Shareholders, Partnership & Joint Venture Disputes

We are living through the Fourth Industrial Revolution. Businesses are becoming more sophisticated, new frontiers are emerging and the value chains of today are continually disrupted by the introduction of new technologies for tomorrow. Financial markets have increased in size, number, product offerings and efficiency. Capital flow across the globe has become as fluid as never before.

It is not uncommon to see a joint venture or partnership forming and operating on a global scale e.g., using Japanese money, Korean technology, Australian primary resources and a Chinese manufacturing base for a U.S. market. Gone are the days when disputes were comprised purely of local parties, issues and laws, especially for a firm like ours which serves clients operating across borders in the APAC region.

Our dispute resolution practice has kept abreast of the steady push for change in the global arena and the challenges presented thereby to our clients. Our highly experienced experts have assisted many multinational corporations and government agencies with their disputes in Australia and cross-border disputes with an Australian element.

Professionals

Tin-Lok Shea

Partner

Timothy Chan

Partner

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Corporate and Commercial Disputes,Shareholders, Partnership & Joint Venture Disputes,Contracts & Commercial Agreements

03 March 2022

Freedom of Contract: Can parties contract out a statutory limitation period? The High Court says yes.

One of the basic principles of Australian contract law is freedom of contract: parties are free to enter into an agreement on whatever terms they choose. With that principle, a question always arises as to what extent parties can limit or exclude the operation or effect of statutes. In Price v Spoor [2021] HCA 20, the High Court of Australia concluded that a statutory limitation period under the Limitation of Actions Act 1974 (Qld) can be contracted out by an agreement between parties as it is not contrary to public policy.

Director's Responsibilities,Corporate Advisory, M&A,Director's Duties Disputes,Shareholders, Partnership & Joint Venture Disputes,Corporate Governance

27 October 2021

When quorum cannot be constituted at shareholders’ meetings

In a dispute between shareholder and director or joint venture partners, particularly of a small proprietary company, or when company affairs are in deadlock, a common method of opposition by a shareholder is to refuse to attend a shareholders’ meeting so the necessary quorum is not present and the resolutions cannot be passed. In such circumstances, court may intervene to convene a meeting and prescribe a quorum. Section 249G of the Corporations Act 2001 (Cth) (Corporations Act) provides that: "249G – Calling of Meetings of Members by the Court 1. The Court may order a meeting of the company's members to be called if it is impracticable to call the meeting in any other way.