The extended pandemic environment, combined with corporates, private equity firms and investors holding significant capital to deploy, is predicted to lead to a notable increase in distressed investment opportunities for buyers in both debt and equity as well as restructuring and recapitalisation opportunities for businesses.

This webinar hosted by Gilbert + Tobin’s market leading Restructuring + Insolvency and M+A teams, in conjunction with ACC Australia, will cover:

• common issues that arise in distressed transactions (including differences with going concern/traditional acquisitions);
• tips on structuring a competitive bid (debt or equity) for a distressed asset; and
• tips for restructuring or recapitalising a business via a deed of company arrangement

Over the past 12 months we have seen some noteworthy developments in the obligations imposed on director and officers of both public and private companies. A key understanding of these developments is essential not only to minimise potential liability for a claim of a breach of these duties but also to manage reputational risk for corporations and the individuals involved.

This webinar hosted by Gilbert + Tobin’s award-winning Corporate Advisory team, in conjuction with ACC Australia, will bring you right up to speed on recent developments in director and officer duties and liabilities and will include:

• a refresher on D+O liability;
• noteworthy developments in case law around directors’ duties;
• changes to D+O liability under the continuous disclosure regime;
• issues with ‘greenwashing’, and why directors and officers should be alive to litigation risks;
• issues presented by cyber-attacks and data breaches; and
• some key directors’ duties issues in corporate control transactions (if time permits!).

AI grabs headlines for predicting World Cup winners, influencing election results and spotting meteorites, but in 2022, AI isn’t just limited to these flashy use-cases - it plays a role in almost everything we do.

Lawyers need to learn how to ask the right questions to understand the role of AI and machine learning in their clients’ projects, so that they can give advice that addresses the nuanced legal issues that arise for this technology.

This webinar explores:

• regulatory and governance considerations, and approaches to risk management, relating to the adoption of AI solutions;
• unique contractual approaches to procurement of AI; and
• relevant case studies and lessons learned.

Australia’s changing geo-political situation is evident in the intensification of regulation around critical infrastructure assets including energy, water, healthcare, data, finance, space, defence and more. The Government has identified a need for greater critical asset self-sufficiency and resilience, leading to stronger intervention powers by government and regulators in investment approvals and operational risks around data and cyber security.

This session, hosted by Gilbert + Tobin, we explore:

• the recently enacted legislation which requires owners to provide control and operational information about the critical infrastructure asset, rendering them subject to enhanced cyber security obligations; and
• the implications for investment in the sector, including approvals under the Foreign Acquisitions and Takeovers Act and new regulatory risks for asset owners.

In this recording, Dr Elisabeth Peden SC gives an update on useful risk allocation devices used in contracts including:

• Exclusion and limitation clauses;
• Liquidated damages clauses;
• Indemnities; and
• Termination clauses

Data breaches are now a key risk for all Australian businesses. Australia’s data breach regulatory regime is unique, as is its continuous disclosure and class action environment. This combination poses distinctive and developing challenges for companies and boards in preparing for and managing, these issues as they arise.

This webinar, hosted by Gilbert + Tobin in conjunction with ACC Australia, explores:

• the data breach regime and how it intersects with directors’ duties, the current continuous disclosure obligations and regulatory and class action risk;
• recent high-profile cases; and
• how this might be impacted by law reform proposals to introduce a permanent knowledge element for civil liability for breaches of the continuous disclosure regime.

This session covers: 

• how data provides strategic advantages to nation states;
• matters relating to foreign ownership of data; and
• the role of the Australian Government / private sector in ensuring infrastructure resilience.

In this seminar, Dr Elisabeth Peden SC considers:

• How is the obligation to co-operate different to good faith and what does good faith mean? • Is it worth including an express term of good faith in a contract? • When will a term of good faith be implied into a contract? • What happens if a party does not act in good faith?

In-house counsel are often tasked with negotiating contracts with Federal or State governments or their agencies for the supply of goods or services or provision of works, or for the delivery (including construction and financing) and/or operation of public infrastructure such as transport, schools and hospitals. Contracting with government raises some unique legal issues and particular challenges which can trip up the unwary and give rise to risk of contract termination, invalidity or unenforceability. Governments themselves and their agencies also face policy issues and requirements which need to be addressed in contracts with the private sector.

Following the cessation of the Government’s temporary COVID fiscal and regulatory relief measures, cash flow and solvency issues are once again at the forefront of businesses and boards’ minds.

This webinar, hosted by Peter Bowden, explores:

• the current state of the insolvency market;
• what steps you can take to protect yourself from solvency risks and the risk of counterparty insolvency;
• the new small business insolvency reforms, including how they can be used to restructure businesses;
• the further reforms proposed by the Government in the Federal Budget; and
• what we expect to see in the insolvency market for the rest of 2021.

Two recent High Court decisions have dramatically changed how courts will distinguish between employees and contractors. The contract between the parties is now key, not the conduct between the parties when working out the nature of the relationship.

During this course,  James Pomeroy and Christopher Logis from Gilbert + Tobin’s Employment team unpack the Court’s decisions including:

• what's new when working out whether someone is a contractor or employee
• how legal challenges to a contractor relationship may look in the future
  
• whether the decisions bring the certainty principals/employers have been after
• do contractor agreements in your business meet the new test.

In-house counsel are tasked with negotiating a wide range of commercial transactions, and need to be alert (but not alarmed!) by possible competition minefields.

This webinar, hosted by experts from Gilbert + Tobin’s market leading Competition + Regulation team in conjunction with ACC Australia, will explore the tricks and traps in managing competition risks in:

• collaborative arrangements including consortium bids, joint ventures and industry associations;
• supply and distribution arrangements with competitors; and
• intellectual property (IP) agreements, including IP licences and patent settlement agreements.

This webinar, hosted by Gilbert + Tobin’s leading M+A and Competition + Regulation teams in conjunction with ACC Australia, will equip in-house counsel with some key skills to draw on when negotiating a strategic alliance. The session will:

• cover the different ways a strategic alliance can be structured, including unincorporated joint ventures, cost / revenue sharing arrangements, alliance agreements and joint investment vehicles / equity sharing;
• provide guidance on the most appropriate structure in a range of contexts; and
• explore issues to consider and traps to be mindful of.

This webinar looks at recent case law and the techniques and rules used to construe real examples of contract clauses.

The session will consider the following important questions:

• can ‘commercial purpose’ override the literal meaning of the language used?;
• can a court ‘rewrite’ or ‘fix’ the bargain by construction?; and
• how can you protect the construction you want when drafting?

This webinar is targeted at commercial lawyers who draft and advise on commercial contracts.

The protection of trade secrets and confidential information can be paramount to the commercial success of a business. With the transition to working-from-home, businesses are facing technological and practical challenges as they seek to protect their confidential information from theft or misuse by employees.

This webinar, which is hosted in conjunction with ACC Australia, will cover measures that you can implement to protect your confidential information. Presented by Gilbert + Tobin’s Employment team, the webinar will explore:

• implementing security measures, including usage monitoring and other surveillance practices;
• having robust contractual protections and IT usage policies; and
• developing and implementing procedures to ensure high-risk employees’ devices are monitored and examined to ensure that confidential information is protected.

This session will also cover the steps an employer could take if its security measures fail, including obtaining personal devices for forensic examination, injunctive relief requiring the return of information and damages for breach.