39 Offices in 19 Countries

Doing Business in Australia – Legal Perspectives

AACC Energy Conference 2014

Lisa ButlerSenior Associate (Admitted in Western Australia)

Squire Sanders

39 Offices in 19 Countries

Disclaimer

• The contents of this presentation are general in nature and should not be construed as legal advice related to individual situations or as legal opinions concerning such situations.

• Counsel should be consulted for planning and advice.

• The application of laws and statutes may vary depending on particular circumstances.

• Squire Sanders does not assume liability for any damage that may be caused to anyone as a result of any action or omission on the basis of the information contained herein.

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Levels of regulation

• Foreign investment• Company regulation• Trademarks/Patents

• Environment• Taxes/Fees

• Mining licences

• Development• Planning/zoning

• Industrial relations

• Oil & Gas licences

• Heritage

Common Law

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Business structures

• Branch office vs. subsidiary company

• Types of companies in Australia Similar but different!

• Use of joint ventures Incorporated vs. unincorporated

• Other entities Partnerships; trust; sole trader; franchises; associations

• Reporting and Compliance

• ASX Listing Rules

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Foreign Investment Approval

• Foreign Investment Review Board (‘FIRB’)

• Policy based…

• Can apply to offshore companies with Australian subsidiaries or assets

• Thresholds differ depending on nationality of investor and nature of investment US investors State owned companies Sensitive sectors Agriculture – proposed new thresholds

• No threshold for ‘Australian Urban Land’. Beware! ‘Australian Urban Land’ is broader than it sounds.

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Oil and Gas legal framework

• Crown ownership of minerals Statutory licences Commonwealth and State regimes Impact on due diligence

• Environment Commonwealth and State regimes Water

• Land Access Private Land; Nature Reserves; etc.

• Native Title and Aboriginal Heritage

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Native Title

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Other important considerations

Taxation

• Federal --- Income; CGT; PRRT; Excise; Customs• State --- Land; Payroll• Transaction --- GST; Stamp duty; Registration Fees;

Project/permit fees

Your Workforce

• Visas• Minimum terms and conditions for employees• Superannuation• Unfair dismissal• Occupational health and safety

Competition and

Consumer law

• M&A which substantially lessens competition• Misleading & Deceptive Conduct• Anti-competitive behaviour; Misuse of Market Power; Price

maintenance• Product Liability• Infrastructure Access

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Dealing with Government

The importance of knowing: the right person to speak to their processes and timeframes their policy (and their view of what the law says)

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Recent Developments

Change in Federal Government

(Sept 2013)

• Carbon Tax• MRRT

• FIRB – Agriculture• Streamlining

environmental approvals

New Privacy Principles

Planned Competition

Review

Changes to Fair Work legislation

O&G

Regulation

• Moratorium in Victoria

• Review in WA

• Proposed planning regime in Qld

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Questions?

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Worldwide Locations

• Cincinnati• Cleveland• Columbus• Houston• Los Angeles• Miami• New York

• Northern Virginia• Palo Alto• Phoenix• San Francisco• Tampa• Washington DC• West Palm Beach

• Bogotá+• Buenos Aires+• Caracas+• La Paz+• Lima+• Panamá+• Santiago+• Santo Domingo

• Beirut+• Berlin• Birmingham• Bratislava• Brussels• Bucharest+• Budapest• Frankfurt• Kyiv

• Leeds• London• Madrid• Manchester• Moscow• Paris• Prague• Riyadh• Warsaw

• Beijing• Hong Kong• Jakarta+• Perth• Seoul• Shanghai• Singapore• Sydney• Tokyo

North America Latin America Europe & Middle East Asia Pacific

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