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. PitchCentric scores this show on Booking Probability, Listen Score, and live audience signals refreshed every 24 hours.

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

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  Explain That by Velocity Legal

  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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  Explain That by Velocity Legal

  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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  Explain That by Velocity Legal

  Business Sale Disputes: Misleading or Deceptive Conduct

  Jun 23, 202625 min

  What happens when the business you bought is not what you were told it was? Misleading or deceptive conduct is one of the most common causes of disputes following the sale of a business. Whether it involves overstated profits, undisclosed liabilities, the loss of key customers, or inaccurate information provided during the sale process, these disputes can have significant financial 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 how misleading or deceptive conduct claims arise in business sales and the practical steps parties can take to reduce risk. The discussion covers: • what constitutes misleading or deceptive conduct under the Australian Consumer Law • the difference between misleading conduct claims and breach of warranty claims • disclosure obligations during a business sale • the role of due diligence and buyer beware principles • common disputes involving financial information, liabilities and key customers • how courts assess reliance and loss• practical steps buyers and sellers can take before signing a contract A practical discussion for business owners, purchasers, vendors and professional advisers involved in business sale transactions. For advice on business sales, business purchase disputes, misleading or deceptive conduct claims or commercial litigation, contact Velocity Legal’s Commercial and Disputes teams.

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  Explain That by Velocity Legal

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

  May 25, 202630 min

  From 1 July 2026, Payday Super will fundamentally change how Australian businesses manage superannuation obligations. In this episode of Explain That by Velocity Legal , Andrew Crellin is joined by tax lawyers Annie Turner and Nick Vegeva to unpack what the Payday Super reforms mean for employers, accountants, and advisers. The discussion covers the shift from quarterly super payments to a seven-business-day payment regime, transitional risks in July 2026, director penalty exposure, super clearing house issues, contractor obligations, and the significant compliance traps hidden within the new legislation. The episode also examines how payment ordering rules could unintentionally leave compliant businesses technically in breach, along with the practical cash flow pressures many SMEs are likely to face during the transition period. Key topics include: Payday Super explained 1 July 2026 transition risks Superannuation guarantee compliance Director penalty notices and ATO enforcement Super clearing house changes Contractor super obligations SGC statements and voluntary disclosures Cash flow impacts for Australian businesses Practical guidance for accountants and advisers For accountants, tax practitioners, business owners and professional advisers, this episode provides a detailed breakdown of one of the most significant superannuation compliance reforms in recent years.

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

  May 15, 202625 min

  In Part 2 of this series on family trust elections and family trust distribution tax (FTDT), Andrew Henshaw is joined by Ani Tuna to examine how FTDT works in practice and why this area has become a major ATO compliance focus. The episode explores the significant tax risks that can arise from invalid family trust elections, historic trust arrangements, interposed entity elections and distributions outside a family group. The discussion covers: • how family trust distribution tax is triggered• the relationship between family trust elections and FTDT• the Thomas family case and the reported $13 million FTDT liability• why historic trust structures are under increasing ATO scrutiny• interposed entity elections and common trust structuring mistakes• why genuine administrative errors can create severe tax liabilities• practical risk areas now emerging in ATO reviews, audits and disputes This episode is designed for accountants, tax practitioners, advisers and private groups dealing with discretionary trusts, family trust 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.

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