Robert O'Keefe

Consultant

Corporate & Commercial

Qualifications

• LLB (Melbourne 1982);
• Dip. Taxation Law (Monash 1989);
• B.Bus (Accountancy) (RMIT 1976).

I joined Wisewoulds Corporate Transactions and Business Services Group as a Consultant in January 2008. I have been in legal practice since 1987, most recently as a partner of Coadys Barristers and Solicitors. I provide taxation and commercial advice and documentation predominantly to small-to-medium enterprise clients. My work in this area includes advising on the Commonwealth and State taxation implications of all commercial activities. I also act for clients in the preparation and advice on ATO and State Revenue Office audits, tax objections and appeals.

Before entering legal practice in 1987, I held the position of Senior Advising Officer in the Australian Taxation Office in Melbourne where I had over 17 years experience in all technical areas of that office.

Professional experience

I have advised clients on the taxation and other commercial aspects associated with a variety of commercial activities and transactions, including:

• Buying, selling and leasing property, including addressing income tax, CGT, GST, FBT, stamp duty and land tax issues;
• Business restructuring, including advising on shares issues, utilising discretionary and unit trusts and drafting partnership agreements;
• Buying and selling businesses, including advising on business acquisition structures and the advantages available under the CGT small business concessions;
• Business succession planning, including addressing income tax, CGT, FBT, GST and superannuation issues, and
• Succession, retirement and estate planning, including advising on legislation relating to self managed

  Matters in which I have recently acted for clients include the following:

  • Acting for two clients in a tax dispute resulting from an ATO audit relating to the sale of their farm property, which involved their eligibility for CGT small business concessions (in particular the CGT retirement concession). After making a detailed submission to the ATO, their position was accepted and the clients were able to make substantial contributions to their superannuation fund which resulted in a significant reduction in CGT.
  • Acting for Gordon Brothers Industries Pty Ltd, an industrial refrigeration manufacturer, on the multi-million dollar sale of the company’s business to the Hastie Group Ltd, a publicly listed company. This sale, which included business assets and leasing rights, involved discreetly managing the due diligence and contract negotiations to minimise staff and customer disruption before the sale was publicly announced.
  • Acting for Impact Printing (Vic) Pty Ltd and its owners on its multi-million dollar sale of business assets to a NZ group, which involved contract negotiations including addressing management agreements, retention payment, and profit incentive issues. I also negotiated consulting arrangements for the clients’ continued involvement in the business and advised on subsequent business structure and taxation issues.
  • Acting for an investor on the structure which could be used to purchase an investment property, addressing issues including CGT and the recently introduced surcharge on Victorian land tax for land held by trusts.
  • Acting for a client in relation to the stamp duty exemption for the transfer of land from a unit trust to a self-managed superannuation fund, where the superannuation fund held all of the units in that trust. This involved negotiating with the State Revenue Office, including the lodging of objections against duty assessments that were ultimately allowed in the client's favour.
  • Advising the management group of a large drilling enterprise on a management buy out of that business. This involved advice and documentation on the preferred business structure , financing arrangements, sale agreements, deeds of charge, chattel leases, consultancy agreement, option agreement and shareholder and unit holder agreements.

  Typically, my work will involve close liaison with my clients' other advisers, especially accountants, to ensure the tax and legal issues are addressed in a way that also achieves broader commercial objectives. A recent example of this approach was in the commercial advice and documentation I provided to the owners of FCL Interstate Transport Services Pty Ltd, on its $150 million sale of property and shares to the Linfox Group. This sale involved liaising with the client, and its financiers, accountants and merchant bankers, to negotiate and address all contract issues, including taxation warranties, retention payments and environmental issues.

  I regularly advise clients on ATO and State Revenue Office audits, tax objections and appeals. Recently, my work in this area has included:

  • Advising clients on a number of employee benefit arrangements involving employee share plans, employee benefit trusts and superannuation funds;
  • Acting for a number of clients at the objection level with the ATO and in appeals to the Administrative Appeals Tribunal;
  • Acting for a large property developer and provider of building and maintenance services in relation to a dispute with the State Revenue Office regarding the assessment of land tax.

  Professional Memberships

  I am a member of the Law Institute of Victoria, the Taxation Institute of Australia and a number of CPA tax discussion groups.

  Admissions

  • Supreme Court of Victoria;
  • High Court of Australia.