Law presentation done by William Chau at the YBL One Day MBA Conference.

1. William Chau
“What I wasn’t taught in Law School”

2. Introduction
• Broad generalisations on my experience in
practice
• Your results may vary
• General overview only
• Not a substitute for qualified legal advice

3. Possession
“Possession is 9/10ths of the law”
- Unknown (likely Roman origin)

4. Possession
• What it means: Don’t hand over valuable
property for a contingency, expectancy or to
someone you don’t know.
• Examples:
– Equity in a startup
– Vendor Finance
– Business Purchase where operator forms part of
goodwill (e.g. accounting)

5. Possession
• Why not:
• Tom and Jerry form a business together with
good intentions.
• Later, Jerry decides that he would like to go on
extended leave to Hawaii. He refuses to sign over
his shares to Tom.
• Tom might be able to bring legal action against
Jerry for the shares
• So what it will cost Tom at least $20,000 to do so
– crippling his startup.

6. Reading ≠ Lawyer
“I can read real good”
- Unknown

7. Reading ≠ Lawyer
• Just because you can read does not make you
a lawyer.
• English is merely the tapestry through which
legal concepts are expressed.
• Even worse is the person who doesn’t read a
document
• Even reading and understanding is not enough
– most of the job of a lawyer is to spot what is
missing

8. Reading ≠ Lawyer
• Examples:
– “The driver shall not proceed beyond the road
marking applicable in relation to the light in the
direction that makes with the direction directly ahead
an angle that has approximately the same number of
degrees as has the smaller of the angles that the
direction in which the arrow is pointing makes with
the vertical”
Motor Traffic Ordinance 1936, s.112B(1) (on
approaching a traffic light with a red arrow pointing at
an angle between the vertical and horizontal)
– “The tenant must seek the landlord’s approval before
altering the premises”

9. Alarm Bells
“Fools and obstinate men make
lawyers rich ”
- Unknown (Spanish)

10. Alarm Bells
“Fools and obstinate men make
lawyers rich ”
- Unknown (Spanish)

11. Alarm Bells
• Guarantee
– Guarantees originated during medieval times
– Guarantor was a prisoner of the beneficiary
unless/ until the guarantee was satisfied
– Subsequently evolved so that the guarantor was
not required to be a prisoner but had to present
themselves on demand to the beneficiary
– In modern times, guarantor stands in the shoes of
the guaranteed

12. Alarm Bells
• Indemnity
– Notice how insurance is called “indemnity
insurance”
– Ever wondered why?
– An indemnity shifts the risk from the indemnified
to the indemnifier
– E.g. From the driver to his insurance company or
from the Seller to the Buyer

13. Alarm Bells
• Restraint/ Non-Compete
– AKA Corporate Handcuffs
– Effectively try to minimise the flexibility
– Sometimes unavoidable
– Critically consider, why is it necessary? To what
end? Can you live with it?
– If not, negotiate early when you have bargaining
power and not later when already tied down

14. Ending Comment
“God, law is some tricky shit, isn't it?”
- Thelma in Thelma & Louise 1991

15. Q&A
• In order to produce an “at a glance” summary of
the law, certain simplifications and
generalisations must be made. This document
represents a generalisation regarding the law in
Australia as at the date of the presentation.
• The information and content of this presentation
is of a general nature only and does not
constitute legal advice. Any opinions expressed in
this document are the personal opinions of the
author only and not any organisation the author
is employed by, related to or affiliated with.