Corporate and M&A

By: Tony Stumm, Consultant 

The case of Masters v Cameron [1954] 91 CLR 353 was a High Court of Australia decision which examined pre-contract conduct of parties and the form of agreement resulting, in order to determine if the ‘agreement’ constituted a binding legal agreement. In this context, pre-contract terms reached often indicate that a formal contract was intended to consolidate the initial agreed terms. Heads of Agreement (HOA) can often be a recital of initial or principal terms agreed. However, in many instances a HOA does not represent a final binding contract because it can often state that the terms must transition into a formally prepared agreement.

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Recent Keynotes of June 2016

International Agreements

  • The Resolution of Council of Ministers dated 09.05.2016 and numbered 2016/8840 on the Approval of Additional Protocol to the Convention for the Protection of Individuals with regard to Automatic Processing of Personal Data regarding Supervisory Authorities and Transborder Dataflow was published in the Official Gazette dated 24.05.2016 and numbered 29721.

Read more: Turkish Corporate Law Updates - September 2017


It is common that agency and distribution contracts provide a minimum order undertaking for the agent and the distributor. According to such provisions, the agent or the distributor undertakes to purchase a minimum amount of product from the principal or the supplier. Under the contract, several consequences may be attached to the failure to purchase the pre-determined minimum amount.

Read more: Consequences of Non-Attainment of Guaranteed Minimum Order in Turkish Agency and Distribution...

Resolutions of the Council of Ministers

  • Resolution of the Council of Ministers Amending the Resolution Regarding the Regulation of Border Trading entered into force through publication in the Official Gazette dated 11.05.2016 and numbered 29709.

Read more: Turkish Law: Recent Keynotes of May 2016

By: Tony Stumm, Consultant

Using the Federal Government election as the catalyst for catching the attention of the major political parties, the Governance Institute of Australia (GIA) has called for the Federal Government to conduct a wholesale review of the Corporations Act 2001 (Cth) (Corporations Act) and to introduce other initiatives designed to cut compliance costs, facilitate shareholder engagement and to cut red tape.

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