Areas Of Practice

Edensor Nominees Pty Ltd v ASIC This was an extremely complicated Corporations Law matter involving the purchase of shares in Yandal Gold. The matter proceeded through the Federal Court, the Full Federal Court to a Special Leave Hearing in the High Court at which our firm represented an Applicant. http://www.austlii.edu.au/au/other/hca/transcripts/2002/M44/2.html

Speculative proceedings before takeovers panel quashed In June of this year Morris Landau of this firm acted for a public company listed on the Australian Stock Exchange ("the listed company") in an application brought against it in the Takeovers Panel. The applicant was a director of the listed company. The application was made under Section 657A of the Corporations Act 2001 ("the Act") and primarily sought to challenge the placement of a large parcel of 18 million shares. It was alleged that the placement was made without formal Board approval and that the directors had been acting in concert with a substantial shareholder in order to have the Applicant removed as a director at an upcoming Board meeting. There were other disputes including a dispute relating to beneficial ownership tracing notices issued by the applicant without Board approval. The extra ordinary meeting at which the applicants/ director was expected to be removed as director, was set to take place within days of the filing of the application with the Takeovers Panel. The Chairman of the Takeovers Panel immediately appointed three of the forty seven members of the Panel to form a sitting panel to adjudicate this matter. Within twenty four hours of the referral the sitting panel convened a meeting between them to discuss whether the application had any merit. Prior to this meeting we made written submissions on behalf of the listed company seeking an immediate dismissal of the application. We also advised the panel that the shareholder that had received the disputed share allotment, was prepared to give an undertaking not to vote its shares at the upcoming extra ordinary general meeting. Based upon the submissions made by our firm on behalf of the listed company, the Takeovers Panel declined to commence any proceedings against the listed company. The Panel found that the application was based upon "speculative assertions" among other things. The Panel also held that the Applicant had failed to prove that he had the requisite authority to issue the tracing notices. As is its usual practice, the Takeovers Panel distributed its draft decision and media release to the parties for comment. The draft decision and media release recycled many of the "speculative assertions" made against the listed company. Our firm made further submissions to the Takeovers Panel, requesting that the Panel send a clear message to future applicants that it will not allow itself to be used as a vehicle to recycle speculative and unfounded allegations against a company and its directors. The Takeovers Panel decision and media release were substantially amended in line with our submissions. Decisions and media releases of the Takeovers Panel can be accessed through their website which is found at www.takeovers.gov.au

Sensation Yachts Limited v The Yacht "Texas" This is a matter currently in the Federal Court in which a large luxury yacht was arrested pursuant to Admiralty and Maritime law. Our firm acts for the Yacht and the matter is continuing to be heard in the Federal Court.

William Yunghanns by Peter N Yunghanns his Litigation Guardian v David Yunghanns and Ors In this matter our firm acted for one of the parties in an enormously complex family trust dispute. Prior to the matter resolving, it was listed for a hearing for 12 weeks and still stands as one of the most complex matters in which our firm has been involved in the last few years. www.austlii.edu.au/au/cases/vic/VSC/2000/438.html www.austlii.edu.au/au/cases/vic/VSC/2000/505.html

Valespring Investments Pty Ltd & Ors Ats Crystal Auburn Pty Ltd & Ors This was a Federal Court matter involving the sale of the "Wobbies World" amusement park involving allegations of, amongst other things, misleading and deceptive conduct. The matter proceeded through two separate trials and then a lengthy assessment of damages hearing before Justice Goldberg and is now concluded. www.austlii.edu.au/au/cases/cth/federal_ct/2004/821.html

Staging Connections (Vic) Pty Ltd & Ors Ats Village Roadshow Theatres Pty Ltd & Anor This matter involved allegations of oppression of a minority shareholder and proceeded in the Commercial List of the Supreme Court of Victoria before Justice Warren (prior to her appointment as Chief Justice). It was a complicated corporations law matter involving a nationwide business and shareholdings of millions of dollars. Following the initial hearing on oppression, the matter successfully resolved prior to the court making a finding as to valuation. www.austlii.edu.au/au/cases/vic/VSC/2000/332.html

ACIB Accumulus Pty Ltd (subject to a Deed of Company Arrangement) & Ors ats Vijay Kumar Natarajan This matter involved an application by the Plaintiff to set aside a Deed of Company Arrangement in the Supreme Court of Victoria. The matter was heard before Justice Mandie and involved complex insolvency arguments regarding the role of administrators and the court discretion to set aside Deeds of Company Arrangement. Judgment was delivered and our client was successful. www.austlii.edu.au/au/cases/vic/VSC/2006/22.html

ASIC Investigations Our firm has become quite specialised in acting on behalf of entities and individuals being investigated by ASIC. Our firm has represented a number of people who have been involved in Section 19 examinations, ASIC investigations as to insolvent trading and ASIC directors' duties and insolvency audits.

Intra-family disputes Although our firm does not act generally in family law matters, over the last five years our firm has had considerable experience in intra-family disputes involving corporate family structures such as unit trusts, discretionary trusts, wills and estates and so on. Our firm has acted for individuals within a family structure who are involved in litigation with their children, siblings or parents and we have found that such litigation is often bitterly contested and requiring significant specialist attention.

Partnership disputes Over the past few years our firm has acted in numerous intra-partnership disputes for, amongst other entities, legal firms and accounting firms. We find those disputes are often bitter and emotional and require significant experience in handling them in a sensitive manner. We have acted for partners of top tier legal firms in respect of their partnership disputes and groups of accountants in the dissolution of their partnerships often with highly successful and commercially practical results.

Lubavitch Mazal Pty Ltd -ats- Yeshiva Properties No.1 Pty Ltd & Ors This was a dispute heard and determined in Sydney. We acted for the registered Mortgagees in respect of a significant number of properties, including a synagogue. The dispute was extremely well publicised and our client was successful in every step of the litigation which resulted in the matter being successfully resolved. www.austlii.edu.au/au/cases/nsw/supreme_ct/2003/535.html www.austlii.edu.au/au/cases/nsw/supreme_ct/2003/755.html www.austlii.edu.au/au/cases/nsw/supreme_ct/2003/615.html www.austlii.edu.au/au/cases/nsw/supreme_ct/2003/714.html www.austlii.edu.au/au/cases/nsw/supreme_ct/2003/714.html www.austlii.edu.au/au/cases/nsw/supreme_ct/2003/778.html

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