This case highlights that the fiduciary duty to avoid conflicts of interest in particular will be strictly adhered to, with questions of fairness or unfairness of the relevant transaction being irrelevant.  Directors are reminded of the need to take great care to manage potential risks when involved in transactions in which they are acting as director of more than one company.  In particular, directors should check the rules in the companies’ constitutions around conflict of interest and if there is any concern, disclose their interest and seek approval of the companie

The Supreme Court of Western Australia recently handed down its decision in Soil and Contracting Pty Ltd v Boban Pty Ltd [2014] WASC 402 which confirmed that, notwithstanding the operation of s 459R of the Corporations Act, the slip rule is available to extend the time limit within which a winding up application may be determined.

SECTION 459R

Turner v Gorkowski [2014] VSCA 248

Whether application seeking a declaration for or against the title of the trustee to a trustee in bankruptcy under s 58(1)(a) of the Bankruptcy Act 1966 (Cth) is a ‘special federal matter’ within the meaning of s 6(1) of the Jurisdiction of Courts (Cross Vesting Act) 1987 (Cth).

On appeal, the Victorian Supreme Court of Appeal transferred a proceeding initiated in the Supreme Court to the Federal Court.

In the lead up to peak periods, many businesses come under financial pressure due to various internal and external factors. Seasonal sales may not have been as planned and provision needs to be made for employee holiday pay.

The latest statistics on insolvency appointments and companies entering external administration have been released by ASIC.

Re: Joe & Joe Developments Pty Ltd (subject to a Deed of Company Arrangement) [2014] NSWSC 1444

Recently, Courts have increased focus on the appropriateness of expenditure (including legal fees) incurred by insolvency practitioners and the steps they should undertake to determine if the costs and expenses are reasonable. Warren Jiear, Partner and Tim Logan, Associate look at a case handed down on 22 October 2014 that considered these issues and the implications for practitioners.

In the recent decision of Pt Bayan Resources TBK v BCBC Singapore Pte Ltd [2014] WASCA 178, the Western Australian Court of Appeal unanimously found that the Rules of the Supreme Court 1971 (WA) (RSC) were valid insofar as they empower the Court to ‘freeze’ local assets ahead of a possible foreign judgment.

FACTS

The directors of Joe & Joe Developments Pty Ltd (the Company), were Mr Tony Elias and Mr Joseph Kossaifi. The Company’s shareholders were the directors and their families.

In late 2005, the Companypurchased land in Narrabeen, NSW and constructed commercial and retail units on that land.  Differences between the directors as to what should be done in respect of the completed development emerged from early 2007 and had grown into a substantial dispute by 2008.

Introduction

Owen, in the Matter of RiverCity Motorway Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed) (“RiverCity”) [2014] FCA 1008