SERVICES PROVIDED

Troy Peisley has provided advice to clients on the following areas of accounting and law:

Accounting Systems Accounts Preparation Business Conveyance Business Valuations Consumer Protection Law Contracts Corporations Law Debt Recovery Employment Finance Franchising Import / Export Information Technology

Insolvency Insurance Intellectual Property Joint Ventures Litigation Management Accounting Marketing & Advertising Property - Personal & Real Superannuation Tax Torts Law Trade Practices Trusts Wills & Probate

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Accounting Systems

Implement and review:

• Chart of Accounts and record keeping systems
• Computer Accounting Systems - POS, Inventory, Creditors, Debtors, Payroll & General Ledger
• Primary Journals - Cash Receipts & Payments, Sales, Purchasers & General
• Subsidiary Ledgers - Debtors, Creditors, Job Cost & Asset
• Internal Controls

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Accounts Preparation

• Annual Financial Statements:
  • Statement of Financial Performance (Profit & Loss)
  • Statement of Financial Position (Balance Sheet)
  • Statement of Cashflow
• Statutory Compliance - ATO, ASIC, ASX, ABS, APRA, ACCC
• AASB's & AAS's e.g Consolidations, Tax Effect Accounting & Asset Revaluation
• Franking Account & Dividend Planning
• Asset Register & Depreciation Schedule
• Employee Entitlements - LSL, AL, Superannuation
• Trading Stock - Stock-take Procedures, Rebates, Settlement Discounts, Valuation, Write Off

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Business Conveyance

Acting for Vendor:

• Prepare Business for Sale
• Value Business
• Draft Sale of Business Agreement or Sale of Share Agreement
• Warranties
• Restraint of Trade
• Assignment of Lease
• Vendor Finance Agreement
• Discharging of Liabilities
• Negotiaton on behalf of Vendor
• Capital Gains Tax Advice
• Reduce exposure to litigation

Acting for Purchaser:

• Choice of structure: Company, Joint Venture, Partnership, Trusts, Franchise or Association. Considerations - Administration, Compliance, Tax Planning, Control, Asset Protection, Cost, Simplicity & Succession Planning
• Sale of Business or Share Agreement
• Verify business value
• Perform Due Diligence
• Commercial or retail Leases or property conveyance
• Business planning:
  • Strategic Audit & Plan - SWOT Analysis & Objectives
  • Marketing Plan - Research, Sales Targets & Policies
  • Manufacturers Production Plan - Research, Production Targets & Policies
  • Personnel Plan - Research & Policies
  • Financial Plan - Budget & Cashflow

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Business Valuations

• Business or Company Share Valuations
• Net Asset Backing Method
• Capitalisation of Future Maintainable Profits Method
• Net Present Value Method
• Discounted Cashflow Method

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Consumer Protection Law

• Australian Competition and Consumer Commission (ACCC) or Department of Fair Trading in relevant state or territory
• Sale of Goods Act Legislation:
  • Implied Conditions & Warranties - goods correspond with description, merchantable quality & fit for purpose of use
• Trade Practices Act & Fair Trading Act Legislation:
  • Conduct that is misleading or deceptive or likely to mislead or deceive
  • False Representations - standard, quality, value, grade, composition, style, model or history, sponsorship, affiliation, place of origin
  • Identify illegal schemes e.g Bait Advertising, Referral Selling, Pyramid Selling
  • Unsolicited Goods & Services - Door to Door selling
  • Unconscionable Conduct - relative strength, unreasonable conditions
  • Product Safety & Product Information
  • Liability of Manufacturer & Importer for Defective Goods
  • Consumer Protection Legislation - Credit Act
  • Remedies
• Consumer Credit Code
  • Consumer Credit Contracts
  • Relief from harsh & unconscionable contracts
  • Notification requirements
  • Repossession by credit provider

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Contracts

Address the following types of legal issues that arise from time to time in relation to contracts:

• Whether contract formed
  • Offer or Invitation to Treat or Puff
  • Acceptance & Counter-Offers
  • Consideration & Intention
  • Verbal or Written
  • Capacity to Contract
• Privity of Contract
• Terms of Contract
  • Parol Evidence Rule
  • Express Terms - terms & mere representations or collateral contracts
  • Implied Terms - implied by fact, law or custom
  • Classification of Terms - conditions (precedent or subsequent), warranties or intermediate
  • Exclusion of Liability Clauses & Restraint of Trade Clauses
• Factors which invalidate contracts - misrepresentation, mistake, unconscionability, duress, undue influence, uncertainty or Contracts Review Act
• Illegal & Void Contracts - by statute or on public policy grounds
• Discharge of Contract - by performance, agreement, frustration, breach or operation of law
• Remedies - compensatory damages, injunction, specific performance, restitution or quantum meruit

Negotiated, drafted & advised on the following types of agreements:

• Partnership Agreements
• Joint Venture Agreements
• Company Constitutions
• Franchise Agreements (Master Franchise)
• Loan Agreements
• Mortgages
• Deeds of Guarantee & Indemnity
• Deeds of Fixed & Floating Charge
• Options to purchase shares
• Declaration of Trusts
• Assignment of Equitable Charges
• Retail & Commercial Leases & Licences
• Terms of Trade Agreements
• Service Agreements
• Agency Agreements
• Exclusive Distributorship Agreements
• Marketing Agreements
• Employment Agreements
• Independent Contractor Agreements
• Deeds of Confidentiality
• Agreements to Mediate
• Sale of Business Agreements

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Corporations Law

• Company Formations
• Company Constitutions
• Reporting Obligations - Small v Large
• Directors & Secretaries Duties & Disclosure Requirements
• Corporate Governance & Due Diligence Reports
• Dividend Planning & Compliance
• Rules & Procedures - Meetings & Resolutions
• Record Keeping
• Mergers & Acquisitions
• Altering Share Capital - Share buy backs
• Types of Shares - ordinary, preference, employee share scheme
• Preparing a company for Public Offer
• Prospectus Requirements
• Oppression against Minority Shareholders
• Lifting Corporate Veil, Quasi-Partnership
• Derivative Actions
• CLERP

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Debt Recovery

• Action to recover & defend against recovery
• Statutory Demand - Serving & Setting Aside
• Winding Up Company - Appointment of Liquidator
• Creditors Petition
• Enforcement of Judgement - Writ of Execution, Garnishee Orders

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Employment

• Federal or State Awards
• Employee v Independent Contractor
• Enterprise Agreements
• Employment Agreement
• Independent Contractor Agreement
• Employee Confidentiality Agreement
• Employee Rights & Obligations
• Promotion, Demotion
• Termination - Summary Dismissal v Unfair Dismissal, Redundancies
• Employment Manual
• Employee Job Descriptions & Employee WIP Summaries
• Employee Entitlements - LSL, AL, Superannuation
• Salary Packaging Advice
• Workers Compensation
• Occupational Health & Safety
• Discrimination & Equal Opportunity
• Recruitment & Interviewing of Staff

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Finance

• Equity Finance: Shareholders, Venture Capital, Business Angels, ASX, Enterprise Market
• Debt Finance: Debentures, Creditors, Overdraft, Factoring, Leasing - Financial v Operating Lease, Bills, Loans, Liens & Bridging Finance
• Buying v Leasing
• Mortgages & Guarantees
• Secured v Unsecured Creditor
• Registering Fixed & Floating Charge
• Code of Banking Practice
• Loan Applications & Refinancing
• Forward Exchange Contracts
• Government Assistance
• Consumer Credit Law

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Franchising

Acting for Franchisor:

• Drafting relevant franchise agreements and disclosure documents, confidentiality agreements and other relevant franchise documentation
• Advice regarding structure
• Setting-up companies
• Preparing Operations Manual and other documentation
• Preparing step-by-step guides for signing up Franchisees
• Franchise Sign-up
• Annual Disclosure Statements to Franchisees
• Dealing with ongoing accounting and legal issues
• Assessing prospective Franchisees
• Independently monitoring Franchisees
• Compliance obligations
  • Franchising Code of Conduct
  • Trade Practices Act
  • Corporations Law
  • Privacy Act
  • GST

Acting for Franchisee:

• Review/advice in relation to franchise documentation (i.e Statement of Independent Advice)
• Negotiation of franchise agreements
• Continual Compliance
• Review Annual Disclosure Statements from Franchisor
• Dispute Resolution
• Tax, Stamp Duty and GST advice
  
• Issues that are considered for franchisees:
  • whether the franchise is for an exclusive or non-exclusive territory or limited to a particular site
  • whether the franchisor or its associates may establish other franchises or operate a business in the franchise territory that are substantially the same as the franchise
  • whether the franchisee may operate a business that is substantially the same as the franchise outside the franchise territory
  • whether the franchisor may change the territory
  • details of the franchisor, including the business experience of the people running the franchise
  • details of any criminal, trade practices and other litigation
  • payments made to agents who recruit the franchisee
  • details of existing franchises and those terminated—not renewed, transferred or bought back—by the franchisor, in the last three years
  • details of any trade mark, patent, design or copyright significant to the franchise system
  • details of goods and services the franchisee may acquire or provide, including restrictions and obligations on where the franchisee can buy
  • the franchisor's policy on site selection and details on the history of the site
  • details on marketing and cooperative funds
  • details of money the franchisee is required to pay before they sign the franchise and when they are entitled to a refund
  • details of establishment costs and other payments
  • details of the financing arrangements
  • summary of conditions of the agreement that deal with both the franchisee's obligations and those of the franchisor
  • summary of conditions of the agreement including the term of the agreement, variations, renewal and extension, termination, goodwill (if any), transfer, mediation, franchisor's right to inspect records and any restriction on your operations during and after the agreement
  • obligation to sign related agreements including leases, hire purchase, security, confidentiality, restrictions on business
  • information about the earnings of the franchisor
  • a statement about the franchisor's liquidity situation
  • provision for acknowledging the franchisee's receipt of the disclosure document

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Import / Export

Prepared and advised on:

• Bills of Exchange
• Bills of Lading
• Freight Forwarder Agreements
• Carriage of Goods Agreements
• Air/Sea Waybill
• Letters of Credit
• Credit Insurance
• Export Grants & Loans - Ausindustry, EMDG's,
• Export Finance & Insurance Corporation
• Confirming Houses
• Import Customs Duties
• Controls - Labelling, Trademarks, Copyright
• Assistance - Tariff Quotas, Dumping, Bounties, Duty Drawback, Import Credit Scheme, Texco
• Compliance obligations in relaton to:
  • Australian Quarantine & Inspection Service
  • Austrade - Trade Intelligence
  • Department of Foreign Affairs
• Internatonal Business Law Issues:
  • WTO
  • Regional Trade Organisations - EU / APEC / ASEAN / NAFTA / ANZCER
  • International Sale of Goods - GATT
  • Services - GATS
  • Contracts under Vienna Sales Convention
  • Contracts for carriage of goods by sea, air & land
  • Intellectual Property - TRIPS
  • International Licensing
  • Insurance
  • Payment of Goods & Services
  • International Banking & Finance
  • Foreign Investment Law
  • International Commercial Disputes Resolutions - Arbitration & Conciliation

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Information Technology

• Internet Domain Name Registration and Hosting
• Review Website compliance with TPA
• Service Level Agreements
• E-Commerce
• Software Accounting Systems - POS, Inventory, Creditors, Debtors, Payroll & General Ledger

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Insolvency

• Insolvent Trading
• Scheme of Arrangement v Receivership v Administration v Winding Up
• Administrators & Liquidators Duties & Obligations
• Provisional Liquidators
• Statement of Affairs
• Examinations
• Deed of Administration
• Antecedent Transactions - Preferential Payments
• Discharging Debts & Liabilities - Proofs & Set-Off
• Rights & Priorities of Creditors - Secured Creditors
• Liquidators' Distribution - Dividends & CGT
• Bankruptcy
• Early discharge or Annulment

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Insurance

Prepared and advised on:

• Insurance Contracts and Codes of Practice
• Business Interruption Insurance Claims & Reports
• Insurance Policies:
  • Business Interruption
  • Product Liability
  • Professional Indemnity
  • Directors Liability
  • Workers' Compensation
  • Fire & Burglary
  • Goods in Transit
  • Credit
  • Plate Glass
  • Public Liability
  • Disability
  • Keyperson/Life
  • Fidelity
• Economic Loss Reports
• Risk Management
• Assessment of Sum Insured
• Negotiate claims & premiums with Loss Adjusters & Insurer
• Subrogation

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Intellectual Property

Prepared and advised on:

• Confidentiality & Trade Secret
• Copyright
• Trademark registration - whether substantially identical or deceptively similar
• Infringement - Copyright, Trademark, Design or Patent
• Defences - Concurrent User
• Inter-relationship with Business Names, Company Names & Domain Names
• Business Reputation - Tort of Passing Off
• Protecting & Assigning or Licensing & Royalties
• Entertainment
• Media & Film

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Joint Ventures

• Joint Venture v Partnership
• Joint Venture Agreements
• Management Agreements
• Investigating breaches of Agreements
• Establishment, Development & Monitory of Joint Venture

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Litigation

• Represent in negotiating, mediating or litigating disputes
• Identify & pursue commercially practical legal remedies
• Commercial Litigation in the relevant, Federal or State - Court or Tribunal
• Conditional on: the facts in dispute, the area of law, and the complexity of the matter in dispute, I will either, myself or in conjunction with an eminent barrister, as required -
  • Prepare originating process - Writ, Statement of Claim or Summons
  • Draft Pleadings
  • Pre-trial interlocutory procedures - discovery, interrogatories, notices to admit, affidavits & subpoenas
  • Attend Directions Hearings, Pre-trial Settlement Conferences & Mediation
  • Make submissions to a Registrar, Magistrate or Judge, at the trial or where required instruct a Barrister/s accordingly
• Examples of matters Troy Peisley has litigated:
  • Company Directors Breach of Duties
  • Tort of Conspiracy
  • Company Shareholders dispute - Quasi Partnership
  • Breach of Agreement
  • Breach of Shareholders Loan Agreement
  • Breach of Restraint of Trade Clause in Sale of Business Agreement (Arbitrator)
  • Debt Recovery
  • Winding Up Debtor Company
  • Setting Aside a Statutory Demand
  • Voiding an Antecedent Transaction
  • Breach Implied Duty of Due Care & Skill
  • Directors failure to Remit Group Tax
  • Traffic Infringement Offence
  • Personal Injury & Property Damage

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Management Accounting

• Management Accounts
• Manufacturing Costs - Product Costing, Job Costing, Absorption v Variable Costing
• Quantitative & Qualitative Performance Indicators
• Breakeven Analysis
• Gross Margin v Mark Up
• Cashflow Projections
• Budgeting - cash budget, open to buy budget
• Benchmarking

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Marketing & Advertising

• Marketing Plan
• Budget review and analysis
• Brainstorming
• Qualitative & Quantitative Marketing Research
• Advertising
• Public & Media Relations

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Property - Personal & Real

• Title to property - legal or equitable interest
• Personal property
  • Bailment - Bailees' duty to take care, not to use & to return
  • Sale of Goods - implied & statutory terms
• Real Property
  • Chattels v Fixtures
  • Co-Ownership - Joint Tenancy or Tenancy in Common
  • Conveyance - Vendor & Purchaser - Strata Title or Torrens Title
  • Easements - express & implied
  • Covenants - benefit v burden
  • Land Titles Office - caveats, registered interests, priorities & indefeasibility
• Mortgages - Equity of Redemption, Powers & Duties of Mortgagee
• Strata-Title - Owners Corporation (Body Corporate)
• Property Development
• Property Investment - Syndication, Tax
• Construction Contracts & Home Building Act
• Local Government
  • Zoning - Environmental Planning Instruments
  • Environmental Impact Assessments
  • Sub-division & Building Approval - Development Approvals & Construction Certificates
  • Heritage Protection
  • Pollution - Environmental Protection Licences & Offences

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Superannuation

• Excluded v Non-Excluded Funds
• Complying v Non-Complying Funds
• Approved Deposit Funds
• Pooled Superannuation Trusts
• Retirement Savings Accounts
• Self Managed Superannuation Funds
• Trust Deeds
• Compliance issues with APRA & SIS
• Superannuation Complaints Tribunal
• Trustee Rules
• Compulsory Employer Superannuation Support
• Superannuation Guarantee Charge
• Superannuation Contributions Surcharge
• Reasonable Benefits Limits

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Tax

• Advice & Planning
• Structures:
  • Sole Trader
  • Company
  • Partnership
  • Trusts (Discretionary, Unit, Family)
• Compliance - Federal
  • IT - Residency, Source, Assessable Income & Deductions, Hobby or Business, R&D, Debit Loan Accounts, Commercial Debt Forgiveness, Trading Stock, Deemed Dividends (unfrankable), Dividend Streaming, Carry Forward Losses, Bad Debts, PAYE, Depreciation, Diverting Personal Income, Pre-paid Expenses, Redundancy Payment & ETP's, Primary Producer, Substantiation & Record Keeping
  • CGT - Freshening Up Provisions, Negative Gearing, Rollover Relief - small business active assets or retirement, Goodwill Exemption, Principle Place of Residence Exemption, Restrictive Covenants, Capital Loss, Individual & Trust Concessions
  • FBT - Reportable Fringe Benefits, Categories
  • GST - Enterprise, Entity, Taxable Supply, Input Taxed Supplies, Input Tax Credits, Cash or Accrual Accounting, Reporting Period, Cashflow, Tax Invoice, Business Activity Statement, WIP, Transitional Arrangements
  • International - Non Residents, Double Tax Agreements, Tax Havens, Foreign Tax Credit System, Transfer Pricing, Withholding Tax, Thin Capitalisation
  • PAYG, Tax Administration Act, Penalty Taxes & Anti Avoidance
• Compliance - State
  • Land Tax
  • Payroll Tax
  • Stamp Duty

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Torts Law

Address from time to time the legal issues that arise in relation to following wrongs:

• Intentional Torts
  • Trespass to Person or Land
  • Interference with Goods - trespass, conversion, detinue
  • Defences - consent, contributory negligence, necessity, illegality
• Negligence
  • The Duty of Care - products & structures, occupiers of premises, nervous shock, supervision & control, public authorities, pure economic loss
  • Breach of Duty
  • Causation & Remoteness of Damage
  • Defences - contributory negligence, voluntary assumption of risk, illegality
• Nuisance - Private & Public
• Defamation
• Tort of Conspiracy
• Passing Off
• Vicarious Liability & Strict Liability
• Statutory Limitations of Actions

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Trade Practices

• Australian Competition and Consumer Commission
• Restrictive Trade Practices
  • Anti-competitive Agreements - substantially lessening competition
  • Misuse of Market Power - predatory pricing, refusal to deal, oppresive conduct
  • Exclusive Dealings- solus agreement, tying, restraints, third line forcing
  • Resale Price Maintenance
  • Price Discrimination
  • Mergers & Acquisitions
• Unconscionable Conduct
• Conduct that is Misleading or Deceptive or likely to Mislead or Deceive
• Liability of Manufacturer & Importer for Defective Goods
• Services - Implied Duty of Due Care & Skill
• Enforcement & Remedies

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Trusts

• Formation
• Trust Deeds
• Trustee Duties & Beneficiaries Rights
• Discretionary Service Trust
• Unit Trust

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Wills & Probate

• Will Drafting
• Challenging Wills - Judicial Dispensing & Rectification Powers
• Family Provision Act
• Grant of Probate or Letters of Administration
• Rights, Duties & Obligations of Legal Personal Representative
• Estate Planning
• Testamentary Trusts
• CGT - Deceased Estates
• Enduring Powers of Attorney and Enduring Guardianship

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