AUSTRALIA Trends and Developments Contributed by: Scott Colvin, Warren Scott and Lachlan Speirs, Archer Scott Lawyers
and should prepare disclosure and any remediation accordingly. • Inbound brand and master-franchise deals: inter - national brand owners entering Australia through master-franchise or area-development structures must align their global systems with the Australian Code, and should register and protect their trade marks early, since the brand is the core asset and the value of the system depends on it. Looming over the sector is the prospect of a franchisor licensing scheme. The government has consulted on, but not yet legislated, such a regime; if introduced, it would represent a further step-change, moving fran - chising closer to a regulated-entry model. Even as a possibility, it is prompting well-advised franchisors to professionalise their governance and compliance now, both to reduce present risk and to be ready if the regulatory perimeter expands. Franchising in Australia remains attractive and well supported, but the margin for casual compliance has narrowed. An expanding compliance perimeter shapes deal value Beyond competition, foreign investment and franchis - ing, a cluster of reforms in employment, privacy, finan - cial crime and sustainability is quietly reshaping how deals are valued and integrated. Individually, these are compliance developments; collectively, they have become factors in price, warranties and completion planning. Employment Recent workplace reforms have changed the cost and risk profile of the workforce that comes with a busi - ness. The Secure Jobs, Better Pay changes limited the use of fixed-term contracts, and the later Closing Loopholes reforms addressed casual employment, labour hire, “same job, same pay” and the criminali - sation of intentional wage underpayment. Acquirers must now diligence workforce classification and pay compliance carefully, because historical underpay - ment is not only a financial liability but, where inten - tional, a potential criminal exposure, and it features increasingly in warranties, indemnities and purchase price adjustments. In franchise conversions and mul - ti-site businesses, where workforces are large and award-covered, this is a first-order issue.
Privacy and data Australia’s privacy regime has been materially strength - ened, with a new statutory cause of action for serious invasions of privacy that commenced in June 2025, tougher penalties and a more enforcement-minded regulator. Data assets and data-handling practices are now a standard part of diligence, and exposure for historical breaches is a live warranty topic. For tech - nology-, consumer- and data-rich targets in particu - lar, the quality of a target’s privacy compliance has become a value and risk issue in its own right. Financial crime and gatekeeper reforms From 1 July 2026, anti-money laundering and counter- terrorism financing obligations extend to certain des - ignated services provided by lawyers, conveyancers, accountants, trust and company service providers, real estate professionals and dealers in precious met - als and stones. For transactions, the practical effect is likely to be more formal customer due diligence, beneficial ownership checks and source-of-funds processes around property, corporate structuring and related deal services. Advisers and their clients should expect these steps to become a routine part of deal execution. Climate and sustainability Mandatory climate-related financial disclosure, which is a sustainability reporting obligation under the Cor - porations Act, is being phased in for large entities and financial institutions, with the largest entities report - ing for periods from 1 January 2025 and the net wid - ening over the following years. For deal makers, this elevates climate and sustainability information from a reputational consideration to a disclosure obligation, with consequences for representations, warranties and ongoing reporting in transactions involving larger targets. The cumulative effect is that diligence is broader and deal documents are doing more work. Buyers are pric - ing compliance risk, sellers are preparing more thor - ough disclosure, and integration plans are accounting for obligations that did not exist a few years ago. The advisers who add the most value are those who can connect these threads across competition, foreign investment, franchising, employment, privacy, finan -
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