Explain That by Velocity Legal

Velocity Legal
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Explain That is a podcast by Velocity Legal which unravels complex legal concepts and makes them easy to understand. Our host Andrew Henshaw (Managing Director of Velocity Legal) talks to a range of specialists who share their expertise and provide practical guidance.

  1. Aug 11

    Heads of Agreement: Binding Terms, Due Diligence and Deal Risk

    What is a heads of agreement, and is it legally binding? Heads of agreement are commonly used at the beginning of a business sale, acquisition or other commercial transaction to record the key terms before a formal contract is prepared. Although they are often treated as preliminary or non-binding documents, poor drafting can create legal obligations, restrict negotiations and affect a party’s position before due diligence is complete. In this episode of Explain That by Velocity Legal, Lauren Gross, Senior Associate in Velocity Legal’s Commercial team, discusses how heads of agreement work, when they should be used, and the legal and commercial risks businesses should consider before signing one. The discussion covers: what a heads of agreement is;the difference between heads of agreement, term sheets, memoranda of understanding and non-binding indicative offers;when a heads of agreement may be legally binding;which provisions are commonly binding, including confidentiality and exclusivity;the role of due diligence before and after a heads of agreement is signed;the risks of agreeing to a purchase price before due diligence is complete;how exclusivity periods operate in business sale negotiations;termination provisions and what happens if negotiations break down;who should prepare the formal sale agreement;how heads of agreement can help manage transaction timelines and deal fatigue; andthe Victorian Court of Appeal decision in Delaney v Delaney and what it demonstrates about binding preliminary agreements.The episode also considers when a heads of agreement may not be necessary and when proceeding directly to a formal contract may be more efficient. A practical discussion for business owners, accountants, advisers, buyers and sellers involved in business sales, acquisitions, share sales or other commercial transactions. For advice on heads of agreement, business sales, acquisitions or commercial contracts, contact Velocity Legal’s Commercial team.

  2. Jul 16

    ATO Fraud or Evasion: How Far Back Can the ATO Amend Your Tax Returns?

    Most taxpayers assume that once the usual amendment period has passed, an old tax assessment is effectively closed. A fraud or evasion opinion can change that. For many taxpayers, the ATO generally has either two years or four years to amend an income tax assessment. But if the Commissioner forms the opinion that there has been fraud or evasion, those ordinary time limits may fall away, allowing the ATO to revisit much older income years. In this episode of Explain That by Velocity Legal, Andrew Henshaw is joined by Tyson Bateman to discuss what fraud or evasion means in Australian tax law, why these allegations can change the course of an ATO dispute, and what taxpayers should consider when the ATO raises concerns about older assessments. The discussion covers: the ordinary two-year and four-year amendment periods;why fraud or evasion can allow the ATO to amend outside those time limits;the difference between an incorrect tax position, evasion and fraud;why evasion can be difficult to identify in practice;how the ATO forms a fraud or evasion opinion;the Administrative Review Tribunal’s decision in Kirtlan and Commissioner of Taxation;reliance on accountant advice in tax residency disputes;why advisers need to be fully informed before advice is relied on;the importance of records, emails and contemporaneous evidence; andwhy engaging with the ATO before an amended assessment is issued can matter.This episode is useful for taxpayers, business owners, private clients, accountants and advisers dealing with ATO audits, tax residency issues, amendment period disputes or fraud and evasion allegations. For advice on an ATO audit, tax dispute, fraud or evasion allegation, amendment period issue or tax residency dispute, contact Velocity Legal’s Tax team.

  3. Jun 24

    Business Sale Disputes: Misleading or Deceptive Conduct

    What happens when the business you bought is not what you were told it was? Business sale disputes often arise when a purchaser believes they relied on inaccurate, incomplete or misleading information before settlement. Whether the issue involves overstated profits, undisclosed liabilities, inaccurate financial records or the loss of a key customer, misleading or deceptive conduct claims can have significant consequences for both buyers and sellers. In this episode of Explain That by Velocity Legal, Andrew Henshaw is joined by Jess Hill and Leo Crnogorcevic to discuss misleading or deceptive conduct in business sales, how these claims arise, and the practical steps parties can take to reduce the risk of a dispute after completion. The discussion covers: what misleading or deceptive conduct means in a business sale;how statements, omissions and silence can create risk;common disputes involving profits, liabilities, customers and financial information;the difference between misleading conduct claims and breach of warranty claims;the role of due diligence and “buyer beware” principles;how courts assess reliance and loss;why disclosure matters before signing a business sale agreement; andpractical steps buyers and sellers can take before settlement.A practical discussion for business owners, purchasers, vendors, accountants, brokers and professional advisers involved in buying or selling a business. For advice on buying a business, selling a business, business sale disputes, misleading or deceptive conduct claims or commercial litigation, contact Velocity Legal’s Commercial and Disputes teams.

  4. May 26

    Payday Super Reform Explained: What Businesses Need to Know Before 1 July 2026

    What does Payday Super mean for Australian employers? From 1 July 2026, Australian businesses are required to manage superannuation guarantee obligations much more quickly than under the previous quarterly payment system. Employers generally need to ensure superannuation contributions are received by an employee’s super fund within seven business days of payday, rather than being paid after the end of each quarter. In this episode of Explain That by Velocity Legal, Andrew Henshaw is joined by Ani Tuna and Nick Viergever to discuss the Payday Super reforms, the compliance risks for employers, and the practical issues businesses and advisers should be reviewing under the new regime. The discussion covers: how Payday Super changes the timing of superannuation guarantee payments;why the reforms are about more than simply paying super more often;payroll, cash flow and administration issues for employers;transition risks from the June 2026 quarter into the new Payday Super regime;how payment allocation issues may create unexpected compliance problems;increased ATO visibility through payroll and reporting systems;director penalty risks where superannuation obligations are not met;clearing house processing delays and the closure of the ATO Small Business Superannuation Clearing House;why contractor arrangements still need to be reviewed; andthe continued role of SGC statements for historic unpaid superannuation obligations.A practical discussion for business owners, employers, directors, accountants, bookkeepers and professional advisers preparing for the operational and compliance impact of Payday Super. For advice on Payday Super, superannuation guarantee compliance, historic unpaid superannuation liabilities, contractor arrangements or director penalty risks, contact Velocity Legal’s Tax team.

  5. May 15

    Family Trust Elections & FTDT: The Tax Issue Back in Focus (Part 2)

    What happens when a family trust distribution falls outside the family group? Family trust distribution tax, or FTDT, is rapidly becoming a major risk area for private groups, trustees and advisers. The consequences can be severe, particularly where historic trust arrangements, family trust elections or interposed entity elections have not been reviewed for many years. In Part 2 of this Explain That series, Andrew Henshaw is joined by Special Counsel Ani Tuna to discuss family trust distribution tax, how FTDT is triggered, and why these issues are now emerging in ATO reviews, audits and disputes. The discussion covers: how family trust distribution tax is triggered;the relationship between family trust elections and FTDT;distributions outside the relevant family group;interposed entity elections and common structuring mistakes;the Thomas family case and the reported $13 million FTDT liability;why historic trust structures are under increasing ATO scrutiny;how genuine administrative errors can create severe tax liabilities; andpractical issues now emerging in ATO reviews and disputes.This episode is designed for accountants, tax practitioners, advisers, trustees and private groups dealing with discretionary trusts, family trust elections, interposed entity elections and historic trust structures. For advice on family trust elections, interposed entity elections, trust distributions or family trust distribution tax, contact Velocity Legal’s Tax team.

  6. May 15

    Family Trust Elections & FTDT : The Tax Issue Back in Focus (Part 1)

    What is a family trust election, and why does it matter? Family trust elections are one of the most misunderstood areas of private group taxation. Originally introduced to address trust loss trafficking, they now affect a much broader range of tax issues, including trust losses, company losses, franking credits and small business restructures. In this episode of Explain That by Velocity Legal, Andrew Henshaw is joined by Special Counsel Ani Tuna to discuss family trust elections, why these rules exist, and why historic trust structures are now receiving closer attention from the ATO. The discussion covers: what a family trust election is;why family trust elections were introduced;how the family group rules operate;the role of the test individual;why family trust elections are now commonly required;retrospective family trust elections and the risks involved;why identifying historic elections can be difficult; andcommon assumptions and mistakes made by trustees, advisers and private groups.This episode lays the foundation for Part 2, where the discussion turns to family trust distribution tax and the significant liabilities that can arise when these rules are misunderstood. A practical discussion for accountants, tax advisers, trustees and private groups dealing with discretionary trusts, family trust elections, interposed entity elections or historic trust structures. For advice on family trust elections, trust distributions or family trust distribution tax, contact Velocity Legal’s Tax team.

  7. Apr 24

    Unexplained Income: The Practical Implications for Taxpayers

    In an unexplained income dispute, the hardest part is often not the deposit itself. It is proving, sometimes years later, where the money came from. The ATO’s ability to identify discrepancies in taxpayer records has increased significantly. Bank deposits, overseas transfers, asset purchases and other transactions can all attract attention if they do not appear to match a taxpayer’s declared income. When the source of those funds is unclear, the issue can quickly become an evidence problem for the taxpayer. In this episode of Explain That by Velocity Legal, Andrew Henshaw is joined by Rajan Verma to discuss unexplained income, how these issues arise in ATO audits, and why taxpayers need more than a verbal explanation when responding to the ATO. The discussion covers: what unexplained income means in a tax dispute;common triggers, including cash deposits, overseas transfers and unexplained asset increases;how ATO data matching and financial information can identify discrepancies;why the burden of proof is a major issue for taxpayers;what happens if a taxpayer cannot establish the source of funds;how default assessments can arise;why default assessments are difficult to challenge;penalties and interest risks in serious cases;why gifts, loans and family transfers need supporting evidence; andpractical steps taxpayers can take to reduce ATO risk before questions are asked.This episode is useful for taxpayers, business owners, accountants and advisers dealing with ATO audits, unexplained bank deposits, overseas transfers, default assessments or historic record-keeping issues. For advice on an ATO audit, tax dispute, unexplained income issue, default assessment or ATO review, contact Velocity Legal’s Tax team.

  8. Apr 7

    Bendel: The High Court Decision That Could Reshape Division 7A

    What does the High Court’s Bendel decision mean for private groups, trusts and corporate beneficiaries? For many years, the ATO maintained that certain unpaid present entitlements, or UPEs, owing from trusts to corporate beneficiaries could be treated as loans under Division 7A. That position created significant tax risk for private groups using discretionary trusts and bucket companies. In this episode of Explain That by Velocity Legal, Andrew Henshaw is joined by Archana Manapakkam to discuss Division 7A, unpaid present entitlements, the Bendel litigation, and why the High Court’s decision matters for trust distribution planning and ATO engagement. The discussion covers: what Division 7A is designed to address;how UPEs commonly arise in private group trust structures;why the ATO’s long-standing position created deemed dividend risk;the Full Federal Court’s decision in favour of the taxpayer;the High Court’s decision in Commissioner of Taxation v Bendel;why a UPE is not automatically a Division 7A loan;the practical uncertainty for historical trust arrangements;why Subdivision EA and section 100A may still need to be considered; andwhat taxpayers and advisers should review after Bendel.A practical discussion for private business owners, family groups, accountants, tax advisers and trustees dealing with Division 7A, trust distributions, corporate beneficiaries, UPEs or ATO reviews. For advice on Division 7A, unpaid present entitlements, trust distributions, corporate beneficiary arrangements or ATO engagement, contact Velocity Legal’s Tax team.

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Explain That is a podcast by Velocity Legal which unravels complex legal concepts and makes them easy to understand. Our host Andrew Henshaw (Managing Director of Velocity Legal) talks to a range of specialists who share their expertise and provide practical guidance.

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