Investigate 360: EP14 Australian Government passes new hate crime legislation

In this special bonus episode, we share a recording from a recent client webinar exploring the major corporate crime trends shaping the APAC region in 2026. Drawing on the firm’s newly launched Corporate Crime 360 Guide, HSF Kramer APAC partners Kyle Wombolt, Jacqui Wootton and Leon Chung break down the critical regulatory, enforcement and risk developments businesses should have firmly on their radar over the year ahead.

Following the Australian Government’s new federal hate crimes legislation that commenced in January 2026, HSF Kramer Partners Jacqui Wootton and Alice Molan and Solicitor Shaun Milligan unpack the new offences relating to “prohibited hate groups”, including what the recklessness standard means in practice for corporates, particularly across procurement, supply chains and corporate groups. We also explore proposed changes to the AML/CTF Rules and the practical steps reporting entities can take now to identify, escalate and manage prohibited hate group risk alongside other serious financial crime risks.

EP31: Collective Bargaining Under Pressure: Wages, Inflation, and the Fight for Fair but Sustainable Wages In this episode of Inside IR, Rohan Doyle and Natalie Gaspar explore the growing pressure on enterprise bargaining wage negotiations as we see unions pressing for wage increases that outpace the rising cost of living in the face of inflation and interest rate increases, at a time when employers are under immense pressure to reduce costs. Natalie and Rohan examine why productivity has become central to achieving sustainable wage outcomes, and discuss some of the other key developments driving up wage costs, including same job, same pay orders, and expanding enterprise agreement coverage. A timely and practical discussion for employers, HR and IR professionals navigating a highly charged bargaining environment.

In this episode, Employment Partner Tony Wood and Executive Counsel Lucy Boyd are joined by HSF Kramer partner (and Corporate law icon), Priscilla Bryans. The team unpack what really happens behind the AFR headlines and discuss an array of issues, starting with the recent data showing a spate of CEO turnovers from both Australia and the US. Tony, Lucy and Priscilla also discuss: • Why succession planning is so important, and why it takes so much time • The impact on the cap on termination benefits under the Corporations Act • How STI and LTI incentives are a key issue in executive separations and why there is more interest than ever from shareholder activists and proxy advisors • The greater accountability of executives for misconduct and behavioural issues, coupled with the plethora of laws regulating bullying and whistleblowing • The changing composition of Boards and why the critical mass of female non-executive directors is changing the leadership culture of big business

Breach of Principle 1 – Banque Havilland vicariously liable for senior employees’ lack of integrity On 3 February 2026, the Upper Tribunal handed down its judgment finding, among other things, that Banque Havilland had breached Principle 1 of the FCA’s Principles for Businesses (the requirement to conduct business with integrity), on the basis that the firm was vicariously liable for the actions of its senior employees. In Episode 11 of the FSR Brief, Jon Ford, Kate Meakin and Izzy Salzedo discuss the Upper Tribunal’s exploration of vicarious liability and agency law as a novel route to establishing a breach of Principle 1, and consider questions of liability and attribution from both a corporate crime and financial services regulatory perspective. The discussion also touches on the Upper Tribunal’s more generous approach to penalty and mitigation when compared with the FCA’s decision. For further background read our blog post: https://www.hsfkramer.com/notes/fsrandcorpcrime/2026-posts/the-curious-case-of-banque-havilland-a-firm-held-vicariously-liable-for-a-lack-of-integrity

Toby Eggleston and Naison Seery discuss Australian tax treatment of earnouts and contingent consideration in M&A, noting increased use to bridge valuation gaps and that outcomes depend on TOFA, deal terms, metrics and payment timing, with ATO views still being tested. They outline the ATO’s shifting historical positions on whether earnout rights are separate CGT assets, buyer cost base treatment, and potential CGT event D1 exposure. TOFA is a key starting point for large taxpayers and can apply to contingent rights as financial arrangements, with timing and character mismatch implications; a business sale exception may exclude earnouts contingent on economic performance (not solely turnover/receipts), with uncertainty illustrated by the Merchant case. Outside TOFA, CGT applies and the look-through earnout rules may allow proceeds/cost base to reflect actual payments if strict conditions are met, including active asset and a hard five-year payment window. 00:09 Welcome 00:25 Why Earnouts Matter 01:26 ATO Views Over Time 05:44 TOFA as the starting point 07:27 TOFA Mechanics and Timing 09:27 Business Sale Exception Tests 10:53 Structuring Contingencies 13:26 In or Out of TOFA 17:37 Outside TOFA and Look Through Earn out rights 18:46 Look Through Requirements 20:12 Five Year Rule Pitfalls 23:39 Wrap Up and Key Takeaways

In the first episode of Deal Talk, our partners, Mia Harrison-Kelf, Geoff Kerrigan and Li-Lian Yeo discuss the key findings from our latest Global M&A Outlook. The episode reflects on the defining features of the 2025 deal market and explores what they mean for M&A activity in Australia and globally in 2026. Including deal volumes, valuation dynamics, regulatory scrutiny and execution risk. A practical discussion for anyone involved in planning, approving or delivering transactions.

Season 2 Episode 1: From Compliance to Capability: AUSTRAC’s Expectations for Corporate Australia In this episode of On Just Terms, Herbert Smith Freehills Kramer disputes partners Jason Betts and Bryony Adams speak with Brendan Thomas, CEO of AUSTRAC, about the evolving financial crime risk landscape facing corporate Australia. Over the course of their discussion, Mr Thomas shares a number of invaluable insights about AUSTRAC’s expectations about the ways in which companies manage financial crime risk, with a particular focus on common mistakes and what ‘good’ looks like. This is a ‘must listen’ for any directors and executives at companies whose services are caught by Australian anti-money laundering laws but will also be of interest more generally to anyone with an interest in the governance and oversight of non-financial risk.

In this edition of the public law podcast series, Jasveer Randhawa is joined by HSF Kramer Partner James Wood and Of Counsel (Australia) Christine Iacono. Together, they discuss key points around engaging with advertising regulators, specifically the UK's Advertising Standards Authority (ASA). Their discussion covers the ASA's investigation process, as well as the consequences of non-compliance with the ASA's Advertising Codes. They also touch on the use of AI in advertising, and some recent ASA rulings attracting debate over the regulator’s remit and approach. To conclude, they discuss the available options for challenging a decision by the ASA. Speakers: Jasveer Randhawa (Knowledge Counsel), James Wood (Partner), and Christine Iacono (Of Counsel) (Australia).

This is the first episode of "Cross-examining AI", HSF Kramer's podcast series on disputes & AI where we unpack the key developments in AI that are shaping litigation today. In this episode we discuss the Civil Justice Council’s interim report and consultation on the use of AI in preparing court documents and give an overview of the first cases to consider the impact of AI on privilege. This episode is hosted by Martin Hevey, a senior associate in our disputes team, who is joined by Emma Deas, a financial services litigation partner, and Charlotte Benton, a senior associate in our disputes team. Below you can find links to our blog posts on the developments and cases covered in this podcast. • Civil Justice Council publishes consultation on use of AI for preparing court documents https://www.hsfkramer.com/notes/litigation/2026-02/civil-justice-council-publishes-consultation-on-use-of-ai-for-preparing-court-documents • New York court finds client chats with generative AI tool Claude are not privileged https://www.hsfkramer.com/notes/litigation/2026-02/new-york-court-finds-client-chats-with-generative-ai-tool-claude-are-not-privileged • Upper Tribunal observes that uploading confidential documents into open-source AI tools waives client confidentiality and legal privilege https://www.hsfkramer.com/notes/litigation/2026-03/upper-tribunal-observes-that-uploading-confidential-documents-into-open-source-ai-tools-waives-client-confidentiality-and-legal-privilege • Navigating legal privilege issues when using AI https://www.hsfkramer.com/notes/litigation/2025-12/navigating-legal-privilege-issues-when-using-ai