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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.

Want to learn more? Here is a short list of further resources:

Monitoring and Response Times

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The following two email inboxes are constantly monitored:

property@namadgilegal.com.au, the shared mailbox for our conveyancing team.

service@namadgilegal.com.au, our email address for formal service.

We aim to respond to urgent emails within 3 working hours, and all other emails within 10 working hours. Working hours vary between staff.

To enable our team to focus on client work, staff are not required to constantly monitor their named work email accounts. If your email relates to conveyancing, it is important to please use property@namadgilegal.com.au. If your email is intended to constitute formal service in connection with legal proceedings, it is important to please use service@namadgilegal.com.au. Otherwise, your email may be missed at a critical time.

General enquiries may be sent to admin@namadgilegal.com.au. However, please do not share confidential or privileged material with us until we have confirmed there is no conflict of interest.

Security

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Email is inherently insecure.

Including for this reason, you should never rely solely on bank account or other sensitive details supplied by email. These should always be verified a second way, for example by phone.

You and we have mutual rights and responsibilities in relation to email security.

Please refer to our Technology Disclosure for more information, including our disclaimer and limitation of liability.

Legal

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Our emails may contain confidential or legally privileged information.

If you are not the intended recipient, or if you believe you may have received an email from us in error, please notify the sender immediately and delete all copies.

For the purposes of the SPAM Act 2003 (Cth), all our emails are authorised by AM Hine Hogan Pty Ltd ACN 614 540 957 t/as Namadgi Legal ABN 51 614 540 957.

Country

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All our emails are sent from our home in Ngunnawal Country.

Do you know your Country?