Thinking of buying or selling a business? Let’s talk about the phase between signing the contract and finalizing the deal. It’s often more complex than it seems!
Recently, at Millens, we've helped several clients with business purchases, and one thing is clear: settlement preparation is key. Some people think it’s smooth sailing once the contract is exchanged—but then we mention a few questions like:

• Have you transferred control of domain names, websites, or social media accounts?

• What about intellectual property?

• Is your stocktake organized, and have you handled stock in transit?

Watch the video here 

If you're scratching your head thinking, "Wait, I didn’t consider that," don’t worry! We’ve got a comprehensive checklist to make sure nothing falls through the cracks. One of our recent clients used it, checked off each item, and sailed through to a smooth settlement.

Whether you're buying or selling, our team at Millens is ready to guide you through the entire process.
Reach out today to get our checklist here. Ensure your settlement goes off without a hitch!

Ever wonder if you're misusing "without prejudice" in your communications? Many clients do! Often, it's used in the wrong context and could even weaken your position.

Here’s the rule: Only use "without prejudice" when making a settlement offer or compromise. Simply laying out your case doesn’t require it.

Want to ensure you’re using it correctly? Watch our latest video to find out when you should and shouldn’t include "without prejudice" and why it matters for your claims.

If you’re unsure or need help with your letters, reach out to me or the Millens team—we’re here to guide you!

In case you missed it, significant changes are headed your way! New Commonwealth laws now introduce the “Right to Disconnect” for employees, and by August 26, 2025, every business, regardless of size, will need to comply.

Hi. The other day, I mentioned registering an interest in the PPSR. The Personal Property Security Register. This was for landlords if they held a cash security deposit from their tenant. But I had a couple of people ask me a few questions about the PPSR. And basically, it's a register run nationally where anyone who has a security interest, not in land, but in personal property, can register that so third parties dealing with a company or an individual can know that certain assets have encumbrances or charges or security interests registered in respect of them.

Now, if you don't register your security interest, then you are going to have that defeated by someone who deals with the property owner not knowing that you've claimed a security. So it's very important to understand when you have a security interest, and very important to register it properly. So one of the typical areas that I see where people miss out is where you're selling goods on credit to someone. You've delivered the goods, but you haven't been fully paid yet. You retain a security interest according to your terms and conditions of sale if they're properly drafted in what you've delivered but haven't been paid for. And you need to register that. If you don't register it, you lose your interest if the person doesn't pay or goes broke.

But the other important thing about registering your security interest is whether you're dealing with a company or a trust. With a company, you use their Australian Company Number, the ACN. But if it's a trust, you have to use their business number, their ABN. And if you don't do that, your registration could be invalid. It's very important when you're buying assets or buying a business to make sure that you search the PPSR register for the vendor and also for the company or the business that you're buying to make sure that you get details about all the security interests and you make sure they're discharged.

So if you've got any queries about when you have a security interest, how you properly register your security interest, or how to buy assets and make sure the security interests have been discharged, contact me or anyone else at Millens. We're here to help. We're here to solve your business problems. Thank you.

So I had a query the other day from a commercial landlord and they said, "Is it better for me to get a cash security deposit from my tenant or a bank guarantee?" Now, intuitively, you would think that cash is king. It's better to get the cash, and if the tenant defaults, you've immediately got access to the cash. Whereas with a bank guarantee, you've got to make a claim on it and go to the bank and go through various procedures. But there is a bit of a catch here that people aren't aware of, and that is if your commercial tenant goes broke, goes insolvent, or bankrupt, then the liquidator or the trustee in bankruptcy may be able to claim that cash security deposit back as an asset of the company that's gone into liquidation or the bankrupt.

Now, you can only prevent this if you've lodged a security registration on the PPSR, the Personal and Property Security Register. Now, not a lot of landlords know that, and so not a lot of landlords register. And so if you haven't registered, your cash security deposit is not protected. So sometimes it might be better to get a bank guarantee, because that can be enforced against the bank no matter what happens to your tenant.

So the two takeouts from this are, when getting a new security deposit, perhaps a bank guarantee is better. Or if you have a cash security deposit, make sure you've registered your security interest on the PPSR, or else it won't be any good.

Thanks for listening. I'm Ross Millen, and Millens, we're here to help.

I had a client come in the other few weeks ago and they said, "Oh, look, Jack used to work for us. He doesn't work for us anymore. He still owns 10% of the shares in the company that we gave him, and we really want to get him out of the business, so what we're going to do is we're going to issue some extra shares to ourselves and we'll reduce his shareholding down to 0.5 eighths of three quarters of nothing."

Now, two problems with this. The first is if you'd come to us and had a shareholders agreement right from the start, we could have said that when Jack or a person like that, an employee with shares, ceases to be employed, then they have to transfer their shares or have them bought back by the company, so that could have solved the problem.

But what I want to talk about today is oppression of a minority shareholder, because a plan like that to reduce Jack's shareholdings down to virtually nothing could be oppression, probably is oppression, and then Jack would have a claim to go to the court and demand an order from the court that he be bought out at a proper price. When you control the majority shares in a company, you have to be sure that you are managing the company in the best interest of all shareholders. And so, anything like issuing extra shares to yourself to diminish a minority, entering into any arrangements that are with your other companies or using the company's assets for private purposes is what's called oppression. And if you are in the minority and these things are happening, then you've got a claim that you can bring against the majority.

What we say is this is an area to be very cautious where you've got a majority shareholder or a group and minority shareholders or a group, make sure that if you're the majority, you are exercising your rights for the benefit of all shareholders.

Now, if you've got any queries about this, if you're in a majority position or you're a minority being oppressed, contact us. We'll be able to give you the right commercial advice to get the best outcome. Thanks for listening

Hi, welcome to financial year '24/'25. And like all new years, let's make some New Year's resolutions. Now, one resolution that I recommend to you is horses for courses. Now, you would be absolutely crazy to ask me to fix your car, or cook you a restaurant style meal, or to do any range of other things. And so it surprises me sometimes that clients are maybe not realizing, but they're using non-lawyers to do legal things. And sometimes you can get into a lot of trouble.

Some examples that we've had recently, we had the financial planner that advised our clients to transfer a property from the husband and wife just into the wife's name. Now this wasn't their place of residence. So as a result, there was going to be a big duty bill. And the financial planner hadn't realized that the rules had changed a couple of years ago.

Or we had a client who was using their leasing agent to send a notice of default to their tenant. Unfortunately, got the fine print wrong. And as a result, we couldn't rely on that notice and we had to serve a new one.

Or about the landlord who got their agent to prepare the deed of renewal, but they forgot to send a disclosure statement because it was a retail lease.

So we were able to find solutions in all these cases. But it just brings home to me that there are a number of times when people are breaching New Year's resolution number one, which is horses for courses. When you've got legal issues, come to the lawyers because the lawyers know all the little itsy bitsy pieces that have to be dealt with to make sure you're fully compliant.

So for the new year, this is your resolution. Make sure that all your legal issues come to lawyers because lawyers are trained to give you the best advice. So I'm Ross Millen from Millens. Come and see me or any other member of the Millens team to satisfy your legal requirements.

Hey, if you watched my most recent video, I was talking about the role of appointors in a trust. And of course, the role of the trustee is also very important. I mean, they're the person that owns the assets on behalf of the trust, on behalf of the beneficiaries. Probably, the most common question I get asked about trust is as trustee, can I do this? Can I do that? Can I make this investment? Can I make that distribution? Can I advance some of the capital to one of the beneficiaries so they can pay for their school fees or university education?

Now, the things to bear in mind are always read the trust deed, because every trust is different. Sometimes trustees might have certain powers in one trust deed and not in another. So we always have to read the trust deed to make sure that what you want to do isn't prohibited, or that there are certain things you must do as a trustee. Another thing is investment powers. There'll be investment powers in the trust deed, but also in the Trustee Act. So some types of risky or unusual investments may not be permitted.

The other thing is, who are the beneficiaries? Now, there was a recent case that decided the discretion given to a trustee in a discretionary trust, the trustee has to consider the financial circumstances of all the various beneficiaries. So if you're in the habit of just giving the money, the income every year to one or two beneficiaries in the same shares, maybe that's risky. You need to think about who are the other beneficiaries, and do any of them need to receive a distribution of income?

And the final thing is if there's ever any issues about the trust that you need guidance and you're not sure, we can't give a hundred percent guarantee. You can always go to the Supreme Court. Sure, it's a bit expensive, but the court will look at the circumstances and it will either tell you as trustee that you can or you cannot do something. So if you're a trustee or a director of a trustee company, you must take your obligations very seriously. You need to get legal advice before doing anything out of the ordinary. So remember, I'm Ross Millen at Millens. We're here to help, help you administer your Trusts properly and efficiently. Thank you.

I’ve been seeing a common issue with trust deeds lately. Often, clients’ wishes don’t come to fruition because of a key oversight when setting up the trust—misunderstanding the vital role of the Appointor.

In this video, I explain what the Appointor does, why it’s so important, and how you can make sure your wishes are followed by getting this right.

If you have any questions about trusts, trust deeds, or estate planning, drop by Millens. We're here to help

I recently heard a story that highlights the importance of understanding lease transfer regulations. A potential business sale was jeopardized because the landlord objected to the age of the proposed lease transferee. Don't let a bad landlord spoil your deal!

In our latest video, I share two crucial tips to prevent such issues and ensure a smooth lease transfer process.

This one's for all you commercial landlords and tenants, because there's been actually quite an important decision in the Victorian courts about what happens in leases.

Now, sometimes you hear about the landlord having to repair and maintain a commercial property. Now, what the court decided was... Repair, everyone understands that, something breaks, you repair it. But what does maintain mean? And so, what they said for maintain was that it was a positive obligation to keep maintaining the property and having a maintenance plan. So, let's say something that maybe needed to be checked every 10 years, you need to check it every 10 years, but there might be things you need to check every year, and so, you have to have a plan to check it every year or else you're not maintaining the property. So this is, I think, a bit of a surprise to landlords, that they actually have a positive obligation in commercial leasing to have a plan to maintain the property. And if they don't, then they're technically in breach of the lease.

Now, in this case, it was very extreme, but it was an office building where potentially the structure of the building was unsafe, and the tenant stopped occupying the property and wrote many, many letters to the landlord, sent a report, and the landlord just ignored it all. What happened? The tenant stopped paying. Said, "Look, you, the landlord, have walked away from this lease," and the court agreed with them. So, they were able to get out of their lease and get damages from their landlord. So, that's a lesson for everyone, whether you're a tenant or a landlord, that the landlord has obligations to maintain the property.

Now, we've prepared what I'm sure is a highly interesting note about all this, and if you want it, just contact us below and we'll send it to you. So, for all your commercial leasing needs, remember to contact me, Ross Millen, or any other member of the Millen's team, and we'll be able to help. Thanks for listening.

Hi. I wanted to mention a topic we don't often discuss on these little videos, the F word. Yes. You know what I'm talking about? Fraud. Fraud in the workplace. And over the years, unfortunately, for some of our clients, we've had to handle fraud matters where we've recovered or attempted as much as we can to recover funds back from employees who've been running some sort of scam or scheme within the organization.

Now, what prompted me about this this week was I was reading in the paper about a woman who'd been convicted for doing just that with her employer, and certain things stuck out as being typical of what happens in this unfortunate situation. First of all, a highly trusted employee who had been allowed to manage, paying all the expenses without anyone checking. They were such a good employee, so organized, everything was done so smoothly that no one ever bothered to check whether, in fact, half a million dollars of those expenses were being paid, in fact, to herself. So over the years, she'd scammed five or $600,000 out of the company. So trusted employees.

The other thing was she was such a diligent employee, never took a holiday. And of course, people who are committing a fraud, they don't like to lose control, so they never take their holidays. They're always there at work, they're always in control. So it's a very good idea to make sure that your employees, particularly if they're handling money in your organization, always take their annual leave and that there's always a second person checking, or there is some sort of spot audits or other steps taken.

This will discourage people from conducting fraud. So even if you have people who think, "I'll do a fraud," if you've got these checks and balances in place, makes it very difficult for them to start in the first place. So remember, if you've got any queries, contact me or contact any of the other team members at Millens. We are here to help you running a fraud free business. Thank you.

Hi. One thing that some people may not have heard of, or if they've heard of, they haven't quite understood, and that is a bit of jargon we use, the PPSR. Well, what does that actually mean? It's a Personal Property Securities Register. And this is a place where you can register charges that you might hold over other people's assets, or people register charges over your assets.

Now it's very important to have registration, otherwise it won't be enforceable if someone goes broke. Now, a very interesting thing, I had a client who was selling a company and I said, "Well, have you got any of these PPSR charges?" And they said, "No, we've never borrowed any money. We've got none." But of course, we did a search just to make sure. And there were several things registered against them. These were because often when you're signing supply agreements, or terms and conditions, maybe it's just someone who's providing air conditioning equipment or some other type of equipment, often they'll have a PPSR charging clause in their standard agreement. And then they register this.

So we had to get all of those discharged. Often we have people who are handing over their goods like a landlord or someone else, and they don't register their interests on the PPSR register. This means that if their tenant or the person who's holding their property goes broke, they've got very little chance of getting it back. So PPSR, if you've got any issues contact me, contact the Millens team. We can help you with a PPSR search to see what you've got on your company. And also we can advise you about how you can register your interests against people you do business with.

We know that our clients don't like surprises. So recently, it was a shame, but a couple of our clients had a surprise that they weren't expecting. And what was the surprise? Well, the surprise was that the terms and conditions they were using in their business didn't say what they thought they said. For instance, we had someone; it was like a building situation, and our clients said, "Well, these people haven't paid us. We're going to suspend the works." And we said, "Well, you better send us your terms and conditions, and we better have a look what the contract says." And we looked at the terms and conditions, and we rang the client. We said, "Well, that's great, but your terms and conditions do not give you the right to suspend the work in these circumstances." The client said, "Oh, of course it does."

And we said, "Okay, no problem. Which clause wasn't there?" So for years, they'd used those terms and conditions, thinking that's what they said, didn't say it at all. We had another situation where someone had goods, and they said, "Oh, we're going to sell them now." And we looked at the terms and conditions and said, "Unfortunately, that's not there." So again, here was a situation where someone for many years had been using these terms and conditions, thinking all the time that they said what they thought they said, but they didn't say it at all.

So again, emphasize, if you're in business, you need your terms and conditions to be reviewed on a regular basis, and make sure they say what you want them to say. Also, there's been a lot of government legislation recently about what are called unfair terms and conditions. These are things like your automatic right to increase rates or certain other things like that, or restricting the right of the customer to terminate the contract. So make sure your terms and conditions say what they should say, and also that they're up-to-date and that there's no legal problems. So we're very good at reviewing terms and conditions. Give us a call, Millens. I'm Ross Millen, and the team. We are here to help you doing business better.

We've had a couple of people buying businesses recently, but rather than actually just buy the business, what they've been doing is buying the company that owns and operates the business. So they're basically buying all of the shares in a company.

Now, this will only work, of course, if the business that you want to buy is really the only asset of that company. But buying a company, buying all the shares in a company to get control, you really need a great set of warranties, because I liken this to changing drivers in a moving car, the business is operating suppliers, debtors, payments, leases, everything. You sort of take it over, but you take it over as it is. So you've really got to step into the driver's seat, and you've got to make sure that everything's fine, because you don't want to be three months, six months down the track and suddenly find there's some claim that is against the company you now own and operate that company, and you're responsible for the claim.

So when you're buying the shares in a company, you need a really good agreement and you need a great set of warranties, and Millens has got both. So we're able to help you. So remember, if you're thinking of buying a business, maybe there's the opportunity to actually buy the company that runs the business, and that could be a great advantage to you because you keep everything running in the same name. So remember, if you're looking to buy a business, looking to buy a company, contact us. We're here to help. Ross Millen from Millens.

There are two main examples where someone's Will might be set aside partly. Now, the first is if someone makes a will or a new Will when they lack what we call testamentary capacity. If someone's got dementia and another family member takes them and says, "Oh, you know what? We're going to cancel your old Will and leave all the money to me," well, obviously that's an example where we can come along and help people to challenge your will because it's been made by someone who lacks the necessary mental capacity to make a new Will. They're often cases of undue influence. Medical certificates can be used later as evidence to show that someone had been suffering dementia.

Now, the second example, and this has got thousands of years of history about it, is that if someone dies and they don't leave an adequate provision for someone who they had a moral duty to look after, then that person can say to the court, "I didn't get left enough money." So if someone died and left all their money to the cat home rather than to their spouse and their young children, naturally everyone would say, "Well, those people need to go and challenge that will and get more money for their proper maintenance."

Now, in Victoria, there's a very limited number of people who can make such a claim. It's your spouse or a de facto, a former spouse or a de facto, children, registered carers. It's a very narrow group of people and they have to show the court that there was some moral duty to look after them, and also that their financial circumstances mean that they're entitled to get more out of the will than what it says.

Now, we have a lot of expertise in this area. We've defended claims and we've brought claims. So if you've got any queries whatsoever about a Will or your current Will or your estate plan, don't hesitate to contact us. I'm Ross Millen from Millens leading the Millens team in wills and estates. Thanks very much.

We have a bit of a problem in Victoria, we've got a brand-new tax. Now, you mightn't have heard of this, and it could be a big worry if you're a property owner. It's not a new tax, but it's been expanded so much that it's now going to catch hundreds, thousands more properties. This is called the Vacant Residential Land Tax, and new legislation came in only in mid-December, but it applies this year.

In this short video, I talk about what this means and the exemptions that might apply to you.

To help you Millens have prepared a Vacant Land Tax Guide to get it - click here

Watch the video below to find out the resolutions that are done by savvy business people. If you don't plan then you are not going to reach your goals in 2024.

In this video, I talk about how mid-December and the countdown to the Christmas break provide a great opportunity to finish things that have been dragging.  We often find people are willing to try and tie up loose ends on a deal just before the holiday. So now's a good time to negotiate, particularly if it's been a difficult negotiation or maybe you're just not quite getting some cut through on a difficult deal.   Remember the other side is probably a little bit tired, maybe they're really keen to wrap something up. So always use this week or two before Christmas as a great opportunity to try and finalize that deal that's been dragging along for months.

In this video, I explain the power of a warranty. What can go wrong when you don’t get it right? How to have the best set of warranties to protect your business investment.

If you have any questions, remember we've got a lot of experience with drafting and negotiating warranties. We can help you prepare a set of warranties that will protect you. Contact me here