39 Offices in 19 Countries Doing Business in Australia – Legal Perspectives AACC Energy Conference 2014 Lisa Butler Senior Associate (Admitted in Western Australia) Squire Sanders

39 Offices in 19 Countries Disclaimer The contents of this presentation are general in nature and should not be construed as legal advice related to individual situations or as legal opinions concerning such situations. Counsel should be consulted for planning and advice. The application of laws and statutes may vary depending on particular circumstances. Squire Sanders does not assume liability for any damage that may be caused to anyone as a result of any action or omission on the basis of the information contained herein.

3 Levels of regulation Federal Local State/ Territory Foreign investment Company regulation Trademarks/Patents Environment Taxes/Fees Mining licences Development Planning/zoning Industrial relations Oil & Gas licences Heritage Common Law

4 Business structures Branch office vs. subsidiary company Types of companies in Australia  Similar but different! Use of joint ventures  Incorporated vs. unincorporated Other entities  Partnerships; trust; sole trader; franchises; associations Reporting and Compliance ASX Listing Rules

5 Foreign Investment Approval Foreign Investment Review Board (‘FIRB’) Policy based… Can apply to offshore companies with Australian subsidiaries or assets Thresholds differ depending on nationality of investor and nature of investment  US investors  State owned companies  Sensitive sectors  Agriculture – proposed new thresholds No threshold for ‘Australian Urban Land’.  Beware! ‘Australian Urban Land’ is broader than it sounds.

6 Oil and Gas legal framework Crown ownership of minerals  Statutory licences  Commonwealth and State regimes  Impact on due diligence Environment  Commonwealth and State regimes  Water Land Access  Private Land; Nature Reserves; etc. Native Title and Aboriginal Heritage

7 Native Title

8 Other important considerations Taxation Federal --- Income; CGT; PRRT; Excise; Customs State --- Land; Payroll Transaction --- GST; Stamp duty; Registration Fees; Project/permit fees Your Workforce Visas Minimum terms and conditions for employees Superannuation Unfair dismissal Occupational health and safety Competition and Consumer law M&A which substantially lessens competition Misleading & Deceptive Conduct Anti-competitive behaviour; Misuse of Market Power; Price maintenance Product Liability Infrastructure Access

9 Dealing with Government The importance of knowing:  the right person to speak to  their processes and timeframes  their policy (and their view of what the law says)

10 Recent Developments Change in Federal Government (Sept 2013) Carbon Tax MRRT FIRB – Agriculture Streamlining environmental approvals New Privacy Principles Planned Competition Review Changes to Fair Work legislation O&G Regulation Moratorium in Victoria Review in WA Proposed planning regime in Qld

11 Questions?

12 Worldwide Locations Cincinnati Cleveland Columbus Houston Los Angeles Miami New York Northern Virginia Palo Alto Phoenix San Francisco Tampa Washington DC West Palm Beach Bogotá+ Buenos Aires+ Caracas+ La Paz+ Lima+ Panamá+ Santiago+ Santo Domingo Beirut+ Berlin Birmingham Bratislava Brussels Bucharest+ Budapest Frankfurt Kyiv Leeds London Madrid Manchester Moscow Paris Prague Riyadh Warsaw Beijing Hong Kong Jakarta+ Perth Seoul Shanghai Singapore Sydney Tokyo North AmericaLatin AmericaEurope & Middle EastAsia Pacific + Independent Network Firm