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  • 23-Apr-2019 17:20 | Tracy Dawson (Administrator)

    Book your Christmas celebrations with Events by ATC by 1 December 2019 to receive your choice of:

    • A Race Day Experience* – Table for four in either the Winning Post Restaurant at Rosehill Gardens or the Grandview Restaurant at Royal Randwick, including lunch and beverage package,
    • 2 x General Admission Race Day* tickets for each of your event attendees, or
    • 6 bottles of Möet & Chandon

    *Excludes Carnival race days

    Contact the Events by ATC team today for further information:

    P: 1300 729 668

    W: eventsbyATC.com.au


  • 23-Apr-2019 14:56 | Tracy Dawson (Administrator)

    Mana – the mystical gem of the Mamanucas

    Location: Mana Island Resort & Spa is positioned in the heart of the 27 islands that make up the Mamanuca archipelago, about 30 kilometres west of Nadi. The cluster of islands are a tropical paradise, each encircled by white sand beaches, rocky outcrops, coral and pristine crystal-clear water.

    Mana Island Resort & Spa is accessed by scheduled ferry service from Port Denarau, water taxi, or air. Mana Island is one of only two islands in the Mamanucas that has an airfield, serviced by Pacific Island Air.

    Getting there: For overseas visitors, the closest international airport to Mana Island Resort & Spa is Nadi International Airport. Fiji’s national carrier Fiji Airways, Qantas and Virgin Australia operates regularly scheduled services to Nadi International Airport from Australia (Sydney, Brisbane, Melbourne and Adelaide).

    From Nadi International Airport it is approximately a 20-minute drive to Port Denarau Marina.

    Mana Mania: You’ll need a week or more at Mana Island Resort & Spa to fully immerse yourself in the variety of land and water activities on offer. In the Mamanuncas, it’s all about doing as little, or as much as you please – the choice is yours.

    A rotating roster of events and activities are held weekly, ensuring no two days are alike. Immerse yourself in the culture of the locals, learn how to weave a hat and basket, get involved with Mana Island’s reef rejuvenation program, try your hand at windsurfing or diving and encourage family members as they join staff for the interactive night time entertainment – and that’s all in one day! Or slow down the pace, spread the fun across several days, infused with ample relaxation time.

    Elite Travel is proud to offer a 5% discount to all WSBC members from the lead-in-price of $1,499 per adult. This is an additional discount on top of a saving of $843 per adult. Do not miss out on this great value.

    Elite Travel has partnered with HSBC to offer all WSBC members (for a limited time) a twelve-month interest free term for approved customers. Conditions apply.

    Please note the offer expires on 18 May 2019 unless sold out prior. Availability is limited.

    How to book: Contact Elite Travel today 

    P: 1800 627 746

    E: info@elitetravel.com.au

    W: www.elitetravel.com.au

    Elite Travel: ‘Providing a better business travel management solution with value to the businesses in Western Sydney and supporting your local community’.


  • 23-Apr-2019 14:44 | Tracy Dawson (Administrator)

    By Michael Page

    The Federal Government has not dedicated any funding for the $20 billion Western Sydney Metro West rail, due for delivery in the late 2020s and expected to generate tens of thousands of jobs.

    While Treasurer Josh Frydenberg’s 2019 Federal Budget included spending for multiple road and transport initiatives in the region, this significant project missed out.

    “Western Sydney contributes more than 8 per cent of Australia’s GDP and within the next decade will be home to more than half of Sydney’s population. The Sydney Metro West has a vital role in supporting this growth and we will continue to promote its importance, particularly with the Western Line now at breaking point,” Adam Leto, Executive Director of the Western Sydney Leadership Dialogue told Michael Page Australia.

    “Regardless of the Federal Government’s latest budget, or whoever wins the Federal Election, there is no denying that Metro West is the steel spine of one the country’s fastest growing regions and it demands federal, state and local support, especially when you consider the economic outcomes it will deliver.”

    The Dialogue said it is still confident Sydney Metro West will be planned, funded and built on time.

    “As we’ve seen through the Western Sydney City Deal, the Federal Government can play an important role in the development of our cities, and our hope that it will continue to invest in the region’s growth centres, particularly within the Greater Parramatta and Olympic Park Corridor,” Leto said.

    RELATED: Federal Budget pledges 1.25 million more jobs on the horizon

    Greater Western Sydney is forecast to grow from 2 million-plus people to 3 million-plus by 2036.

    In the next 25 years, the region will generate 15 per cent of Australia’s population growth, and 60 per cent of Sydney’s.

    Christopher Brown AM, Chairman of Western Sydney Leadership Dialogue said the decision not to include funding for the Metro West rail project in the budget was a missed opportunity for the Morrison government to demonstrate its support for the economic development of the region.

    Brown said Metro West will be Sydney’s most transformative transport project, and upon completion of the first link, will generate tens of thousands of jobs by unlocking the potential of the city’s two CBDs – Sydney and Parramatta.

    He acknowledged the government’s continued support for the North-South rail, which will link St Marys to the Western Sydney Airport.

    RELATED: Western Sydney housing, construction lead policy talks

    The NSW government has allocated $6.4 billion for the Sydney Metro West rail.

    As part of the 2019 Federal Budget, the Western Sydney region was earmarked:

    • $3.5 billion for the North-South Rail Link
    • $405 million in additional funds for the M12 Motorway
    • $50 million to upgrade King Georges Road
    • $95 million to improve The Horsley Drive
    • $50 million will be spent on improvements for Homebush Bay Drive
    • Commuter parking at Panania will be upgraded
    • $200 million will go toward a new Hawkesbury River Crossing at Windsor

    To find out more about current and upcoming Western Sydney job opportunities, contact Michael Page.

    RELATED: The future of Western Sydney lies in its opportunities


  • 23-Apr-2019 14:25 | Tracy Dawson (Administrator)

    Business leaders from across Western Sydney have supported Blacktown City Council to launch Trade Mission India 2019.

    Council has partnered with Austrade to invite businesses from Blacktown and Western Sydney to join a trade delegation to India later this year.

    Blacktown City Mayor, Stephen Bali MP, said: “Blacktown City has one of the fastest growing economies in Australia, while India has one of the fastest growing economies in the world.

    “Trade between our city and cities across India is a perfect fit.”

    More than 100 business leaders from Western Sydney, and officials from neighbouring councils, Austrade and the Indian Consulate attended the launch. There was immediate interest in joining the trade delegation.

    Mayor Bali said: “We have partnered with Austrade so we can tap into their vast experience, expertise and network of offices across India. It will dramatically cut the time and effort needed to establish business-to-business connections.”

    “Blacktown is home to 360,000 people from 188 birthplaces representing 182 different language groups.”

    “Our community is one of the most diverse in NSW and possibly the country, we know that a very large percentage of our population are from the Indian diaspora so it makes sense to build links with India,” said Mayor Bali.

    He said there are more than 20,000 businesses operating in the City and Council supported businesses ready to grow.

    Council led a similar Trade Mission to Korea in 2017. My Home Living Care Business Development Manager, Fred Cloos, joined the Korean Trade Mission.

    “Joining the Blacktown City Council Trade Mission to Korea in 2017 opened a lot of opportunities for our business that we never thought of exploring before.

    “We established some key relationships and pursued a business plan which is totally new to our business model.

    “I wish Council all the very best on the upcoming Trade Mission India 2019,” Mr Cloos said.

    Mayor Bali said Blacktown’s economy is $17.4 billion and Council is determined to support businesses to grow this economy.

    “Leading a business delegation to one of the fastest growing economies presents a platform for our businesses to grow beyond our City and the Australian economy,” he said.

    Council has called for expressions of interest from Western Sydney businesses to join the delegation.

    Expressions of interest can be accessed at https://www.blacktown.nsw.gov.au/Business/Trade-Mission-India and close on Friday, 3 May.

    For more information email: michael.thomas@blacktown.nsw.gov.au


  • 23-Apr-2019 13:57 | Tracy Dawson (Administrator)

    A new NSW Brain Clot Bank initiative led by Dr Sonu Bhaskar and Professor Murray Killingsworth has just received four-years funding from the NSW Ministry of Health.

    This grant will enable the establishment of an NSW collection for thrombectomy samples to be housed at the NSW State-wide Biobank Facility. The underlying cause of stroke in individual patients may soon be unravelled thanks to this new research initiative from the Ingham Institute for Applied Medical Research and Liverpool Hospital.

    This is a world-first initiative that will establish an important resource for fast-tracking stroke research. The group have committed to providing brain clot data on an “open source” collaborative basis that will be available for use by stroke research groups worldwide.

    A new procedure called endovascular thrombectomy (EVT) means that stroke-causing blood clots can now be safely removed from the brain of stroke patients for analysis by pathology. Analysis at the single cell and molecular level will be used to identify the source of the clot blockage, advise stroke survivors of their ongoing risk factors and allow precision targeted therapy to prevent disease recurrence. Previously, only low-resolution clinical imaging of the blockage site was available to clinicians for prognostic evaluation.

    “Thanks to the ‘game-changing” treatment for patients who have suffered an ischemic stroke – we now have a unique window of opportunity to examine the brain clots, retrieved after the surgical procedure, to study the underlying causes of stroke. This offers hope to find new ways to correctly diagnose and treat stroke”, said Dr Sonu Bhaskar, Chief Investigator of NSW Brain Clot Bank.

    Associate Professor Murray Killingsworth who Heads the Correlative Microscopy Facility at Ingham Institute for Applied Medical Research and is a co-Chief Investigator of the project adds, “I’m excited about this initiative which will allow us to study the composition of brain clots using cutting-edge advanced microscopy and pathology techniques.”

    Prof Les Bokey, Director of Research at Ingham Institute and South West Sydney Local Health District (SWSLHD), said, “Bringing together leading team of vascular neurologists, neuro-interventionists and pathologists from major tertiary care hospitals in NSW, this biospecimen bank led by Dr Bhaskar and Prof Killingsworth would allow improved diagnostic support systems in stroke. SWSLHD and Ingham Institute are proud to support the translational stroke research program designed to drive cutting-edge innovations in stroke.”

    The Chief Executive Officer of Ingham Institute, Darryl Harkness, said, “The grant from the Ministry of Health will provide a valuable opportunity to clinicians and/or researchers who can use this new knowledge to prevent stroke and identify causes. This may lead to further significant improvements in the way we treat acute stroke.”

    “I am very encouraged by the multi-site collaborative network across major NSW hospitals. This will put NSW on the international map as a leading player in this field of research.”, said A/Prof Greg Kaplan, Chief Operating Officer at Ingham Institute for Applied Medical Research.


  • 16-Apr-2019 14:56 | Tracy Dawson (Administrator)

    By William Buck Director of Tax Services Jack Qi and Manager Alex Zinzopoulos

    Overview

    Employee share schemes have been around for some time now but have become more prevalent of late in Australia, especially with the introduction of the “startup concessions” and other improvements from 1 July 2015. The tax implications of issuing ESS interests are complex and a detailed analysis of these tax issues is outside the scope of this article. Rather, this article aims to:

    - Provide examples of common employee share schemes;

    - Provide practical tips when dealing with these schemes; and

    - Discuss, at a high level, how the ESS provisions interact with some of the other tax provisions.

    Why use an employee share scheme

    As a starting point, an employee share scheme is an arrangement whereby an employee or a party related to the employee is provided shares or other equity interests in a company in respect of their employment. These arrangements can be an effective tool for the employer to:

    - Attract talent;

    - Retain and incentivise key staff;

    - Align the interests of employees and the business;

    - Provide flexible remuneration packages; and

    - Encourage increased productivity.

    A recent study by the Department of Innovation found that compared with their non-ESS counterparts, companies which implemented employee share schemes had lower employee churn, higher sales, higher value added, higher labour productivity and higher value-added growth.  Evidently, when set up correctly, an employee share scheme can be mutually beneficial to the employer and employee.

    Why is tax relevant?

    Division 83A is the starting point for identifying the tax implications of employee share schemes. The general principle of this division (subject to various adjustments) is that the employee is taxed (at their individual marginal tax rates) on any discount to market value received on ESS interests.

    Depending on which provisions of Division 83A apply (i.e. taxed upfront, tax deferred or the startup concessions), the “taxing point” of the ESS interests is one key consideration employers and employees should be aware of. Although unintended, issuing ESS interests could impose a cash flow burden on employees as the tax liability could arise on issue of the interests, leaving the employee unable to fund the liability due to the generally illiquid nature of unlisted company shares.

    This is but one example highlighting the importance of finding the right balance between the commercial and tax attributes of the scheme.

    Common scenarios

    Over the years, employee share schemes have taken many forms. The table below summarises some of the more common types of employee share schemes and similar remuneration packages we have seen in practice, along with the key tax issues to consider.

    As previously stated, it is important to find the right balance between the ideal commercial parameters and tax attributes of the scheme. Commercially, there can be a natural tension or trade-off between “what’s best” for all parties. Finding the “sweet spot” can be difficult. However, if the right balance is found, the employee share scheme can be beneficial to all parties – the employees, the business and ultimately the business owners.

    Plan Type  General attributes and tax issues
    Shares

    - Employees become shareholders, which can maximise alignment and encourage long-term commitment

    - Possible shareholder management issues

    - Generally more difficult than options to obtain tax deferral 


    Options

    - A right to acquire shares in the future

    - Generally better prospects of deferred taxation than shares

    - Employee perception of having no present dividend or voting rights


    Limited Recourse Loans

    - Employee acquires shares at market value, and is protected from the downside risk if the value of the shares falls below the loan balance (i.e. there cannot be any downside to employee)

    - Replicate the economic substance of an option (i.e. employees participate on future upside in capital value)

    - Provides actual share ownership

    - Possible shareholder management issues

    - Division 7A issues if loans are provided to existing shareholders

    - FBT issues if shares held by associates of employees, as “otherwise deductible rule” does not extend to associates 


    Flowering Shares

    - Shares initially have minimal rights but subsequently “flower” with more rights

    - Flexible

    - Potential for deferred taxation

    - Valuation should be obtained, which can be complex and costly

    - Navigating the anti-avoidance provisions can be complex (Direct Value Shifting, Part IVA, Section 45B) 


    Indeterminate Rights

    - A right to receive an unspecified number of shares or options; or a right to receive either shares/options or cash

    - If settled in equity, need to go back and amend tax return for year of issue once number of shares/options is known

    - If settled in cash, ordinary PAYG provisions apply 


    Phantom Shares

    - A right to receive a cash payment, calculated by reference to the value of the company shares at some future point in time (i.e. effectively a bonus scheme)

    - Simple to administer as no equity is issued

    - Marginal tax rates apply on entire amount (i.e. no CGT discount or other concessions available)

    - Superannuation obligations generally arise to employer on bonus payments

    - Potentially large contingent liability for accounting purposes


    Employee Share Trusts

    - A trust whose sole activity is to provide ESS interests to employees of a company

    - Generally more suited for listed companies as they can set aside a pool of unallocated shares and navigate strict trading windows

    - Company may be entitled to a tax deduction for contributions made to the trust

    - Need to navigate complex deductibility and CGT issues

    - Set up and ongoing administration are complex 



    Practical issues and other considerations

    Implementing an employee share scheme is generally a three-way conversation between the company board, the tax advisor and the lawyer:

    - Company communicates its ideal commercial parameters (e.g. vesting conditions, exercise/acquisition price, exercise window, disposal restrictions, good and bad leaver provisions, tag along and drag along rights, rights to voting, dividends and capital);

    - Tax advisor structures the scheme having regard to commercial and tax considerations, and reviews legal documents; and

    - Lawyer prepares the legal documents (usually the Plan Rules, Offer Letter and accession to Shareholders Agreement) and advises on any Corporations Act disclosures and reporting obligations.

    The above roles are not fixed or done in a particular order. Rather, this is a fluid conversation between all parties.

    Finally, there are various other issues that require consideration before implementing an employee share scheme. A detailed analysis of these issues is outside the scope of this article, but some of these are summarised below:

    - Choosing an appropriate valuation methodology (e.g. professional valuation, ATO tabular method, recent capital raise, Black-Scholes model, net tangible assets calculation);

    - Annual reporting requirements for the employer (i.e. ESS statements must be provided to employees by 14 July and to the ATO by 14 August);

    - Payroll tax reporting requirements (ESS interests are generally considered “taxable wages”);

    - Workers compensation reporting requirements (ESS interests may be considered “wages”);

    - Accounting for the scheme, especially if preparing General Purpose Financial Statements; and

    - Corporations Act reporting and disclosure obligations.

    Conclusion

    Employee share schemes require time and effort to plan and implement, and often tax attributes are a key determinant of the success or failure of the scheme. If set up correctly, an employee share scheme provides a compelling argument for a fast-growing company.

    To find out more contact Tax Services Director Jack Qi and Manager Alex Zinzopoulos


  • 16-Apr-2019 14:43 | Tracy Dawson (Administrator)

    The Department of Planning and Environment is currently in the process of reforming framework for Short-Term Rental Accommodation (STRA).

    The proposed changes were in response to the ever growing holiday rental market and the perceived inadequacy of regulations, which currently comprised of a voluntary code of conduct first adopted in 2012 and are mostly left in the hands of local governments. As a result, the planning regulations concerning STRA vary from councils to councils.

    With growth in the industry outpacing policy changes, owner’s corporations were forced to use strata laws to manage STRA impacts and locally derived planning controls. Due to the difficulty surrounding the permissibility of uses, concerns have been raised by local communities as a result of noise, parking and housing availability.

    The reforms provided in the Fair Trading Act 1987 (NSW) and Strata Schemes Management Act 2015 (NSW) introduced:

    1. a code of conduct for the short-term rental accommodation industry;

    2. a registration system of premises used for short-term rental accommodation; and

    3. reforms to strata management powers to allow for prohibition of certain lots to be used for short-term rental accommodation.

    Planning Law Considerations

    Proposed Changes

    A notable feature of the proposed change is making all STRAs where the host is present a type of Exempt development, removing the need for development consent.

    For STRAs located within the greater Sydney regions without the host present, the proposal is to allow the dwelling to be used as STRA for up to 180 days without the need for development consent. The proposal also seeks to categorise STRA located on bush fire prone land Complying Development.

    STRA is also proposed to be defined as follow:

    “commercial use of an existing dwelling, either wholly or partially, for the purposes of short –term accommodation, but does not include tourist and visitor accommodation”

    The newly defined STRA, defines land use will be permitted in all zones where dwellings are permissible and to be permissible in secondary dwellings. It is proposed that some form of residential accommodation, such as boarding houses, seniors housing and group homes, will be excluded from STRA use to ensure they continue to meet their intended purpose.

    Conclusion

    The exhibition period has closed now for the planned proposals with some communities having a mixed response to the proposals, with more recently the state government providing an exemption to the Byron Shire Council. The Planning Minister Anthony Roberts has promised he would grant a 90-day annual limit on short term letting of empty properties in the area, despite the cap being 180 days in parts of NSW. (See: Lisa Visentin (2019), ‘Byron Shire given 'special exemption' to Airbnb restrictions as Nationals fight to win Ballina’, SMH, 11 February www.smh.com.au/politics/nsw/byron-shire-given-special-exemption-to-airbnb-restrictions-as-nationals-fight-to-win-ballina-20190211-p50x2d.html)


  • 16-Apr-2019 14:09 | Tracy Dawson (Administrator)

    ‘Beyond compliance’ is a series of topics relating to conduct issues including bullying, discrimination and sexual harassment, and the ramifications of failing to address or inadequately addressing these.

    The session will include relevant case studies to give participants insight and understanding of the outcomes and consequences of these issues. This will range from legal liability for organisations, personal culpability for individuals, PR nightmares and cultural considerations.

    The experienced workplace law presenters will provide practical guidance to participants on what to do when an incident is uncovered or a complaint is received. This includes how to promptly and impartially manage an investigation process and effectively resolve complaints to minimise escalation to courts, tribunals and media outlets.

    The session will consider the benefits of values-based leadership and embracing diversity and inclusion to achieve transformational cultural change.

    Event details

    Sydney  Parramatta 
    Date: Wednesday 1 May 2019 Date: Wednesday 8 May 2019
    Time: 5.00pm - 6.30pm   Time: 7.30am - 9.00am 

    Venue:  Hall & Wilcox, Level 9, 60 Castlereagh Street, Sydney 

    Venue: Parkroyal Parramatta, 30 Phillip Street, Parramatta  


    This event is part of a national series. View other locations around Australia.  

    Click here to book your seat or contact: 

    Sarah Porter

    Events Advisor

    T: 02 8267 3815

    E: events@hallandwilcox.com.au



  • 16-Apr-2019 13:22 | Tracy Dawson (Administrator)

    By William Buck Director of Tax Services Jack Qi and Manager Alex Zinzopoulos

    ‘Go-global’ is one of the most oft-repeated mantras in the Australian tech sector – and for good reason. To realise the true potential of a startup or scaleup tech company, going global is practically expected by its stakeholders.

    When a company wishes to launch its go-global strategy, one of the most topical issues is the concept of a “flip-up”. Whilst this is a commonly-discussed concept, myths and misconceptions abound.

    What is a flip-up?

    Put simply, a flip-up involves interposing a company (“HoldCo”) between the original company and its shareholders. HoldCo would be incorporated in the foreign jurisdiction of choice, be it the U.S., U.K., Singapore, China, Hong Kong or some other jurisdiction. Usually, but not necessarily, HoldCo is a newly incorporated shell company.

    Legally speaking, the shareholders are exchanging their shares in the original company for shares in HoldCo, which will become the 100 per cent parent of the original company. The original shareholders still maintain an interest in the original company, although now the interest is an indirect one.

    After the flip-up, it can be said that the business’s head company is now located overseas.

    Pros of a flip-up

    Generally, a flip-up is an integral part of the go-global strategy of a startup/scaleup by potentially providing the following benefits:

    - Access to a broader pool of overseas investors, who may be more willing to invest in a company in their own jurisdiction as opposed to a foreign one;

    - By having its headquarters in the jurisdiction of choice, it can relocate some or all of its senior management there to more effectively drive overseas expansion; and

    - Access to overseas markets and employees (although the same can be achieved by merely establishing a subsidiary company in that country – see below).

    Cons of a flip-up

    However, a flip-up is not the answer for every company:

    - A flip-up is a ‘hard egg to unscramble’, meaning that once completed, it is generally difficult to unwind due to complex tax hurdles and the usual commercial and legal difficulties associated with changing the business headquarters yet again;

    - With a flip-up comes the complexity of having an international structure – as shown in figure one – with higher compliance obligations but also costs. This will result in needing to find and appoint lawyers, accountants, advisors and other good trusted people in the new jurisdiction to navigate the business through new commercial and cultural intricacies; and

    - If the company reaches profitability (before it is acquired, of course!) and wishes to pay a dividend, such dividends from the foreign HoldCo to its Australian shareholders will not have franking credits attached, which would ultimately increase the overall tax rate on profits from the business for Australian shareholders.


    Our advice to startups and scaleups we work with is that “commerciality and timing is key”. Flipping up too early increases the risk of making the wrong call as to whether the chosen overseas destination is in fact the right one, or whether the prospective overseas investor is actually serious about investing. Leaving it till too late could mean missed equity funding and market opportunities

    Ultimately, there must be strong commercial reasons for doing business overseas – tax is rarely a critical driver. Due to the complexity, a company should only do a flip-up once it’s sure that it has carefully considered all relevant issues and sought the appropriate advice.

    Alternatives to a flip-up

    If the stated purpose of a flip-up is to attract overseas investors, a question that should be asked is whether the investor can be persuaded to simply invest in the existing Australian company. Where the main driving force is to access overseas markets, the same benefits may be accessed via establishing an overseas subsidiary company, which involves significantly lower cost and complexity.

    Does a flip-up allow a tax-free exit for shareholders?

    This is one of the most common misconceptions – people often mistakenly believe that just because they own shares in a company based overseas, they no longer need to pay Australian tax in the event of a successful sale or exit. In reality, a flip-up is unlikely to change the general starting position for most Australian resident taxpayers that a disposal of their investment will likely attract Australian income tax consequences. As always, personalised tax advice should be sought prior to any material transaction.

    Other considerations

    By becoming a cross-border business you will now need to consider a range of additional financial and tax issues, including but not limited to:

    - Location of current and future IP, including how this affects the Australian R&D tax incentive;

    - Impact on existing employee share schemes – how to unwind and replace existing schemes tax-effectively whilst maintaining alignment between company and employee interests;

    - Impact on convertible notes and other debt financing;

    - Double tax agreements;

    - Foreign taxes and potentially complex disclosure requirements in foreign jurisdictions (e.g. U.S.);

    - Profit repatriation strategies;

    - Transfer pricing/intragroup transactions;

    - Tax residency of companies in the group and their executives;

    - Thin capitalisation rules;

    - Accounting implications – how to correctly reflect the flip-up in the financial statements of the new holding company; and

    - Protection of Australians who become Directors of the foreign company.

    Getting it done – the process of doing a flip-up

    Once the relevant considerations have been undertaken and a startup or scaleup is leaning towards pressing the “Go” button, it is time to seek the appropriate advice.

    In a flip-up, the shareholders of the original company are exchanging their shares for shares in HoldCo, which will become the 100% parent of the original company. A flip-up is a project whose commercial, legal and importantly, tax issues must be managed effectively. Generally speaking for an Australian company, the Capital Gains Tax implications for its Australian shareholders will need to be mitigated by accessing the appropriate tax rollover, which, if available, could defer the CGT consequences arising as a result of them disposing of their interest in the original company. Such tax rollovers have specific eligibility requirements, thereby necessitating an experienced tax advisor to drive many of the restructure steps. In addition, an experienced legal team needs to be appointed in both Australia and overseas.

    If you have any questions on how to go-global with a flip-up, or if you are wondering if a flip-up is right for your company, contact one of our experienced advisors.

    To find out more contact: Tax Services Director Jack Qi and Manager Alex Zinzopoulos


  • 16-Apr-2019 10:12 | Tracy Dawson (Administrator)

    In almost every scenario in business and in life getting it 95% right is brilliant.

    There are two situations, however, where 95% isn’t good enough.

    One of them makes sense. It’s those critical life moments where people in emergency services have to get it completely right because what they do genuinely determines a life or death outcome.

    The second situation doesn’t make sense. It is harsh and unfair …… but it happens.

    Leaders and managers are not judged on the 95% of the time when they get it right, they are judged on the 5% when, under pressure, they are LESS than their best.

    5% Moments are the Ones People Remember

    As leaders and managers we know we are not perfect.

    We know there are times when we say things that we later regret. We often wish we could ‘rewind the clock’ and say it better the second time around.

    However, we often excuse our behaviour, we justify it by telling ourselves ‘that person is just so frustrating’, ‘they were way out of line’, ‘that client is impossible’, ‘I just can’t help it, she winds me up, it‘s the way I am’, ‘I’m usually okay with this but the pressure is just ridiculous.’

    We tend to judge ourselves based on our intention. We say, or at least think, ‘Look, I meant the right thing. I know it didn’t come out in the best way, but my heart was in the right place.’

    Unfortunately, the person you spoke to and the others who heard you don’t judge you on your intention. They judge you on the impact you had, which will be strong and negative.

    We judge our leadership based on the 95% of time we perform well. Others judge your leadership on the 5% moments, on how you reacted or responded in the difficult, high pressure, high stake occasions.

    When you fail to get it right in these situations your team, your colleagues and your customers are likely to say something like ‘Truthfully I don’t rate her that highly as a leader. I mean she’s great when everything is going well, but when the pressure really goes, well she sometimes loses it.’

    5% Moments Impact Your Entire Team, and its Performance

    David Maxfield and Justin Hale (HBR, December 2018) researched the impact a leader’s style had on their team, specifically the leader’s style when under pressure.

    More than 1300 people took part in the research, and the findings were:

    • 45% of leaders are ‘upset and emotional’ rather than ‘calm and in control’ when under pressure
    • 53% of leaders become more closeminded and controlling under pressure
    • 37% avoid or sidestep the issue rather than speaking unambiguously

    One in three leaders were seen by their direct reports as someone who can’t engage in a conversation when the stakes get high. And when leaders fail to have effective conversations under stress, their team members are more likely to shut down and stop participating. They are less likely to go above and beyond in their responsibilities and more likely to feel frustrated and angry. They are more likely to complain and even to leave.

    How to Handle 5% Moments

    There will be times when you are under pressure, there will be times when you feel stressed or frustrated – that’s completely normal.

    What you need to focus on is how you behave when these situations arise. How you stay in control of your emotions and gain an outcome, not just have an outburst and then make excuses.

    Know yourself well enough to know when your emotions are taking over. Take a pause and ask yourself two critical questions ‘What’s the outcome I want in this situation?’ and ‘What’s the best way to get this outcome with this person?’. When you have answered these two questions, you are then ready to engage in the conversation.

    Be mindful that you need to consider not only your words but the way you say them, this means being aware of your tone and your body language.

    Knowing that you are judged on these few moments (unfair as this is!) I hope will challenge and inspire you to be your best self in the difficult moments. Conceptually this is easy, in practice it can be challenging, but the consequences of getting it right are undoubtedly worth it – you will shine as a leader.

    Equally the consequences of ignoring the significance of your behaviour in 5% moments are severe – your reputation with your team and the way they perform will both suffer.

    Plan your specific strategy to manage your emotions and therefore react appropriately in the 5% moments. Then put this plan into practice!

    You can fast-track being in control by joining our international GREENLINE program. In this one-day practical program, you will learn about the neuroscience that helps you to understand and manage emotions, allowing you to have the conversations needed to get people and difficult situations back on track.

    For WSBC members there is the special option to participate in the fully funded, nationally accredited GREENLINE program.

    Check out the program on our website or call Ramsina McCully on 1300 085 248.


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