In the loop | Legal insights on leasing, exits + more

Описание: As we move through 2025, business owners are facing a fresh set of challenges—whether it’s negotiating lease renewals, navigating ATO clearance changes, or sorting out shareholder exits.

To keep you in the loop, I caught up with Special Counsel Natalie Melia from our Sydney Legal crew to chat through the legal issues that are coming up most frequently right now.

video transcript

1. commercial leasing— the market is changing

John: Nat, what are you talking to your clients about the most at the moment?

Natalie: A big one right now is market reviews in commercial leasing. A lot of my clients are reaching the end of their three- or five-year lease terms, and the market value of rents has jumped significantly, especially in Sydney and inner Sydney. Some businesses are finding they simply can’t afford the new rent.

John: So, does that mean they have to go into dispute negotiations?

Natalie: Yep, that’s where the dispute mechanisms in a lease come into play—if they exist! We help clients work through it from a practical and commercial standpoint, making sure they’re not getting locked into something that no longer works for them.

2. ato clearance changes— a new hurdle for property sellers

John: I heard there were some changes around ATO clearances for residential properties. What’s the story there?

Natalie: From the 1st of January 2025, a major change came into effect—every seller of a residential property must now obtain an ATO clearance certificate to prove they don’t owe the tax office any money.

Previously, this only applied to properties worth $750,000+, but now it applies to everyone. The ATO is processing thousands more applications, which means delays of up to 28 days. If you’re selling a property, don’t leave it to the last minute!

3. m+a transactions— watch out for sneaky retention clauses

John: What else is coming up in your conversations with clients?

Natalie: A lot of M+A transactions, and one thing we’re seeing more of is tricky retention clauses. Some contracts include performance-based KPIs tied to employment—meaning if you sell your business but leave within 12 months, you could lose a big chunk of your money.

John: So, it’s all about negotiation at the start?

Natalie: Exactly. You’ve got to go through the fine print early on and push back on anything that could come back to bite you later. Getting your accountant and lawyer involved upfront can save you from nasty surprises.

4. shareholder exits— the danger of no agreement

John: One more big issue you’re seeing?

Natalie: Business owners trying to exit a shareholder without a shareholder agreement in place. It’s a classic case of ‘we’ll sort it out later’—until later arrives and it’s a total nightmare.

We’re seeing issues where a shareholder needs to go—maybe due to misalignment, employment problems, or even fraud—but without an agreement, getting them out is a legal and financial mess.

John: And even if nothing bad has happened, not having an agreement just makes things so much harder, right?

Natalie: Yep, it can turn what should be a straightforward transition into a drawn-out, expensive process. If you’re in business with partners, do yourself a favour and get a shareholder agreement sorted now.


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