Master Services Agreements: What is the purpose of a Statement of Work?
When a business engages a SaaS provider, software development team or IT consultant, two documents usually appear early in the process: the Master Services Agreement (MSA) and either a Statement of Work (SOW) or an Order Form. These documents often arrive together, which leads many people to assume they serve the same function. In reality, they operate on completely different layers of the relationship. Understanding the distinction matters, because confusing them is one of the most common causes of project overruns, scope disputes and unexpected legal risk. In this third […]
Master Services Agreements: Your Essential Guide
Overview Master Services Agreements (MSA) are fundamental in shaping how two businesses work together over the course of an ongoing commercial relationship. Despite this, many organisations only come across MSAs when they begin formalising repeat engagements or moving from ad-hoc work to a longer-term partnership. This guide explains what an MSA is, why it matters, and how it fits into the broader contract structure. Whether you’re a service provider looking to strengthen your contracting framework or a customer wanting clarity over rights and responsibilities, understanding how MSAs work will give […]
Company Constitution vs Shareholders’ Agreement: What’s the Difference? (and How the Replaceable Rules Fit In)
When setting up or running a private company in Australia, you’ll encounter three key governance frameworks the company constitution, the shareholders’ agreement, and the replaceable rules under the Corporations Act 2001 (Cth). Each serves a different function, applies in different ways, and can have very different legal consequences. Understanding how they interact is essential to avoid shareholder disputes and maintain a compliant governance structure. The Company Constitution – The Internal Rulebook A company constitution is a legally binding document that defines how the company is internally managed. It has the […]
CPS 230 Compliance for Service Providers: Selling to Banks and APRA-Regulated Entities
Prudential Standard CPS 230 came into effect on 1 July 2025, reshaping how banks, insurers and superannuation funds manage operational risk and third-party arrangements. While the standard applies directly to APRA-regulated entities, its impact is being felt across the broader financial ecosystem. Regardless of whether you are a cloud, data-processing, IT vendor, payments provider or other professional services firm, if you provide material services to an APRA-regulated entity, CPS 230 will affect you. Read on to see how you may need to adjust the way you present your services, respond […]
Share Buy-Backs for Private Companies: A Practical Guide for Australian Business Owners
Thinking about running a share buy-back in Australia? Whether you’re buying out a departing founder, simplifying your cap table, or returning capital to investors, a well-run buy-back can be a smart strategic move – provided you follow the legal steps carefully. Our corporate lawyers help Australian private and unlisted companies plan, structure and complete compliant share buy-backs from start to finish. Here’s what you need to know about the process, required documents, approvals, and timing. What is a Share Buy-Back? A share buy-back is when a company buys its own […]
Climate Reporting Has Arrived – Here’s What It Means for SMEs
Australia’s climate reporting framework is undergoing a significant transformation, with mandatory disclosure requirements for large entities in effect as of 1 January 2025. Reporting obligations for second phase reporting entities will come into scope from 1 July 2026, followed by smaller reporting entities from 1 July 2027.[1] While climate reporting laws[2] don’t directly apply to small and medium enterprises[3] (SME), the ripple effects are likely to be significant – and for some, game-changing. No Direct Obligation – But That’s Not the Whole Story SMEs are not directly subject to the […]
The Dangers of Out-Of-Date ESOPs
Employee equity can be a powerful part of your remuneration strategy. But once a plan is in place, it’s easy for compliance to slip as the business grows and circumstances change. Many businesses tend to set and forget their plan rules and do not review them regularly. An out of date employee share option plan (ESOP) could become a laden tax trap for your employees. It could also cause a reporting nightmare for the business as you fail to continue to monitor the tax treatment of options/shares issued under plan, […]
How Listed Entities are Falling Foul of the New ESS Regime
ASX entities who rely on Listing Rule exemptions to issue securities under their employee incentive schemes, and who also rely on the streamlined disclosure requirements in Division 1A of Part 7.12 of the Corporations Act may be inadvertently in breach of the provisions of the new employee share scheme regime (ESS Regime). Falling foul of the ESS Regime may result in a listed entity committing various breaches of, or offences under, the Corporations Act, and can lead to personal liability for certain persons, including directors. One of the requirements of […]
Embrace Change: Why You Need to Update Your Australian Employee Share Option Plan
If you haven’t updated your employee share plan yet, now is the time to act. On 1st October 2022, significant amendments to the Corporations Act came into effect, altering the regulations governing employee share schemes (ESS) in Australia. These changes were designed to make it easier for startups and other businesses to attract and retain top talent by reducing the red tape and streamlining the regulatory requirements relating to the disclosure, licensing, advertising, anti-hawking, and on-sale requirements of shares, options and incentive rights offered under employee share plans. In this […]
Shareholders Agreements: Seven Key Points Startups and Scaleups Should Consider
A Shareholders Agreement is crucial for most startups and scaleups, as well as many other companies. Here are seven key things startups and scaleups should consider when are thinking of putting a Shareholders Agreement in place: What stage is your company at? If your company has only one shareholder then you may be jumping the gun by putting a Shareholders Agreement in place. However, if you are about to apply for a grant or you are looking for (or have) potential seed or series A investors, a Shareholders Agreement may […]