Explain That by Velocity Legal

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.

Explain That by Velocity Legal is a business podcast hosted by Velocity Legal, with 40 episodes on record and a Required Pod Score of 80.

Velocity Legal hosts Explain That by Velocity Legal, a business show with 40 episodes published.

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  Explain That by Velocity Legal

  30% Minimum Tax on Discretionary Trusts: EETs, Rollover Relief and What Comes Next

  Sep 23, 202627 min

  The proposed 30% minimum tax on discretionary trusts has moved from a Federal Budget announcement to exposure draft legislation, bringing greater detail—and considerably more complexity. In this episode of Explain That, Andrew Henshaw is joined by Velocity Legal director Rajan Verma to examine how the proposed regime would operate, how the trustee-level tax and beneficiary credit would interact with the existing trust taxation rules, and why the changes could materially affect the use of discretionary trusts by families and private businesses. The discussion also explores the proposed Excluded Election Trust regime, or EET. The election may allow an existing discretionary trust to remain outside the minimum tax by nominating beneficiaries and fixing their respective shares of trust income and capital. Rajan explains why that apparent solution may create its own problems, including a loss of flexibility, potentially severe consequences if the nomination is breached, and unresolved questions about trust law and transfer duty. Andrew and Rajan also consider the proposed restructuring rollover, the potential state duty costs of moving assets or businesses out of a trust, the treatment of franking credits and corporate beneficiaries, and the difficult timing decisions facing trustees and advisers before the proposed commencement date. The discussion covers: how discretionary trusts are currently taxed as flow-through vehicles; how the proposed 30% trustee-level minimum tax and non-refundable beneficiary credit would work; the potential effect on lower-taxed beneficiaries and corporate beneficiaries; exclusions for genuine discretionary testamentary trusts and certain classes of income; the operation and limitations of the proposed EET regime; rollover relief, transfer duty and the practical costs of restructuring; and why trustees may need to begin planning before the final policy and political position is known. The exposure draft was released on 3 September 2026. Treasury describes the proposed regime as applying from 1 July 2028, with a fixed-distribution election and three years of rollover relief from 1 July 2027.

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  Explain That by Velocity Legal

  Small-Scale Property Development Part 2: Do You Need to Pay GST?

  Sep 17, 202616 min

  Do you need to pay GST on a one-off property development? For small-scale property developments, GST can materially affect the sale proceeds. A one-off project can still attract GST, and treating a sale on capital account for income tax purposes does not necessarily resolve the GST position. In Part 2 of this two-part series on tax and property development, Andrew Henshaw is joined again by Tom Warrington, Associate in Velocity Legal’s Tax team, to discuss the GST implications and why they need to be considered before signing a contract. The discussion covers: when a property sale may be a taxable supply; what constitutes an enterprise for GST purposes; why a one-off development can still attract GST; how the GST analysis differs from the revenue versus capital distinction; GST withholding obligations and notifying the purchaser; how the margin scheme may reduce GST payable and the requirement for written agreement; the distinction between existing and new residential premises; why a property’s physical characteristics matter when assessing its residential character; the relevance of rental periods and the five-year rule for new residential premises; and when changes in use or an input-taxed sale may require adjustments to previously claimed GST credits. A practical discussion for property owners, small-scale developers, accountants and advisers considering the GST consequences of property development. Part 1 examines the income tax and CGT implications, including the revenue versus capital distinction, the taxpayer’s intention and the importance of supporting evidence. For advice on the tax treatment of property developments, contact Tom Warrington or Velocity Legal’s Tax team.

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  Small-Scale Property Development (Part 1): Capital Gain or Taxable Income?

  Aug 26, 202624 min

  Is your property development profit taxed as a capital gain or as income? For small-scale property developments, that distinction can materially change the tax outcome. A one-off development is not automatically treated on capital account, and whether the CGT rules apply can depend on the taxpayer’s intention, the nature of the development and the evidence supporting their position. In Part 1 of this two-part series on tax and property development, Andrew Henshaw is joined by Tom Warrington, Associate in Velocity Legal’s Tax team, to discuss the revenue versus capital distinction and why it matters. The discussion covers: when a property sale may be treated as the mere realisation of a capital asset; when a development may instead be treated as a profit-making undertaking or scheme; why a one-off development can still be taxed on revenue account; the importance of the taxpayer’s intention when acquiring the property; the factors that may give a development a commercial character; the role of contemporaneous evidence in supporting a taxpayer’s position; the Morton case and its relevance to the capital versus revenue distinction; what can happen when a taxpayer’s intention changes over time; and why documenting a change in intention can become particularly important where a property is sold soon after development. A practical discussion for property owners, small-scale developers, accountants and advisers considering the income tax and CGT consequences of property development. Part 2 turns to the GST implications of small-scale property developments, including taxable supplies, the enterprise test, the margin scheme and new residential premises. For advice on the tax treatment of property developments, contact Tom Warrington or Velocity Legal’s Tax team.

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

  Aug 10, 202623 min

  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; and the 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.

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

  Jul 16, 202617 min

  If the ATO alleges fraud or evasion, the normal two or four-year amendment period no longer applies. Instead, the Commissioner may have an unlimited period to amend your tax affairs. In this episode of Explain That , Andrew Henshaw is joined by Senior Associate Tyson Bateman to explain what fraud or evasion actually means in tax law, why these allegations are becoming more common, and how they can dramatically change the course of an ATO dispute. They also discuss the recent Kirtlan decision, one of the rare cases where a taxpayer successfully challenged an allegation of evasion, and why obtaining specialist tax advice can be critical when dealing with complex tax positions. Topics covered include: the ATO's normal amendment periods what constitutes fraud or evasion for tax purposes the significance of the Kirtlan decision why contemporaneous tax advice matters engaging with the ATO before a fraud or evasion opinion is formed

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