) and moving all of your RTO arrangements from the existing trustee to the new RTO (noting that this would require approval from the relevant regulatory authorities, including ASQA, VRQA and TAC)

In considering either of the above options or any other structural options available to you, careful consideration will need to be given to the following non-exhaustive list of matters:

  • The terms of the RTO’s funding and other material contracts
  • Course material licensing and other IT and IP arrangements
  • Banking and other financing facilities which may contain restrictions or other consent covenants
  • Taxation implications for the RTO and any trust of which it is trustee

It is never fun to make a hasty organisational restructure, but better to comply with the requirements now before you have your provisional ACP status suspended or revoked or your application to be an ACP rejected.

Stay tuned for the rest of our VET Sector series in the months to come!

Are you a Provider in the VET Sector? Do you need the assistance of lawyers who can help you comply with the new VET Laws? Contact Kenneth Stanton or Lachlan Roots on +61 2 8920 1344 and by email on
kenneth.stanton@barraketstanton.com or  lachlan.roots@barrkaketstanton.com 

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Out with the old and in with the new: How to stay on top of the Vocational Education Training Student Loan revamp

 

Being prepared for the changes under the new VET Student Loans scheme may be the difference between sink or swim.

With the Christmas and New Year festivities well and truly over, the luxury of slowly easing back into your regular work routine cannot afford to be taken by any Vocational Education Training Provider (Provider). So shake off that holiday hangover and read up because the VET Sector is getting an overhaul.

The VET Student Loans Act 2016 (the Act) commenced on the first of January this year, and has wide-ranging reforms for all aspects of the VET Sector. The Act was unsurprisingly a response to the previous VET FEE-HELP Scheme which was described by the National Audit Office as having ‘poor design and a lack of monitoring’.

This article is the first of a series that will help Providers understand and adapt to the different design and increased monitoring under the new scheme. Along with increased requirements upon Providers, competition will become more pronounced as new loan caps and restrictions on course availability kick in.

Becoming an Approved Course Provider is the most urgent aspect of the new changes and will be addressed in this article. The application date is drawing near and the process is rigorous, so be across the new requirements and send your application in by the deadline or wave goodbye to government funding.

How to become an Approved Course Provider

Regardless of whether you are a provisional Provider or not, come 1 July 2017 only Approved Course Providers will be eligible to receive VET Student Loans. Applications to become an Approved Course Provider close at 11:59pm on 19 February 2017. Missing this deadline will lock Providers out until an annual application process has been developed and approved by the Department of Education of Education and Training.

And remember, just completing the form may not cut it as only ‘high quality providers offering courses with positive outcomes for students gain approval’ (The Department of Education and Training).

Along with the usual information you would expect to be included in the application (such as key personnel, Provider and course details) the most important section is the Provider Suitability Requirement (PSR) criteria. The PSR criteria require evidence of five key Provider characteristics:

  1. Financial Performance: This means you need professionally prepared financial documents showing you that your ‘organisation has sound financial management structures in place’.
  2. Strong Management and Governance: You need to demonstrate a ’strong commitment to good governance, accountability and data integrity’.
  3. Experience in Providing Quality Vocational Education: The Department is looking for Provider’s to demonstrate that they have a strong history of quality education services.
  4. Student Outcomes: You need to sell to the Department that your Provider has a commitment to ‘genuine student engagement’ and substantiate it through course completion rates and student employment outcomes.
  5. Workplace Relevance: The Department is limiting funding to course with a ‘high national priority’. Linking your courses to state subsidy/skill lists or science, technology, engineering and mathematics is vital for funding. After this you also need to demonstrate involvement with the industry that your courses relate to.

The application process may be daunting for prospective Providers seeking entry to the VET Sector, but will be equally challenging for existing Providers (even if they have a dedicated compliance team). If the above requirements haven’t snapped you out of holiday mode then you are either already prepared or looking for work in a different industry.

Stay tuned for the rest of our VET Sector series in the months to come!

Are you a Provider in the VET Sector? Do you need the assistance of lawyers who can help you comply with the new VET Laws? Contact Kenneth Stanton or Lachlan Roots on +61 2 8920 1344 and by email on
kenneth.stanton@barraketstanton.com or  lachlan.roots@barrkaketstanton.com 

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Overriding purpose: why ‘less is more’ has never been more apt

 

Retaining that silk may be tempting, but be prepared to bear the brunt of a costs order if the court deems it unnecessary.

A key aspect of litigation that is often overlooked by both lawyers and clients is the overriding purpose principle, which is clearly set out in both the New South Wales and Victorian Civil Procedure Acts (The CPAs). Section 56 of the NSW CPA stipulates the ‘the just, quick and cheap resolution of the real issues in the proceedings’ as an overarching principle. Both parties and their solicitors are placed under a duty to assist the court achieve this principle under the CPAs.

Ignoring the overriding purpose principle is done at your own peril. Frustrated by the disregard shown by parties and their solicitors, the courts have increasingly showed a willingness to correct this apathy with stinging costs orders.

Now that you are aware that you not only owe this duty to the court but are likely to get more than a rap over the knuckles if you ignore it, you should follow these simple guidelines to avoid being saddled with an adverse costs order.

For Lawyers:

  • Try to resolve as many peripheral issues between parties outside the court. This means resolving interlocutory issues by a telephone call between parties and filing motions as a last resort.[1] The High Court in Expense Reduction and Analysts Group Pty Limited expressed a clear disapproval for ‘unduly technical and costly disputes about non-essential issues’.[2]

  • ‘Civility, trust and mutual respect’ are expected of solicitors and barristers, and must ‘never be abandoned at the behest of clients’.[3] If you negotiate with other parties in a reasonable manner and reach a compromise on an outcome, the court will be unlikely to award adverse costs.[4]
  • Don’t leave things till the last moment! In Aon Risk Services the Australian National University sought to amend their case in the third day of the trial.[5] The High Court didn’t take kindly to this, dismissing the proposed amendment and ordering costs against Australian National University.
  • Avoid providing unnecessary and excessive volumes of documents to the court. Justice Kunc in Tugral was particularly frustrated with the ‘practice of exhibiting … an evidentiary cornucopia from which only a few morsels are ultimately selected to be referred to in argument.’[6]

Still not convinced? You should have a chat to the applicant’s solicitors in Yara Australia Pty Limited v Oswal who had to pay 50 percent of the respondent’s appeal book costs because the court decided they filed ‘excessive materials’.[7]

For Clients:

  • While you might not always understand the specifics of what your lawyer is doing in your proceedings, ask them to justify the particular course of action taken and remind them of the overriding purpose principle.
  • Don’t be frustrated if your solicitor explains that they can’t act on your instructions because of their overriding duty. Yara Australia Pty Ltd & Ors v Oswal made it clear that a solicitor’s obligation to the court takes precedence over a client’s instructions when they are in conflict.[8]
  • Beware of engaging in ‘overrepresentation’. You have a right to representation to the level and extent that is necessary for the proceeding and nothing more. That shiny silk might seem like the answer but you will be on the hook for their shiny fees if the court decides they amount to overrepresentation.[9]

The reality is that the overriding purpose principle isn’t going away anytime soon so we suggest you play by the rules and assist the courts by acting reasonably and making sure you do everything you can to keep proceedings as ‘quick and cheap’ as possible.

Are you involved in litigation? Do you need the assistance of lawyers who will ensure you adopt a cost-effective and strategic approach to running your case? Call Kenneth Stanton, Lachlan Roots or Charlie George on +61 2 8920 1344. Alternatively, you can email us at kenneth.stanton@barraketstanton.com, lachlan.roots@barrkaketstanton.com and charlie.george@barraketstanton.com 

[1] Tugrul v Tarrants Financial Consultants Pty Limited [No 5] [2014] NSWSC 437.

[2] Expense Reduction Analysts Group Pty Ltd v Armstrong Strategic Management and Marketing Pty Ltd [2013] HCA 46.

[3] Tugrul v Tarrants Financial Consultants Pty Limited [No 5] [2014] NSWSC 437.

[4] Hamilton v New South Wales [2016] NSWSC 1213.

[5] Aon Risk Services v Australian National University [2009] HCA 27.

[6] Tugrul v Tarrants Financial Consultants Pty Limited [No 5] [2014] NSWSC 437.

[7] Yara Australia Pty Ltd & Ors v Oswal [2013] VSCA 337.

[8] Yara Australia Pty Ltd & Ors v Oswal [2013] VSCA 337.

[9] Ibid.

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A legal oxymoron: when an agent’s irrevocable appointment is revocable

 

The law of agency: when are you likely to want the appointment of an agent to be irrevocable?

Anyone running or managing a business is aware that agency relationships play an important role in commercial life.  After all, there are numerous situations in the commercial world of one party (the principal) authorising another party (the agent) to create legal relations with a third party.

In most cases, the appointment of an agent will be revocable.  However, there are certain circumstances where it may make commercial sense for the appointment to be irrevocable. In fact, an irrevocable appointment could arise in many such relationships.  These include (but are not limited to):

  • Estate agents
  • Auctioneers
  • Attorneys (appointed under power of attorney)
  • Distribution agents
  • Finance brokers
  • Insurance brokers
  • Insurance agents
  • Solicitors
  • Receivers
  • Liquidators
  • Travel agents.

When might an irrevocable appointment be revocable?

The recent decision of the Supreme Court of the United Kingdom in Bailey and Another (Respondents) v Angove’s Pty Ltd (Appellants) [2016] UKSC 47 (Angove’s Case) considered the rather oxymoronic legal world of the revocability of irrevocable appointments of agents.  This article reviews this decision and the salutary lessons which it teaches.

According to Lord Sumption (with whom Lords Neuberger, Clarke, Carnwath and Hodge agreed):

The general rule is that the authority of an agent may be revoked by the principal, even if it is agreed by their contract to be irrevocable.[1]

But any good lawyer knows that every good general rule typically has at least one exception.

For instance, there are circumstances in which the irrevocable appointment of an agent cannot be revoked by the principal, such as when the agent has a relevant interest of his or her own in the exercise of his or her authority as agent.[2]  That is, the power is irrevocably granted on the basis that it secures to the attorney an entitlement to recover against the principal some benefit granted by the principal to the agent.  As Lord Sumption noted, two conditions must be satisfied in order for irrevocability of the appointment to apply:

  1. There must be an agreement that the agent’s authority is to be irrevocable.[3]
  2. The authority must be given to secure an interest of the agent, being either a proprietary interest or a liability owed to the agent personally.[4]

It follows from these conditions, however, that upon the proprietary interest or liability owed to the agent being satisfied, the principal can revoke the agent’s appointment.

When is an irrevocable appointment NOT revocable?

Under the general law, the following principles must apply if you want to prevent a principal from revoking an irrevocable appointment of an agent:

  • The agreement between the principal and agent appointing the agent must expressly stipulate that the agent’s authority is to be irrevocable.[5]
  • The irrevocable appointment must be coupled with an interest.[6]
  • The appointment must secure an interest of the agent, being either a proprietary interest of the agent or a liability owed to the agent personally.[7]
  • The interest must be for the benefit of the agent so as to ‘protect some title or right in the subject of the [agency] or secure some performance to [the agent]’[8]. As Lord Atkinson stated in Frith v Frith [1906] AC 254:

…where an agreement is entered into for sufficient consideration, whereby an authority is given for the purpose of securing some benefit to the donee of the authority: Story on Agency, sect 476.[9]

  • The irrevocability of the agent’s authority may be inferred from the relevant agreement, but not from the mere co-existence of the agency and the interest. It is necessary that the one should be intended to support the other.[10]
  • The irrevocability of the agent’s authority can be found in the following situations:
  • where the authority exists solely in order to secure the agent’s financial interest;[11]
  • where the relationship of principal and agent is broader than the mere collection of money to satisfy the agent’s debt, so that the agent may be said to act both for [itself] and [its] principal.[12]

The murky issue of irrevocability: attorneys (appointed under a power of attorney) and distribution agents

The remainder of this article will focus on two of the following types of agency – attorneys (appointed under a power of attorney) and distribution agents.  Why? Because attorneys (appointed under a power of attorney) are very commonly used in a diverse range of situations from family and other arrangements to specific transactions, and therefore this type of agency relationship regularly arises in daily private and commercial life; and distribution agents, because it was this type of agency relationship which was the context for this article and the subject of the decision in Angove’s Case.

Attorneys appointed under a power of attorney

In New South Wales,[13] the position at common law has been replaced with specialist legislation – the Powers of Attorney Act 2003 (NSW).  Sections 15 and 16 of the Act deal with irrevocable powers of attorney and provide as follows:

15             Irrevocable powers of attorney

An instrument that creates a power of attorney creates an “irrevocable power of attorney” for the purposes of this Act if:

(a)           the instrument is expressed to be irrevocable, and

(b)           the instrument is given for valuable consideration or is expressed to be given for valuable consideration.

16           Effect of irrevocable powers of attorney

(1)           The power conferred by an irrevocable power of attorney is not revoked or otherwise terminated by, and remains effective despite, the occurrence of any of the following:

(a)           anything done by the principal without the concurrence of the attorney,

(b)           the bankruptcy of the principal,

(c)           the mental incapacity of the principal,

(d)           the principal becoming a mentally incapacitated person,

(d1)        the principal becoming a person who is a managed missing person within the meaning of the NSW trustee and Guardian Act 2009,

(e)           the death of the principal,

(f)            if the principal is a corporation, the dissolution of the corporation.

(2)           Subsection (1) has effect except to the extent that the instrument creating the irrevocable power of attorney provides otherwise.

The Act defines an ‘instrument’ to include a deed and ‘valuable consideration’ to include marriage but does not include a nominal consideration, even if it has some value.

The important point to note here is that in New South Wales there is a statutory regime regulating irrevocable powers of attorney that must be followed in order for them to be properly created and effective, which will not be undone if any of the circumstances set out in section 16(1) of the Act arise.  Significantly, however, the regime includes an ‘opt out’ mechanism in section 16(2) of the Act.  As Ward J noted in Quest Rose Hill Pty Ltd v White [2010] NSWSC 939, if the power of attorney meets the statutory requirements, then, for the purposes of the statute it is irrevocable, whether or not it meets the common law requirement of being coupled with an interest.[14]

The distribution agency in Angove’s Case

The essential facts in the case were as follows:

  • Angove’s Pty Ltd (an Australian winemaker) engaged D&D Wines International Ltd (a UK company) (D&D) as its agent and distributor in the United Kingdom under an Agency and Distribution Agreement dated December 2011 (ADA).
  • D&D went into administration on 21 April 2012 at which time there were outstanding invoices totalling $874,928.81 representing the price of wine sold by D&D to UK retailers.
  • On 23 April 2012 Angove’s gave D&D written notice terminating the ADA and D&D’s authority to collect on the outstanding invoices totalling $874,928.81. The written notice stipulated that Angove’s would collect on the outstanding invoices and account separately to D&D for its commission arising on these sales referable to these invoices.
  • On 10 July 2012 D&D moved into voluntary liquidation. The liquidators (Bailey) claimed that Angove’s was not entitled to do what it had done and contended that D&D was entitled to collect on the outstanding invoices, deduct its commission arising on these sales referable to these invoices, and leave Angove’s to prove in the winding up of D&D for the balance of the price of the invoices.
  • As part of its claim D&D argued that the arrangements under the ADA created an irrevocable agency because the ADA created rights allowing D&D as agent to collect its commission out of the proceeds of wine sold by it to customers of Angove’s.

Their Lordships found against Bailey and D&D for the following reasons:

  1. While D&D had express authority to collect from customers, the authority wasn’t expressed to be irrevocable. Nor was it is expressed as surviving the termination of the ADA.  It would have been easy to have expressed these conditions in the ADA but they weren’t.
  2. While D&D assumed responsibility for collecting payment from customers, there was nothing in the ADA to stop Angove’s assuming responsibility for that task or the customer paying Angove’s directly.
  3. The fact that the ADA allowed D&D to recover its commission by deducting it from the proceeds of invoices upon payment by the customer didn’t infer that the agency was irrevocable.
  4. It was inherently improbable that either D&D or Angove’s intended the arrangement to be irrevocable as the parties had envisaged the possibility of insolvency and had provided for a mutual right of termination in that event.

What can be learned from Angove’s Case

The lessons are twofold:

  1. If you WANT your agency relationship to be irrevocable it requires express language to record this, and it must found a proprietary or other right in the agent that is personal to the agent.
  2. If you DO NOT WANT your agency relationship to be irrevocable, it is critical that there is express language which records this, and that the terms and conditions of the relationship must have the substantive effect of making it revocable.

Do you need to create an agency relationship that is irrevocable? Or, are you determined to ensure any agency relationship you create is revocable? At Barraket Stanton Lawyers, we can help you achieve either outcome. Call Lachlan Roots or Kenneth Stanton on +61 2 8920 1344. Alternatively, you can email us at lachlan.roots@barrkaketstanton.com or kenneth.stanton@barraketstanton.com.


[1] Bailey and Another (Respondents) v Angove’s Pty Ltd (Appellants) [2016] UKSC 47 at Paragraph [6].

[2] Ibid at Paragraph [7].

[3] Ibid.  See also Esteban de Comas v Prost and Kohler (1865) Moo PC NS 158; Frith v Frith [1906] AC 254; Griffin v Clark (1940) 40 SR (NSW) 409; Cordiant Communications (Australia) Pty Ltd v Communications Group Holdings Pty Ltd (2005) 55 ACSR 185.

[4] Ibid at Paragraph [7].  See also the cases referred to in footnote 3.

[5] Ibid at Paragraph [7].

[6] Ibid.

[7] Ibid.

[8] Ibid.

[9] Frith v Frith [1906] AC 254 at 259-260. See also Clerk v Laurie (1857) 157 ER 83 at 83 per Williams J; Smart v Sanders (1848) 2 CB 895 at 917-918 per Wilde CJ.

[10] Bailey and Another (Respondents) v Angove’s Pty Ltd (Appellants) [2016] UKSC 47 at Paragraph [8].

[11] Ibid at Paragraph [9]. See also Walsh v Whitcomb (1797) 2 Esp 565 and Gaussen v Morton (1830) 10 B&C 731.

[12] Bailey and Another (Respondents) v Angove’s Pty Ltd (Appellants) [2016] UKSC 47 at Paragraph [9].

[13] There is similar legislation in all States and Territories, however the South Australian and Australian Capital Territory legislation does not contain provisions addressing irrevocable powers of attorney.

[14] See D.E. Dal Pont, Powers of Attorney, 2nd Edition, LexisNexis Butterworths, 2015 at p 21.

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Effects of the 2016 Budget on the Wine Industry

In Tuesday’s Budget, the Government announced several changes to the Wine Equalisation Tax (WET) rebate, to be implemented over the next 4r years. These reforms were introduced in an effort to place ”the wine industry in a stronger, long term position by making a record investment in international and domestic wine promotion, while strengthening the integrity of the WET by tightening eligibility rules and reducing the WET rebate.”

The WET rebate was originally intended to benefit small wine producers in rural and regional Australia. However, since its introduction in 2004, the wine industry has found that the WET rebate has moved beyond the original intent and has had a negative impact on the industry by encouraging business structuring to maximise rebate claims and by contributing to excessive wine grape production and low value wine. It is hoped that these reform will address these concerns.

WET Rebate and Excise Refund Reforms

The reforms include:

• tightening the eligibility criteria for the WET rebate. From 1 July 2019, a wine producer must own a winery or have a long term lease over a winery and sell packaged, branded wine domestically. This will ensure only those that have a stake in the wine industry will benefit from the rebate by eliminating “virtual winemakers” and curtailing the issues associated with bulk and unbranded wine.

The changes will equally apply to producers of cider, perry, sake and mead, and to New Zealand wine producers that claim the rebate under trade agreements.

Final details on the tightened eligibility criteria (including the definition of “winery”) will be resolved after further consultation; and

• reducing the WET rebate cap. The WET rebate cap will be reduced from $500,000 to $350,000 on the 1 July 2017 and then further reduced to $290,000 on 1 July 2018.

In addition to reforming the WET rebate, the Government has also indicated that it will extend the excise refund scheme to domestic spirits producers from 1 July 2017. The current scheme provides those eligible with a refund of 60% of excise paid up to $30,000 per financial year. Eligibility will now include producers of whisky, vodka, gin, liquor and producers of low strength fermented beverages such as non-traditional cider.

However, those that are eligible for the WET rebate and most producers of alcopop beverages (i.e. those that purchase spirits and add soda and other flavours) will not be eligible for the excise refund scheme.

Support for export and regional wine growers

The Government claims that it will save over $300 million from the WET reform. From this amount, $50 million will be given over 4 years to the Australian Grape and Wine Authority from 1 July 2016. The funding is to be used to promote Australian wine overseas, and wine tourism within Australia to benefit regional wine producing communities. This will open new opportunities through free trade agreements and increase wine exports, which currently constitutes approximately 60% of the wine produced in Australia.

For more information please contact:

Kenneth Stanton

Partner

P: (+61 2) 8920 1344

E: kenneth.stanton@barraketstanton.com

Debbie Chun

Senior Associate

P: (+61 2) 8920 1344

E: debbie.chun@barraketstanton.com

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A boutique law firm has advised Casella Family Brands on its acquisition of Brand’s Laira from McWilliam’s Wines Group

Firms: Barraket Stanton Lawyers (Casella Family Brands); Holding Redlich (McWilliam’s Wines Group Ltd)

Deal: Casella Family Brands acquired of Brand’s Laira from McWilliam’s Wines Group Ltd.

Value: Undisclosed

Area: M&A

Key players: The Barraket Stanton Lawyers team was led by partner Kenneth Stanton (pictured).

Deal significance: Casella Wines Pty Ltd of Casella Family Brands acquired Brand’s Laira from McWilliam’s Wines Group Ltd, for an undisclosed amount.

The move furthers the expansion of Casella Family Brands, following the off-market takeover of Peter Lehmann Wines in 2014.

Casella Family Brands prides itself on its commitment to the domestic wine industry and is excited about the opportunity to develop this industry, both domestically and internationally.

Barraket Stanton Lawyers lead partner Kenneth Stanton said: “Since our firm’s inception in 2011, we have worked for clients in all areas of the wine industry.”

He continued: “Casella Family Brands is a close client who represents integrity and family values. We are proud to be a part of their expansion.”

This article was published on the Lawyers Weekly website on 5th January 2016. View the article on the Lawyers Weekly website http://www.lawyersweekly.com.au/deals/17754-boutique-advises-on-wine-company-acquisition

 

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Three firms act on drinks deal : Lawyers Weekly

Firms: Ashurst (Coca Cola Amatil Limited), Barraket Stanton Lawyers (Casella Wines),

Corrs Chambers Westgarth (NAB)

Deal: Establishment of a Beer Joint Venture between Coca Cola Amatil Limited and Casella Wines Pty Ltd

Area: Corporate

Value: Initial investment, by issue of convertible notes, by Australian Beer Company Pty Ltd to Coca Cola Amatil Limited of $24 million, with further funding obligation of up to $23 million

Key players: Murray Wheater (pictured) was the lead Ashurst partner. He was assisted by Barbara Phair, Vivian Chang, Tim Sackar, Graeme Tucker, Cameron Thomson and Andrew Deane. Continue reading

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