Shareholder Disputes & Valuations
213N44: Gain in-depth, targeted guides to the most critical issues arising in shareholder disputes. Work through the key elements & strategies involved in derivative actions. Master the practicalities of shareholder oppression cases. Delve into crucial considerations in winding up a company on just and equitable grounds. Gain insights into the procedures and tactics needed to navigate shareholder dispute actions, injunctions & remedies. Examine the key valuation issues in shareholder agreements.
Description
Attend and earn 4 CPD units including:
3.5 units in Substantive Law
0.5 units in Professional Skills
This program is applicable to practitioners from all States & Territories
Chair: Brit Ibanez, Partner, Hamilton Locke
9.00am to 9.05am Opening Comments by the Chair
9.05am to 9.50am A Guide to Derivative Actions
- Foundation of derivative actions
- Discussion of the derivative action provisions contained in Part 2F.1A Corporations Act 2001 (Cth)
- Review of case studies
- Conclusions, considerations and practical tips
Presented by Chris Kintis, Partner, ClarkeKann Lawyers
9.50am to 10.35am Shareholder Oppression: The Company in the Courtroom
- A review of the operation of ss232 and 233 of the Corporations Act
- ‘Commercial unfairness’ in the oppression context
- Case studies: in-depth analysis of a number of corporate oppression cases
- Practical suggestions
Presented by James d’Apice, Special Counsel, Chamberlains Law Firm
10.35am to 10.50am Morning Tea
10.50am to 11.35am Shareholders Behaving Badly: Are There Just & Equitable Grounds to Wind Up the Company?
- Checklist of commons reasons for disputes between shareholders
- Section 461(1)(k) Corporations Act 2001: the key considerations
- Case studies of the grounds on which a company may be wound up outside of insolvency
- Breakdown of trust and confidence
- Deadlock in management of the company
- Fraud, misconduct or oppression
- Serious concerns about the company’s compliance with its statutory obligations
- Section 467(4): a remedy of last resort
- The courts’ reluctance to wind up a solvent company
- Are the applicants unreasonable in not pursuing another available remedy?
Presented by Rebecca Hegarty, Principal Lawyer & Head of Commercial Advice, Coleman Greig
11.35am to 12.20pm Actions, Injunctions & Remedies: the Barrister’s Perspective
- Overview of actions and injunctions available in a shareholder dispute
- Section 1324 injunctions
- Breakdown of the strategies and evidence you need to get an injunction
- Meeting the onus of proof in shareholder disputes
Presented by Edwina Keynes, Barrister, University Chambers
Professional Skills
12.20pm to 1.05pm Valuation Issues in Shareholder Agreements: What’s at Stake?
- When are valuations required under shareholder agreements?
- A guide to utilising valuation formulas
- Detailed breakdown of different valuation methodologies in formula based valuations
- Tips and traps to including valuation clauses in a shareholder agreement
- Strategic advantages and disadvantages
- When and how to use a valuation formula
Presented by Dan Taylor, Managing Director, Alpin
1.05pm to 1.15pm Final Q&A and Closing Comments by the Chair
Presenters
Brit Ibanez
Brit’s experience includes the full range of regulatory and dispute resolution services, from risk management advice through to litigation involving complex legal and factual issues. Brit's particular areas of expertise includes conducting litigation in regards to disputed contract rights and obligations, advising directors in advance of making critical board decisions, and providing advice in relation to responding to investigations commenced by ASIC. She also has expertise in insolvency litigation, advising responsible entities and trustees on the operation and management of their schemes, resolving shareholder oppression actions, and acting for parties in joint venture, partnership and M&A disputes.
Chris Kintis
Chris Kintis is an experienced litigation lawyer, a dispute resolution practitioner and a nationally accredited mediator. He has extensive experience in the mediation and management of commercial disputes and has represented clients across a broad range of industries, including manufacturing, retail advertising, mining and resources, financial services, transport, construction, property, agribusiness, hospitality, information technology and e-commerce.
James d’Apice
Admitted as a solicitor in 2008, James joined Chamberlains Law Firm in 2020. Litigation forms the backbone of James' practice. However, these days, James finds himself increasingly providing advice on his clients' conduct outside of court. James has acted for private clients, trustees, statutory corporations, unincorporated associations, proprietary companies, directors, shareholders, insurers and businesses in relation to the risks they confront, their rights, and their obligations. James' practice principally relates to corporate and commercial work. James also provides some advice in the intellectual property space.
Rebecca Hegarty
Rebecca is a Principal Lawyer at Coleman Greig Lawyers and the head of their Commercial Law practice. With a wealth of experience across commercial law, dispute resolution and insolvency, Rebecca manages and mentors a team of lawyers charged with helping clients to improve their business outcomes and achieve their commercial goals. Rebecca’s strong business acumen and comprehensive knowledge of the law and dispute resolution combined with Commercial Mediation qualifications, enables her to see the 'bigger picture' when working on an issue for a client. As a result, she adopts a unique approach - one that is both commercially astute and highly pragmatic – to deliver the best outcome in a variety of situations.
Edwina Keynes
Edwina has a broad commercial practice with particular expertise in corporate and personal insolvency, and banking related matters. Edwina is regularly briefed to appear in the Victorian and New South Wales superior courts, both led and unled. Her appearance work has included contractual and general equity disputes, liquidations and complex winding up proceedings, mortgage and debt recovery, and banking and finance related proceedings. Edwina also is briefed to advise and prepare in a wide range of matters including investigations and examinations by liquidators and trustees in bankruptcy, and investigations related to Royal Commissions.
Dan Taylor
Dan is Managing Director - Advisory of Alpin. He has over 20 years of advisory experience in areas of mergers & acquisitions, performance improvement, strategy, valuation and corporate restructuring, through working in corporate advisory roles for major accounting firms and boutique practices in Sydney & Adelaide. His key sectors of expertise are infrastructure, financial services, industrial products and construction. Dan has undertaken numerous engagements in these and other sectors involving business acquisitions, sales & divestments, due diligence, business valuation (for transactional, tax and financial purposes), expert witness reports, independent expert reports, strategic board / management analysis, operational & financial performance improvement as well as sitting on advisory boards of significant Australasian businesses.
Venue
The Grace Hotel
77 York St
Sydney 2000
NSW
Australia