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Examine me please! How shareholders are utilising the Liquidation process to resolve disputes
Substantive Law| What area(s) of law does this episode consider? | Insolvency law, in particular the powers of a liquidator and the public examination process. |
| Why is this topic relevant? | The effect of COVID-19 on the health of businesses, despite government strategies to ‘flatten the insolvency curve’, will likely see many businesses enter formal insolvency processes, including liquidation, as a result of the pandemic. A study of external administrators’ reports lodged in 2017-2018 found that 4.9% of external administrators intended to hold public examinations to question a company’s officer or another person about the financial affairs of the company.[1] 2020 and the coming years may see this statistic increase, due to the severe economic effects of COVID-19. |
| What legislation is considered in this episode?
| Corporations Act 2001 (Cth) Winding up and powers of the liquidator: Section 461(1)(k) Corporations Act 2001 (Cth) – enables the Court to wind up a Company if it believes it is just and equitable to do so. Section 467(4) of the Corporations Act 2001 (Cth) – the Court must make an order for winding up if it is of the opinion that the Applicant is entitled (to such an outcome) in the absence of any other remedy and the Applicant is not being unreasonable in pursuing the winding up. Section 472 of the Corporations Act 2001 (Cth) – On an order being made for the winding up of a company, the Court may appoint a registered liquidator. Section 473 of the Corporations Act 2001 (Cth) – A liquidator appointed by the Court may resign. Section 474 of the Corporations Act 2001 (Cth) – Where a company is being wound up in insolvency or a provisional liquidator of a company has been appointed, the liquidator or provisional liquidator must take into his or her custody or under his or her control, all the property which is, or appears to be, property of the company. Section 475 of the Corporations Act 2001 (Cth) – Directors and secretaries of a corporation that are the subject of a winding up in insolvency or by a Court must submit to the liquidators and verify a statement in writing, a report as to the affairs of the company as at the date concerned. Section 477 of the Corporations Act 2001 (Cth) – Liquidators have broad powers under the Act. For example, a liquidator of a company may carry on the business of the company (477(1)(a)), pay creditors in full (477(1)(b)), or to make compromises or arrangements with creditors (477(1)(c)). The powers also permit the sale of the company’s assets, legal actions and to obtain credit, amongst other things. Section 478 of the Corporations Act 2001 (Cth) – as soon as practicable after the Court orders that a company be wound up, the liquidator must cause the company’s property to be collected and applied in discharging the company’s liabilities (478(1)(a)) and consider whether he or she is required to settle a list of contributories. Public examinations: Section 596A of the Corporations Act 2001 (Cth) – The Court has a mandatory power to summon a person for examination where an eligible applicant (such as ASIC, a liquidator, administrator, or ASIC authorised person, among others), applies for examination. Section 596B of the Corporations Act 2001 (Cth) – permits discretionary examinations where the Court is satisfied that a person has taken part in or has been concerned in examinable affairs of the company and has been or may have been guilty of misconduct in relation to the corporation. Section 596D of the Corporations Act 2001 (Cth) – A summons in accordance with section 596A or 596B may require the production of specified books that are in the person’s possession and relate to the company’s examinable affairs. Section 596F of the Corporations Act 2001 (Cth) – gives the Court extensive powers to give directions concerning various matters that relate to the conduct of the examination |
| What are the main points? | The duties and obligations of a liquidator remain the same in a court-ordered winding up whether the company is solvent or insolvent and the process in a just and equitable winding up is no different to an ordinary winding up. However, liquidators in solvent windings up can consult their ultimate stakeholders – the shareholders – more readily than liquidators of insolvent companies and take into account their wishes. While public examinations are one type of investigative tool, they are costly to conduct. Liquidators may try to limit costs, by:
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| What are the practical takeaways? | Although liquidators are required to remain within the confines of the Corporations Act when exercising their duties, exercise of discretion is paramount, particularly depending on the type of liquidation or winding up. The choice to undertake a public examination, and the manner in which to do so, is one such exercise. In solvent windings up, considering the preferences of the shareholders, as the ultimate stakeholders, is a practical way to guide that discretion. |
[1] Australian Securities and Investments Commission, ‘Report 596 – Insolvency Statistics: External administrators’ reports (July 2017 to June 2018) [110].
| David Turner:
1:00 | Hello and welcome to Hearsay, a podcast about Australian laws and lawyers for the Australian legal profession, my name is David Turner. As always, this podcast is proudly supported by Assured Legal Solutions, a boutique commercial law firm making complex simple. Just a quick note before we begin, the episode of Hearsay you’re about to listen to was recorded in the midst of the coronavirus crisis and as a result of social distancing measures we had to conduct this interview over remote technology such as Zoom or Google Meet, the audio quality might be a little different than what you were expecting. Still we think it’s pretty good in the circumstances and we hope you enjoy the episode. Now every lawyer with some experience in corporate insolvency would tell you that the job of a court-appointed liquidator is to realise the assets of an insolvent company and distribute those assets to the company’s creditors in accordance with the priorities set down in the Corporations Act 2001 (Cth). But increasingly, the court-ordered winding up provisions of the Corporations Act are being used not to deal with insolvent companies, but to deal with solvent companies whose shareholders are in an intractable dispute. How are liquidators fulfilling this combined role of arbitrator, expert, and mediator? And how does it compare to the role of a court-appointed receiver? How does this novel approach to disputes benefit the parties? Joining me today to talk about the dynamics present in solvent windings up is Jason Porter from SV Partners. Jason thanks so much for joining me today on Hearsay. |
| Jason Porter: | Thanks for having me David. |
| DT:
2:00
3:00
| Now we usually think about the winding up process as an insolvency process, and most of the time it is, but it can also be used to resolve disputes between shareholders of a solvent company, for example where there’s a deadlock and the company’s wound up on the just and equitable ground. TIP: In this episode the term ‘winding up’ and liquidation are used interchangeably. A company can be placed into liquidation in a number of different ways including on an application by a creditor to Court and a subsequent winding up order being made, or by resolution of directors and shareholders in a creditors’ voluntary liquidation or a members’ voluntary liquidation, or after a voluntary administration or deed administration process. There’s also the power in section 461(1)(k) of the Corporations Act which enables the Court to wind up a company if it is just and equitable to do so. The reasons for winding up a country on this basis vary depending on the facts of the case, but past decisions have shown that it will be just and equitable to wind up a company where the company has achieved its purpose, or even when it’s irretrievably failed to achieve its purpose, where there is a deadlock between the directors and shareholders of the company such that the company can’t make decisions, where there has been a loss in confidence, or substantial and serious misconduct and mismanagement of the affairs of the company. Unlike other instances when a Court will make a winding up order on the petition of a creditor, there is no requirement that the company be insolvent if it’s being wound up on the just and equitable ground. And Jason you have some experience in those sorts of appointments, how do you see your role change in that context? |
| JP:
4:00 | Thanks David, well the role in a solvent winding up is quite a bit different from an insolvent company where normally us liquidators and bankruptcy trustees have that sceptical inquisitive eye going on. Where there’s a solvent winding up it’s usually the result of a dispute between partners or brothers, or sisters, or family members, or just directors of a company. And it’s usually more sitting there as sort of a referee in dispute resolution between those particular parties rather than delving into offences and you know ‘where’s the money gone’, that type of thing but some of those issues do normally come up as well. |
| DT: | Can you tell us a bit about some of those circumstances where you do end up with a just and equitable winding up or another kind of solvent appointment? |
| JP:
5:00
6:00
7:00 | I’ve had a couple in recent times, some of them have been through liquidation, some of them being more through a court appointed receiver, trying to deal with those two or a statutory trustee for sale when there’s a dispute about a company owning property. TIP: Jason’s reference here to being a statutory trustee for sale is a reference to an appointment under section 66G of the Conveyancing Act 1919 NSW. A statutory trustee is someone who is appointed by the Court to sell property. These types of appointments are common where property is co-owned and the owners can’t reach an agreement on whether or not to sell and one party can’t, or won’t, buy the other out. These applications can be common in family law disputes. One that I had last year was quite a large pool of assets where there were a couple of brothers who were directors of a company. One had started it and gone overseas to be the particular manufacturer of a particular product and he’d installed his brother to run the distribution side of that product in Sydney. He’d given his brother half of the companies and his 50% of the shares and then he’d gone away, and he’s pretty much spent 20 years overseas running the manufacturing side and didn’t really have his hands on what was going on locally with his brother. And a few transactions had gone through where there’s some claims between the two of them where one’s allegedly not aware of what the other claim might have been. So could have been management fees, it could be you know buying other assets, those types of things, some leases with family members, even the kids getting company cars and spending some money. And the brother overseas was a bit unhappy when his business started to wind down over there, and a few issues got between the two and the company was very asset rich it didn’t have much in the way of creditors. And they couldn’t resolve their dispute. They spend one or two years in court fighting between each other, a couple of sets of lawyers each. Eventually they got to court and a couple of liquidators were nominated from either side of it and both lawyers knew our firm and asked if they were comfortable having us appointed as provisional liquidators to begin with, which then flowed into court appointed liquidator, essentially it’s just to resolve that dispute and to see if they could have been some other way of distributing the funds after the creditors were paid out so it’s actually quite solvent, couple of million dollars sitting in their assets. My role there was to essentially realise some of those assets. There was a real estate property on the northside of Sydney, there were some shares and things in some ASX listed companies to sell, so I’m sitting on a big pool of money. At the moment and now they want an unequal distribution, something outside of what their ordinary shareholding is. |
| DT: | You described it this way before the episode and I’ve got to give credit to this description, but your role in that context is really sort of as a referee between two sides of the stories, isn’t it? |
| JP: | Oh it definitely is. I’ve had separate meetings with both sides of them where they’re quite vitriolic in what they think about what their only brother has done over the time during this process. And you know one feels very aggrieved, the other one’s a bit more laid back and ‘we’ll just go the 50/50 route and just split it up as per the shareholding and go on.’ But the other one, he almost wants all of it, because he says his brother has taken a certain amount of money out of it over the 20 odd years that he’s been running the business in Australia. |
| DT: 8:00
9:00 | During one of our other episodes we interviewed Professor Jason Harris about the voluntary administration regime we talked in that episode about the role of insolvency practitioners. Both voluntary administrators and liquidators have a whole range of hats to wear in the course of their appointment and then might be to investigate the affairs of the company, but there’s also investigating whether tax offences have been committed, whether offences under the Corporations Act have been committed and it does often have that investigative almost law enforcement kind of role in an insolvency context. But subject to one’s statutory duties, of course, that referee role of being the party in the middle of shareholders of an otherwise successful or solvent company, I imagine informs a whole lot of that in activities that you undertake because of that appointment? Probably even from the very first day of your appointment. When we’re talking about those day one activities whether it’s in the context of a provisional liquidation or a winding up with adjustable ground, how does that solvent context change the way you approach the job on the first day? |
| JP:
10:00
11:00 | Oh from a solvency point of view, going into a dispute like that you’re usually reasonably well informed about what the dispute is before you’ve taken the appointment, you’ve probably read the court orders which can be quite specific sometimes if it’s a court appointed receiver. TIP: The power of the Courts to appoint a receiver is found in the legislation establishing the Courts in each state and territory, in NSW the Supreme Court Act 1970 (NSW). The Court is also empowered to appoint a receiver under section 1323 of the Corporations Act which provides for the appointment of receivers to the property of an individual as well as a receiver to the assets of a company in certain circumstances, including where actions have begun by way of an investigation by ASIC or a prosecution of an offence of civil proceedings. Corporate receivership is regulated by Part 5.2 of the Corporations Act in relation to corporate appointments both by the Court and privately. You’ve probably seen affidavits of some of the parties in, so you’ve got quite a good knowledge of what the issues are going to be. Whereas in a normal court liquidation insolvency, you’re appointed by the tax office or another creditor, you know nothing about it going into it. These types of jobs are usually much more well-informed, so you can be quite targeted in what you need to do. Whether that’s asset recovery investigations, because you still have as you said statutory obligations. You still have things to look for potential offences and in the case we were talking about earlier, directors duties is one of them. And because there’s allegations between the brothers it’s still an important thing you need to look at because it might influence how a distribution might go unequal or not later on through the process. And you’re probably targeting different types of investigations early on whereas, the one we were talking about, it was clear from the start that we need to do public examinations straight away to get the two different sides of the stories. Yes we’ve read the affidavits, so we know a lot of the issues there and there’s bits and pieces of information floating around that you would get through your books and records collection as part of that process, but you need to delve into more. And with any good public examination you like to know the answer before you’ve asked the question. |
| DT: | Absolutely. |
| JP: | That’s why choosing a good barrister or solicitor to run those is very important. |
| DT: | And on that topic of public examinations, do you approach the public examination process differently as a liquidator of a solvent company, or the court appointed receiver of a solvent company? |
| JP:
12:00 | You do because you know what the end game is going to be. Where sometimes when it is an insolvent one, you don’t know what the end game is going to be. You can often get some big surprises doing any examination for an insolvent company where there could be monies disappeared, or there’s some offences. With a solvent one you know what the end game’s going to be. It’s about a distribution of the surplus funds that you’ve got there and yes, we always wear that sceptical hat, and you still need to work out how this might all play out, but it probably doesn’t need quite the level of investigation that maybe you would do for an insolvent one on certain aspects of the matter. |
| DT: | I suppose because of the circumstances of your appointment, you have a lot more information about the company’s current financial position, you know of an insolvent company that you are appointed to in an insolvent winding up might have quite poor books and records, whereas a company in this circumstance might have quite good financial controls. And in that solvent context, do you end up in a position where the creditors have been paid and you really only have a handful of stakeholders in the commercial outcome of the appointment and that’s the shareholders? |
| JP: 13:00
14:00
15:00 | Yes absolutely. The end game for them is getting a distribution whichever way that might be, and as liquidator we have obligations to be commercial too. So to do a whole huge examination or a big investigation process when creditors have been paid 100 cents in the dollar already, and it’s really just the shareholders who are having the dispute, I’ve got to be conscious of what return they’re going to get and what expenses they might have while whatever the dispute is between them it still needs to be resolved, it still needs to be done in a commercially sound way. And quite often you might put propositions to both sides before the examination. Trying to resolve that issue before you get there, you might wait till after you’ve done the examinations and see what actually comes out of that from the evidence they’ve given before the court. And then our role then is to put ‘this is what we found out, this is from our own independent investigations, this is from what you said at the examinations, putting all this together, we can see there’s issues in three or four different areas.’ And how does that affect the distribution out to those creditors? And you might put that to both sides back and get them to come back to you with their comments. Whereas if you’re dealing with an insolvent one, you’re just putting all this together and you’re making the decision and sometimes you might go to creditors and get them to approve something that you proposed. Particularly if there’s a compromise or anything like that. In this case it’s a matter of putting your proposed resolution to both sides and see if they come back. And sometimes one will tick the box ‘thanks that’s a good result for me,’ other times they’ll come back and say, ‘no I object for all these reasons.’ And sometimes they’ll come back with completely new information that you didn’t know, or they didn’t bring up at the examinations and that can complicate things a little bit. And then you have to take that information into consideration or disregard it in some cases because it might be completely irrelevant, or it might just be a personal issue they’ve got between the parties and it doesn’t affect really what you need to do when you’ve got to distil all that information away to get to really what’s the commercial outcome here and what’s fair and equitable, because that’s really what it’s about. |
| DT:
16:00 | You’ve got to have that commercial insight to identify what’s an issue and what’s not. And It is an unusual dynamic and one that’s not present in the insolvent situation where you can consult all of your stakeholders in that situation on the approach that you’re going to take. But I’m glad you mentioned proportionality or the commerciality of an approach because that often comes up in the context of an insolvent appointment. There’s a lot of discussion about proportionality of remuneration for example in an insolvent winding up and of course you have to take that approach to a solvent winding up as well. But some of our listeners may be acting for a liquidator or another kind of appointee in a solvent context, some may be acting for the parties to this dispute. In your experience Jason, what can the parties do if they are interacting with the liquidator or court appointed receiver or otherwise of a solvent company, what can they do to achieve the optimal outcome for their client in terms of ensuring a proportionate approach? |
| JP:
17:00
18:00 | Being a good commercial insolvency lawyer is also about managing your client’s expectations. So it’s trying to look at it from rather than being particularly biased towards your client which can sometimes happen because they’re your client and you want them to do that but your other interest if you’re a lawyer acting for that client is what’s the best outcome for them? And it might not necessarily be what they want, because they’re running on emotion. Which is often the case in insolvency, financial distress, even solvent situations, it’s all emotion and they don’t always think clearly about reducing the costs. It’s just ‘I know he’s done the wrong thing, I just want to get him. I don’t care what it costs to do that.’ And that’s not my job to rack up costs. I could easily do that, but I don’t want to do that. My job is just to get the resolution, get the money out to the parties in the most fair and equitable way and without costing a fortune. TIP: Proportionality has been a word often on liquidator’s lips since the Court of Appeal’s decision in Sanderson as Liquidator of Sakr Nominees Pty Ltd (in liquidation) v Sakr back in 2017. In that case the Court of Appeal overturned a first-instance decision which reduced a liquidator’s remuneration on an ad valorem basis. The Court of Appeal said that: ‘the mere fact that the work performed does not lead to augmentation of the funds available for distribution does not mean the liquidator is not entitled to be remunerated for it… Provided it was reasonable to carry out the work and the amount charged for it was reasonable, there is no reason a liquidator should not recover remuneration for undertaking the work.’ However, the Court of Appeal also said that proportionality is a relevant factor to approving remuneration, (it’s just not the only factor) and that a time-based calculation will not always be appropriate, so the area has been watched very closely since. Jason makes clear here that it’s just as important to take a proportionate approach in a solvent liquidation as it is in an insolvent one. Going to court is an expensive process, getting lawyers involved, getting liquidators involved is an expensive process. And our jobs to try and get to that end point as quickly as we can for the least possible cost that we can but bearing in mind all of our duties under the Act. |
| DT:
19:00 | And I suppose it’s a waste of resources if the parties have looked to an appointee like you to resolve the dispute to act in that referee role as you described, but if they then don’t approach that process or approach your deliberations in that process in that solutions-focused way. |
| JP:
20:00
21:00 | Well that’s right. I’ve got an example that only settled this week, it was actually a statutory trustee for sale matter rather than being a liquidation, but it’s family members fighting over a very large parcel of rural land, unencumbered. It’s worth many many millions of dollars and they wanted to have an argument about it and they’ve spent two years in court fighting and one wanted to buy the other one out and they couldn’t come to a resolution, they both had valuations completely different, $1-$1.5 million dollars apart. They couldn’t resolve it; they had two sets of lawyers each through this 2-year process, still couldn’t resolve it. Eventually I got appointed as the trustee for sale to sell it. And it was only after my appointment I think they suddenly realised how much it actually might cost to have a real estate agent sell this piece of land and they could potentially lose it out of the family too because my job is to put it to the market and then somebody else, a third party could come in and buy it. So while it’s not a liquidation, it’s still a similar process and it’s a family dispute and our role is to try to speak to the parties, give them a bit of a shake and say well this is what it’s going to cost you at the end of the day in real dollars, and you still might lose the property at the end of it. And that process, us being there and trying to be that referees, actually got them to a resolution and they’ve seen it, and they’ve come to an agreement, which is that they kept the property for far cheaper than appointing an agent. Not even 2% a $30-$40 million-dollar property, that’s a lot of money. So that’s resolved it from that point of view. And sometimes it’s hard because they are so emotional, thinking of the one with the brothers we talked about before, that’s all running on emotion. And one of them is not so emotional and the other one is very emotional. And they don’t always think about what the best result may be commercially for themselves. They’re thinking about ‘well I feel aggrieved for this reason and I just want that result.’ And you’ve got to do what you’ve got to do. And try to juggle those two different points of view. And you probably won’t make friends with any of them at the end of the day. Someone will be unhappy, or both will be unhappy, but it’s highly unlikely both of them will be happy. |
| DT:
22:00
23:00 | That’s right I think the old saying goes that ‘a good negotiation is one where both parties walk away unhappy because both parties have given up something.’ But that example, that statutory trustee sale, really brings to light an important part of this dynamic which is that while you do have a great deal of latitude in how you exercise your powers, because you can consult stakeholders, at the end of the day there are some statutory responsibilities that you can’t get around. And that example of if you’re going to sell that property well it has to be sold for at least its market price, or you have to do your best to achieve that market price and that means a public sale. And for those parties, that might be an unhappy outcome because the property does leave the family, even if it is at a market price. And so it really sharpens the mind in terms of what an actual outcome is. And I think, you know, we said earlier that this sort of process is akin to a dispute resolution or a referee role. It sounds like sometimes parties might take an approach where they have a positional role, they say, ‘this is my position and this is what I want.’ But aren’t focused on their interests which is ‘what do I really need? What’s important to me out of this process?’ Do you have any tips on helping parties to identify what it is that’s actually important to them in this sort of dispute? And get to that sort of resolution as you did with that statutory trustee sale? |
| JP:
24:00
25:00
| It’s not always easy. Every party has got a different agenda and a different point of view. And sometimes I have very good advisers who are commercial and who you can talk to and pick up the phone with and say ‘well this is where we think it should go, but your client is saying something completely the opposite,’ and having them sort of an advocate for the independent process as well as being an advocate for their client it’s sort of a juggling act for any advisor or lawyer doing them. But if they’re commercial, if they’re smart, they’ll want to do the right thing by their client even though their client might not necessarily agree. But trying to direct them in that point, in the way to do it and well, ‘the liquidator sitting there in the middle, he’s trying to get a result, he could be here for six months or he could be here for a year, it’s going to cost you this or it’s going to cost you this plus.’ And it’s not an easy thing to be the mediator in the middle. And I’m sure every mediator in town will tell you that it’s not an easy process. And trying to distil fact from fiction, which is what we do as an insolvency liquidator as well, trying to distil the fact from fiction, but we do it in this process as well. Often, because it’s solvent, you might get a bit more honesty as opposed to an insolvent company where people might be trying to hide things or brush them under the carpet a bit more. So pointing to the facts, trying to get some commercial sense into people, they’re sort of the things that you need to do as a, you need to be a people person as a liquidator. You can’t just sit in your office and close the doors and send an email out ‘so this is how we’re doing it.’ You need to get engagement, particularly in insolvent ones from both sides. Listen to their opinions. Make them feel the love sometimes, that you know that they want to be heard and they want to, sometimes it might just be getting their point of view out. Like doing the examinations with the brothers, one of them was all about getting his point of view out. Whether he was right or wrong, I don’t know whether he had all the facts or not, I don’t know, but he just wanted to get it out and he wanted to get it out publicly in a public examination. He was more than happy to sit there and testify and give his evidence. And the other brother was as well, he was quite happy as well to sit there and give his evidence. But you still have to keep that independent mind, not being swayed one way or the other to distil those facts. |
| DT: 26:00
| Throwing that psychological air to express one’s views is sometimes, you know, more important than a commercial result for some parties. I want to ask you about the court appointed receiver context. Now where you might have a solvent company with a business that can actually be traded on, in an insolvent receivership that sometimes the decision that has to be made is whether to continue to trade on a business, and it might be that that business can be traded for a finite period of time before it ceases to produce any utility, but how do you approach that decision in a solvent company where the business is a performing business? |
| JP: 27:00
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| I reckon it comes back to doing what’s right for the various stakeholders in the business. Yes the business might be trading really well, you’ve been appointed as a court appointed receiver because there is a dispute, and so one of them might want to trade it on, one of them might want to sell it, you’ve got to sit there again being the mediator and say ‘what’s best for the business and what’s best for the stakeholders?’ Because you’re adding another layer cost to this process, so it might be perfectly solvent now trading on really well. But we know that X many dollars a month is now going to be factored on top of the other costs of the business. Does that then change the margins and the profit that you might get from that business? And for court appointed receivers, there’s normally particular orders that you can sell to one of the other parties as part of that process, or you can go outside. So there’s options and it all comes down to the orders too. So if you’re engaged before the appointment with the legal side you can help facilitate the best orders for everybody involved so you’ve got the right powers to do things. And sometimes that doesn’t happen, but if you’ve the right powers under the orders once the court’s made the appointment, it’s in your hands and all the responsibility is with you. And you have to make that commercial decision to trade it on, to sell it, make sure you’ve got enough funding to do it. In the insolvent ones it’s usually in a bank or there’s a mortgagee sitting behind you with an indemnity and you know that if you’ve got that extra layer of expenses and there’s someone funding it on and you can give all the financials and things to the incoming purchasers. Court appointments are a little bit more difficult, sometimes you might need to go back to the court and get some more court orders and some directions on terms of how you’re running business and what the result might be. |
| DT:
29:00 | I’m glad you mentioned engaging with the parties before an appointment is made because these sorts of disputes can sometimes be resolved by arrangements where sealed bids are submitted for example and one party buys the other out of their bid is a common way of resolving deadlocks. But this idea about making sure that the orders that are made once an appointment becomes inevitable that the orders that are made, once an appointment has become inevitable, that the orders that are made are appropriate to help you to achieve the best outcome for the parties. In your experience, whether it’s in a court appointed receivership or some other kind of appointment, can you think about an order that was particularly useful to you getting the job done? |
| JP:
30:00 | It’s a really good question. There’s lots of orders obviously because there’s disputes being able to sell to a related party or a party to the dispute, so rather than just having to put it to auction which is one answer. But having orders where you can negotiate with other stakeholders. Sometimes those orders will allow no deposit to be paid if they are already a current owner or another party. So that can affect what the types of bids and things that are put in. Making sure there’s a power of sale, is always a good one. |
| DT: | Want to tick that box definitely. |
| JP:
31:00 | Absolutely! And the different types of sale. Sometimes orders will tell you ‘you can only sell this property by auction’ for example. And that’s not always necessarily the best result because you’ll go and talk to the agents and the valuers and you’ll say you’ve got this, whatever property it is, what’s the best way to sell it in the market? And they might turn around and say, ‘well expressions of interest is the best way to do this.’ But your order’s telling you to do an auction, so you’re sort of in a conflict position because this way might be the best way to get the market value, but this way is what the court has told you to do. TIP: The Court usually has quite a broad discretion in terms of the terms on which a receiver is appointed by the court; for example, section 67 of the Supreme Court Act in NSW simply says: The Court may, at any stage of proceedings, on terms, appoint a receiver by interlocutory order in any case in which it appears to the Court to be just and convenient so to do. A receiver of the property of a company also additionally has the powers set out in s 420 of the Corporations Act. The consideration of which powers a receiver should be expressly granted or which should be restricted therefore mostly turns more on commercial considerations than legal ones; you need to understand the task the receiver is being appointed to complete, and what powers they’ll need to complete it. You have to go back to court and try and change the orders in consultation with the parties and do that. So ticking those minute details in the orders, particularly for those types of jobs, is getting it right. Getting it right early so you’re not incurring any extra costs going back and forward to court. |
| DT: 32:00 | There’s a tension there, isn’t there, between having the specific powers that you need to get the job done but not encroaching on those powers to the extent that it’s uncommercial. In that context, restricting the way that you can sell. We’ve talked about how the solvent winding up process or a number of other appointments, like a court appointed receiver, can be used to resolve disputes between shareholders, or indeed family members or co-owners of property. Are there some situations that are just inappropriate for that sort of mechanism? |
| JP:
33:00 | I guess there could be. There could be other better ways to resolve it. If, it might be that all the parties at court get a mediator and that might be a lot cheaper than having a liquidator in there to resolve that dispute. Sometimes they’re just not going to agree and this might be the only way out – is to get somebody independent there. Unfortunately sometimes it’s a costly process but it just needs to be done. At the moment I’ve got another one where there’s 4 companies, 3 of them are investment companies, and 1 is a building company. And 3 of them are solvent and 1 of them is not. One of them is insolvent. Directors have been fighting for a number of years, one of them has even spent circa $200,000 in legal fees just to get the things wound up and ended up being credited voluntary liquidations in the end they filled it all out to a point in court and then they were going to put an administrator in, which wasn’t the right decision because they weren’t proposing a DOCA and 3 of them were solvent anyways. So it didn’t make any sense to do that. |
| DT: | Kind of a foregone conclusion that they were going to end up in liquidation anyway. |
| JP:
34:00
35:00 | Well that’s it and 3 of them are solvent. And there were some assets to sell and a mortgage book to sell, and we’ve been going through that process. But there’s again all sorts of claims between the two directors and how things should have been done, and there were construction management fees in the building company (which is the insolvent one). Then there were allegations of, you know, building it for themselves and using company money to build their own homes and that sort of thing. But it’s at the point now where, you know I’ve gone through the process, I’m just about finished selling the assets, some of the creditors have lodged proofs of debt. We’re hoping to review those proofs of debt and are they correct? And in this case I might have to get a special purpose liquidator in to review the proofs because they’re related party proofs, and lodge the proof against myself. So I’ve got to sit outside that process and get somebody independent to look at it. It doesn’t matter what I say to them, both of them hate me. So it’s trying to get to something that’s sort of palatable to them both and it’s not going to be easy, and they’re both going to be unhappy at the end of the day. |
| DT: | Sounds like a bit of a common theme in these sorts of appointments that being an impartial third party often means reaching a compromise that neither party is completely happy with. But it sounds like a takeaway for our listeners is that in advising a party, or a shareholder, or a creditor of the company in a situation such as this, it’s important to be open to that compromise. And to look for what the likely real commercial outcome is and aim for that rather than really giving fuel to the fire of a dispute that might be eroding value. |
| JP:
36:00
37:00 | Well that’s it because you’re the sensible, independent third party sitting there in the middle and you’ve got to distil all the facts that you can get together and put proposals to both. And they might be unhappy about that process but as long as you’ve done your job, you’ve kept independent, you haven’t taken one side or the other, even though one side might have been the one who nominated you for the job. So there’s always that risk that you’ll subconsciously favour them. You can’t. You’ve got to keep the blinkers on all the way through, distil all the information that you can and third-party information is usually better going through that process. It’s tough. You’re sort of juggling a lot of balls as part of the process and you’ve got to put a proposal and it might be that you can’t get any sense out of either of them or no agreement to it and you’re forced into a position to go back to the court and to say ‘well I’ve done all of this, I think this is, here’s all the reasons why, here’s all the evidence why I think this particular outcome is the right one and it’s fair for everybody. They don’t agree and I can’t get them to agree, I’ve tried. Here’s my long affidavit to say all the things that I’ve done.’ And then you have to go back to the court. And they’ll have their opportunity to put their own side to it as well, put their own effort in, sign the affidavits as well. And it might be up to the court eventually. You’ve done everything that you can to get there. Sometimes tick the box, you’ve done everything, you go back to the court with a consent order and it’s rubber stamped and everyone’s happy. Other times, and I can see a couple coming that are probably not going to end that way, where the court is going to have to say ‘well I’ve listened to Mr. Liquidator in the middle, and I’ve listened to both sides’ and hopefully Mr. Liquidator has got the commercial, sensible approach. Sometimes a little bit of luck goes a long way, |
| DT: | Absolutely. Well it sounds like a difficult job and definitely an unenviable position to be the person in the middle, but I think our listeners will really benefit from having heard your experiences on the topic, so Jason thanks so much for joining us today. |
| JP: | Thanks David. |
Part 2: Vince Pirina and Andy McEvoy
| DT: 38:00 | TIP: I’m now going to speak to Vince Pirina and Andy McEvoy of Aston Chace Group to get their insights on how shareholders are using the liquidation process to resolve disputes, in particular by requesting that liquidators utilise the public examinations process to investigate what are effectively shareholder disputes. |
| Vince Pirina:
39:00 | The day one tasks David wouldn’t be any different to an ordinary liquidation, so we’re obviously looking to initially preserve any assets if need be and almost immediately start that data collection process where we’re seeking the books and records of the company. So issuing normal demands and statutory notices to directors, you know, anyone else that might be relevant to try and collect as much information as we can for the purposes of our investigations. You know obviously, initiating that dialogue with each of the parties as well, you know, having a chat with them and putting them at ease is a big part of what I’d look to do on day one as well. |
| DT:
| It’s an interesting point you make there Vince about contacting the shareholders to make them feel comfortable with the process that you’re running. In an ordinary insolvent winding up often you’re doing that with a different set of stakeholders, which are your creditors, but here your stakeholders are the shareholders, who are probably also the directors and also the people who are holding all of the information you need. At the end of the day the people who have appointed you are the people who are interested ultimately in the outcome. How does that change the winding up process when compared to an insolvent winding up? |
| VP: 40:00 | I think it goes back again to the fact that the shareholders are there, they’ve sort of got us in there to perform a role, you know we are looking to obviously fulfil our statutory obligations but also are very mindful you know in trying to exercise a little bit of emotional intelligence putting ourselves in their shoes to say well, you know, these guys have run a business, they’ve got a lot invested in this, there is a dispute, that we will do everything that we can to sort discharge our obligations justly and equitably and that their interests will be looked after. I think that’s different to an ordinary scenario where a lot of the focus is around the creditors’ interests which can be quite different. |
| Andy McEvoy:
41:00
42:00
| TIP: In a solvent winding up after the liquidator has paid out any debts owing to creditors, the surplus is distributed to shareholders based on their shareholdings. Many solvent windings up are members’ voluntary liquidations, or MVLs, and this type of liquidation is governed by Part 5.5 of the Corporations Act. To initiate this process directors must call a meeting of members for the purpose of considering a resolution to wind up the company. Under section 494 of the Corporations Act the directors are required to make a written declaration of solvency; expressing the view that the company is able to pay its debts in full within 12 months from commencement of the winding up. A director who makes a false declaration of solvency is guilty of an offence. As a liquidator you’ve still got the same duties and obligations in a solvent winding and an insolvent winding up. So, I don’t think it makes a big difference about your legal duties and obligations, in fact it doesn’t make any difference. You still need to act independently, impartially and objectively. And in an insolvent and solvent winding up the liquidator still has you know duties to protect, collect and realise assets, to investigate the affairs of the company, to report to creditors, and to distribute funds. Now in a winding up on the just and equitable ground, where you’ve got potentially only two members who are the two directors, then yes, the focus on the stakeholders change, especially in that it’s a solvent winding up. So, the distribution of funds will be going to the members, so that needs to be, you know, in the back of the mind of a liquidator. But I guess where the difference is, because it’s a smaller company, then there’s probably a bit more scope for a liquidator to take a little bit more of a conciliatory approach as opposed to a very legalistic and formalistic approach. |
| DT: 43:00 | I’ve certainly had an experience in a solvent winding up where had the company been wound up in insolvency and there were a large body of creditors, we might have taken a very formal approach to collecting information and adjudicating on claims, but because there were only two other stakeholders who had equal interests in the company we were able to obtain their consent to a different more cost effective approach and a determination of their claims on a kind of expedited basis. Vince or Andy have you had an experience similar to that? |
| AM: | Yeah I think the key point is that, you know, a liquidator in a solvent winding up, as with an insolvent winding up, you still need to be making sure that you’re fulfilling all of your duties and obligations. |
| DT: 44:00 | Yeah, when you have a pair or a group of shareholders who are looking at a return on the distribution of their equity if they’re not happy with the costs position or what they expect the process to cost, I expect they’ll tell you. |
| VP:
45:00 | Oh yeah, yes, that’s a very very common theme running through these types of appointments. The incurment of costs, necessary costs, whether that be a service provider preparing tax returns for the partnership or an entity. Or my own time costs, I’m always very mindful that those costs are potentially eating into the equity available to the members at the end of the process. TIP: Before we get to Andy’s perspective on costs, let’s just recap how liquidators get paid. A liquidator is entitled to be paid reasonable fees for the work carried out in a liquidation, but only if there are assets actually available to pay them out of. The liquidator can only be paid where the amount of fees has been approved either by creditors or by the court. In a solvent winding up, the liquidator has to seek the approval of shareholders, or if that approval is not granted, the Court. Importantly liquidators are only entitled to fees that are reasonable. What is reasonable will depend on the type of external administration and the issues that came up to be resolved. Some are straightforward, while others are more complex. |
| AM:
46:00 | I’m just going to say on that point, where you have shareholders as the key stakeholders who are looking at the distribution of funds as a return on their equity, then they really are heavily invested in the process and what we’ve seen in the past is some of those shareholders trying to overreach and effectively control the process of the liquidation, so we’re always very mindful of that. Making sure that that isn’t happening. And I think the best way to do that is making sure that we’re providing our function as a liquidator you know pursuant to the rules laid in the Corporations Act and noting as well that ultimately the court will not allow the liquidation process to be impugned in any way and will protect that process as long as the liquidator is providing their duties and delivering that function objectively and independently. |
| DT:
47:00 | Let’s talk about public examinations. TIP: A public examination can be commenced by an ‘eligible applicant’ such as a liquidator, who summons company officers or others involved in the examinable affairs of the company to be examined under oath in court. This process is governed by section 596A and 596B of the Corporations Act 2001 (Cth), which deal with mandatory and discretionary examinations respectively. It is one of the most powerful tools that can assist in investigating a company’s demise and obtain evidence that can be used in future proceedings against directors, or against recipients of preference payments and other voidable transactions. However, in a solvent winding up, where the surplus is going to be distributed to the shareholders who are probably the directors you’re about to examine, the examination process can be approached a little differently, as Andy will now explain. Public examinations are a tool that are used in insolvent winding ups, solvent winding ups, voluntary administrations. They can also be used by receivers where receivers apply to be eligible persons. How do you typically, in an ordinary case, say an insolvent winding up, how do you usually use the public examination process? |
| AM: 48:00 | I think the public examination just helps in the liquidation: it’s another investigative procedure and it’s a really powerful tool of a liquidator to obtain, you know, further information especially that it gives the liquidator the power to examine officers of a corporation and potentially any other relevant party that can assist with acquiring that information. So it’s a really powerful tool. |
| DT: | Yeah, there’s very few questions that are off limits so long as they relate to the examinable affairs of the company and often it’s used to explore claims against directors. In a solvent winding up context where you’ve been appointed by probably those directors, how does the public examination process change? |
| AM: 49:00
| I think it potentially where it may change is in terms of what I outlined earlier, that the key stakeholders now are the members because they are going to be seeking the return often as a return on their equity. So they’re, you know, heavily invested in the process, so I think what we would be looking to do is effectively make sure that we’re limiting costs as much as possible. So you know that may be for example trying to get evidence via affidavit as opposed to public examinations, and if we are conducting public examinations then trying to narrow the scope as much as possible of those public examinations. |
| DT:
50:00 | Andy, earlier you mentioned proofs of debt submitted by the shareholders or directors, that’s an interesting scenario because you then have a stakeholder who’s involved in two capacities: they’re both a creditor and therefore a priority over the shareholders or the members in terms of distribution. Do you see a lot of directors and shareholders making or submitting proofs of debts in these kinds of disputes? |
| AM:
| Yeah, it’s a good point. Because so often it’s you know the members have applied to have this wound up as a solvent winding up and we go through the process of calling for proof of debts. In that process one of the members may submit a proof of debt as a creditor potentially. Now, if we adjudicate that and accept that proof of debt if they’ve over inflated their potential claim, then potentially that could turn it from a solvent winding up into an insolvent winding up. So, yeah, it’s one of the interesting aspects of these jobs. |
| DT: | I’ve definitely had solvent windings up where directors have submitted quite substantial proofs of debt for remuneration or management fees, often on fairly generous hourly rates, how are those sorts of claims treated? Whether in an insolvent or a solvent winding up? |
| AM: 51:00 | Look I think they’re treated in the same way as in any type of liquidation, so you know we will obtain that proof of debt, we will look at underlying documentation if there actually is any substantial basis to that proof of debt that they’re putting forward and we will adjudicate in an impartial objective manner you know based on the experience I guess we’ve gathered over many years. |
| DT: | Have you ever seen proofs of debt submitted in that sort of context that are just completely implausible that just are never going to work but they’ve been submitted as kind of a hail Mary to advance that party’s position? |
| AM: 52:00 | Ah yeah, often and look they’re not too difficult to deal with to tell you the truth, it’s pretty easy to reject those types of proof of debts. |
| VP:
53:00 | Yeah, I agree with that, I think we see them popping up quite regularly but like any other proof that we’re ordinarily dealing with, you look at it based on the merits, the facts, the information that’s presented to you and often they’re quite easy to cast aside and reject ultimately. TIP: The adjudication of proofs of debt is a fundamental step in a liquidator’s role in distributing the assets of the company to its creditors. And this process is governed by Part 5.6 of the Corporations Regulations. Adjudication on proofs of debt is done in two stages firstly for voting purposes and secondly for distribution purposes. In regards to voting, the chairperson of the creditors meeting, usually the liquidator, decides whether to accept the debt or claim for voting purposes. The chairperson may decide a creditor does not have a valid claim and not allow the creditor to vote at all, or allow them to vote at a lower amount. In regard to distribution, liquidators act in a “quasi-judicial capacity” as an officer of the court in determining whether to admit or reject a proof of debt for dividend purposes. If a liquidator rejects a proof of debt, the ordinary remedy available to the person aggrieved by the decision is an application to the court under section 91(5) of the Insolvency Practice Schedule, to have the liquidator’s decision reviewed. |
| DT: | If a director or shareholder has a legitimate debt owed to them by the company, what are some of the steps that they can take to make sure that their proof of debt is sufficiently supported by evidence, that it will be accepted? |
| AM:
54:00 | I think potentially they can get some legal advice on first instance as well, to help them build up the supporting documentation, and build up the circumstances including the factual circumstances around their claim. So, some of the jobs we’ve been involved in, if there isn’t necessarily a great body of documentary material underlying their claim, it may be quite an obscure type of legal argument, then in those circumstances they may need to get a lawyer involved to build up that argument on their behalf and submit that with their proof of debt. |
| VP: | We have invited shareholders in the past who do have claims in these windings up as well to articulate whether it be a short form report, with some supporting documentation offered up to the other party for dispute. |
| DT: 55:00 | Let’s jump now to the end, or nearly the end, of your solvent winding up process, the documents are in, you’ve identified the issues, the public examinations have been completed, transcripts have been signed, what happens next? |
| AM: | So at that point in time, effectively the funds will need to be distributed. So, if there’s no creditors because it’s a solvent winding up, then those funds need to be distributed to members. Now to distribute funds to members, a liquidator generally needs leave of the court and that will be given as long as we’ve taken all steps to identify creditors. And I think at that point in time as well, it’s important to have a look at the shareholder agreements and constitution as well of the company just to understand how funds should be distributed to members in winding up if in fact those documents have tried to deal with that situation. For example, you know funds may just be distributed to ordinary shareholders, or they may need to be distributed in priority to special classes of shareholders. |
| DT: 56:00 | And where you’ve identified a claim that the company might have against one of these directors/shareholders, or perhaps you’ve identified some other issue that reduces that shareholders net position with the company after setting off a claim for example, how do you deal with that in the distribution process? |
| AM: | So at this point in time, so we’ve adjudicated, we’re going to distribute to members, so we’ve potentially already got directions from a court. So at this point in time we’re just distributing the funds. |
| DT: | Yeah so you might have identified… |
| AM: | We would have already done that adjudication process, so at this point in time it’s just a matter of, it’s just a logistical exercise I guess. |
| DT: 57:00 | Yeah, although if you’ve got a, say you’ve got two directors who are also shareholders so they have identical personality, and then you’ve identified a claim against the director for say breach of directors duties, so you now have a creditor to distribute to first, but there’s a claim that the company has against a third party. |
| AM: | Well I think that all needs to be dealt with before any funds are distributed. So I mean you can’t distribute funds until all of that has been dealt with, and if further legal action needs to be taken then a liquidator needs to do that prior to distributing any funds. |
| JP:
58:00 | Yeah, you would think that prior to that distribution process that you’ve gone through that formal adjudication process, to get to a formal adjudication process, you would have needed to have conducted all of your investigations, so I think that the uncovering of a claim would have probably been identified at that investigation stage in which case if there was something to identify, or investigate or to report in terms of breach of director duties, we would have done it at that particular stage. And there are obviously obligations on a liquidator even in a solvent winding up scenario to report any breaches onto the relevant authorities, ASIC and such. |
| AM: | Yeah, so I think if there was a claim like that identified by a liquidator then they need to, if they’ve got funding or they can get funding, then they need to potentially start that litigation process and deal with that before any funds are distributed. But look if there’s any sort of I guess crimes potentially uncovered by a liquidator during their investigations as well, then that all needs to be reported to the relevant authorities also. |
| DT:
22:00 | Yeah, so you guys are really in a position almost like an arbitrator or an expert to determine whether a claim exists. But once it exists, your binary option is either to litigate the claim on behalf of the company which can be quite an expensive process or settle that claim by consent with the defendant in that case, and I suppose with your one other stakeholder. What are some of the things that shareholders can do to limit the costs of that exercise? |
| AM: | I guess as well as long as the overriding duties and obligations of a liquidator are still being complied with, then I guess you can come to a deal with the claims and offset. |
| VP: | The issue though, that you often face in these types of scenarios, is that you know because of the protracted, often heated, nature of the dispute and the underlying dispute, you know, commerciality often goes out the window. So, presenting a potential deal for want of a better term around a claim that a liquidator might have might present some issues in terms of getting that ultimately approved by your other stakeholder. |
| DT: 23:00 | I suppose like any dispute resolution process, ultimately the willingness of the parties to engage in it in good faith and engage in it commercially, as you said Vince, is paramount. And if they don’t then, it’s going to be a lot more costly than it otherwise would be. |
| VP: | Which is when then we would obviously just move on like we would in any ordinary liquidation scenario. We would seek to litigate that through and to go down the usual paths available to a liquidator to try and resolve that as best as we can, as commercially as possible as well. |
| AM: 24:00
25:00 | Yeah, I think it is a good point that you raise in relation to that set off to the claim. So, if we’ve gone through the process and identified and realised property, called for proof of debt, we’ve adjudicated – we know how much money there is and what needs to be distributed to members, and then through the process if we’ve identified claims potentially against the members who’ve also been acting as directors, and then if we can come to I guess a commercial arrangement in relation to settling those claims noting that at all times a liquidator needs to comply with all of their duties and obligations, then those potential actions can be set off against the final distribution of funds to the members. Basically, you can seek directions from the court on any question which can effectively, you know, also switch over to a determination of substantive rights by the court as well, as long as those stakeholders were given sufficient notice of that. So I think that process is a really good tool for a liquidator as well, to help the liquidation proceed. |
| DT: | Andy in your experience, what kind of situation is well suited to seeking directions? |
| AM:
26:00 | I think it goes back to what we were talking about earlier on. Often in these types of winding ups on the just and equitable grounds, you’ve got two members who are so heavily invested in the process. And often because of that they overreach and try to control the process or they’re so set in their ways that no matter where you get to in a liquidation, their intention is just to litigate anyway. So, that directions tool is a way just to get, you know, effectively that buy in from the court to agree or otherwise on a course of action by a liquidator in circumstances where there may be really invested members who are litigious and aggressive in some circumstances. So it just gives additional protection to a liquidator. |
| DT: | With everything that we’ve spoken about today about these solvent windings up, it seems like so many issues can be resolved with prevention rather than a cure; with taking steps to put the mechanisms in place to resolve disagreements before they happen, with properly documenting the arrangements, the financial arrangements between the shareholders or the directors in the company. If you have to give a tip to small business owners today who aren’t in dispute with their shareholders, who are doing well so far but want to guard against that possibility in the future, what’s the one tip you’d give them, Andy? |
| AM: 27:00 | Look I think they need to get proper legal advice and accounting advice when they are developing their business structure and that advice needs to take into account situations of disputes down the track. And the best way to deal with those disputes when they arise. And you know, for many small businesses they do arise. |
| VP:
28:00 | And following on from that I think obviously after you’ve obtained that advice, documentation is key, documenting exactly how you propose to resolve an issue if it does arise at some point in the future. Having the appropriate mechanisms in place to deal with disputes as and when they arise is obviously key as well. What we do find is that a lot of the appointments that we are taking on, one of the first things that we are looking for is a copy of a shareholder agreement or some sort of documentation that at the time of incorporation detail exactly how particular issues will be dealt with. At the end of the day, everyone gets into business with the best of expectations and you know, a belief that all things are going to be rosy for the indefinite future, but ultimately that doesn’t prove to be the case in a lot of circumstances. So having those mechanisms in place and documenting it for that rainy day that scenario is always important. |
| DT: 29:00 | The pithy, almost trite advice that I’ve given plenty of times and I’m sure you guys have as well, is if you can’t agree on a dispute resolution process now, or you can’t agree on a buyout process now, you’re never going to be able to do it when the dispute comes up. So I think that’s really great advice. Andy and Vince from Aston Chase, thanks very much for joining us. |
| VP: | Thanks. |
| AM: | Thanks for having us here David. |
| DT | You’ve been listening to Hearsay The Legal Podcast. I’d like to thank our guests Jason Porter from SV Partners and Vincent Pirina and Andrew McEvoy from Aston Chace, for coming on the show. Now if you liked this episode about court-appointed liquidations and receiverships, try our interview with Professor Jason Harris about the effectiveness of the voluntary administration regime in Australia, which is another insolvency related episode – or for something different, try our episode about handling Lawcover claims for an ethics point. If you’re an Australian legal practitioner, you can claim one Continuing Professional Development point for listening to this episode – whether an activity entitles you to claim a CPD point is self-assessed, but we suggest this episode constitutes an activity in the substantive law field. If you’ve claimed five CPD points for audio content already this CPD year you might need to access our multimedia content on the Hearsay website to claim further points from listening to Hearsay. Visit htlp.com.au for more information on claiming and tracking your points on our platform. The Hearsay team is Tim Edmeades, our sound engineer, Kirti Kumar, our researcher, Araceli Robledo, our business development adviser, and me, David Turner. Nicola Cosgrove is our executive producer and director and brings it all together. Hearsay The Legal Podcast is proudly supported by Assured Legal Solutions – making complex, simple. You can find all our episodes, as well as summary papers, transcripts, quizzes and more, at htlp.com.au – that’s HTLP for Hearsay The Legal Podcast.com.au. Thanks for listening. |
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