Negotiating to restore shareholder relationships.

We assisted our client – a minority shareholder in two large Canberra-based private companies – to address concerns about management by the director/majority shareholder.

Work included advising the client in relation to options to plan for effective, smooth exit of both companies and future dispute resolution including valuation disputes.

Through negotiation and mediation the client secured agreement to a detailed buy-sell agreement included clauses aimed at addressing several known trigger points for friction in a fair and equitable manner, including a detailed pathway towards appointment of an alternate company accountant independent of the director/major shareholder.

Successfully defending a deed of company arrangement.

We assisted our client – a deed administrator – to defend the validity of a deed of company arrangement in the Federal Court of Australia.

The central issues were whether the administrator’s report was sufficiently detailed and whether the vote in favour of the deed was valid.

Work included preparation of a detailed affidavit by the deed administrator, justifying his report and recommendations, and an appearance at hearing as solicitor-advocate.

Forth v R Developments Pty Ltd (Subject to a Deed of Company Arrangement) [2019] FCA 1004 (2 July 2019)

Restructuring a group of private companies and exploiting valuable IP.

We assisted our client – director/shareholder of a group of health sciences with international reach – to restructure for tax effectiveness and to efficiently protect and exploit valuable IP.

Closely following professional tax advice, we developed a structure that was able to quarantine past trading risk, minimise future legal and financial risk and introduce overall administrative efficiency.

Our work also included transfer/assignment of valuable IP holdings and introducing streamlined licensing arrangements.

In a later engagement, we also assisted this client with pre-contractual due diligence in relation to an international goods and services supply contract worth approximately $50 million.

Insurance coverage advice and declinature risk protection.

We assisted our client – whose workers accidentally caused a bushfire leading to greater than $20 million damage – to make an insurance claim and protect against declinature risk.

Work included providing policy coverage advice, obtaining a solvency opinion, quickly effecting an appropriate, legal restructure (closely following professional external tax advice), and arranging to appoint an external administrator.

This work preserved and protected the business at the same time as it opened the door for direct access between those people affected by the fire and the relevant insurer.

Ritchie v Advanced Plumbing and Drains Pty Ltd [2019] NSWSC 1028 (16 August 2019)

Consistent corporate governance and succession planning.

We assisted our client – one of several investors in multiple private companies – to achieve consistent corporate governance and succession planning.

Work included preparation of a bespoke corporate constitution dealing with topics such as key decision-making by directors and members; good and bad leaver provisions; dispute resolution, including valuation disputes; and enforceable confidentiality and intellectual property protections.

Afterwards, we assisted client to develop related legal precedents to use for current and future investment rounds including resolutions and share offer letters.

We acknowledge the Ngunnawal people as traditional custodians of the Australian Capital Territory and pay our respects to their Elders past, present and emerging.

Canberra is our home. We love this place with its beautiful distinct seasons, varying landscapes, strong sense of community, bustling urban streets and wide, open space.

Canberra is also Ngunnawal country.

Over many thousands of years, the Ngunnawal people have developed culture and connection to their Country, becoming expert custodians with extraordinary knowledge of environmental care and balance.

We look forward to meaningful and genuine legal recognition of all First Nations People.

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Ground Floor, Unit 10
36 Petterd Street
Page ACT 2614

Our postal address and street address are the same.

Our street address is a commercial unit located at Page shops (in Belconnen), on the ground floor, with no stairs and plenty of free open-air parking.

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+61 2 5104 3110

General Email Enquiries

admin@namadgilegal.com.au

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property@namadgilegal.com.au

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service@namadgilegal.com.au

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Please read our email disclaimer and technology disclosure before contacting us by email.