We are a small Sydney practice of counsel, advocacy and private advisory. Our work is deliberately narrow: contested commercial proceedings, private wealth structuring, and quiet settlements for families who require discretion.
We publish our outcomes. 10 years, 312 matters, reported by year. Settlements count only where terms favoured our client; ongoing counts matters active as of 31 March.
When a commercial relationship fails in a manner that cannot be restored, the question is no longer whether to litigate, but how, where, and to what end.
We act for plaintiffs and defendants in contested proceedings before the Supreme Court of New South Wales, the Federal Court, and in private arbitration under ACICA and UNCITRAL rules.
Our practice concentrates on shareholder disputes, contested sale-of-business claims, and breach of fiduciary duty. We prefer, where possible, to move early and decisively toward a resolution that preserves the commercial interest of our client and avoids the publication that adversarial proceedings invite.
Families that have built capital over decades do not wish, in general, to discuss it with institutions that have existed for months.
We advise individuals, families and their related entities on the structuring, preservation and transfer of private wealth. Our work spans discretionary trusts, family constitutions, testamentary arrangements and cross-border estate planning.
We act as general counsel to a small number of family offices. We are engaged by introduction, and we accept a limited number of new engagements each year.
A well-drafted document is a modest instrument. It anticipates what a party may attempt, and it makes the attempt unrewarding.
Our transactional practice covers private M&A, shareholder agreements, senior secured financing and the formation of joint ventures between closely held companies. We draft deliberately, and we draft for the contingency that does not arise in the usual case.
We are instructed both by principals directly and, on occasion, by other firms in a supporting capacity where discretion is preferred to scale.
Most matters settle. Some do not. For those that do not, the quality of the advocate is the only variable that remains.
We hold standing briefs from three sets of commercial chambers in Sydney, and we appear personally in matters of sufficient complexity. Mr. Vance, in particular, leads the firm's advocacy practice and has appeared in 47 matters before the Supreme Court of New South Wales since 2019.
Where leading counsel is required, we brief from a defined panel. We do not run auctions between sets.
1.The Plaintiff, Redacted A. (“A.”), is a founding shareholder of the Respondent company. The Second Respondent is the managing director and majority shareholder, holding 62% of the issued shares.
2.The Plaintiff seeks (a) an order under s.232 of the Corporations Act 2001 that the affairs of the Respondent are oppressive; and (b) an order that the Second Respondent purchase the Plaintiff's shareholding at fair value.
3.In or about March 2022, the Second Respondent caused the company to enter a management services agreement with a related party on terms manifestly below market, for which no shareholder consent was sought.
4.By notice dated 14 August 2023, the Plaintiff's access to financial records was withdrawn, in breach of the shareholders agreement dated 2 February 2019 at clause 9.2.
5.Further or in the alternative, the Plaintiff pleads breach of fiduciary duty and seeks an account of profits in respect of the matters pleaded at paragraphs 3 and 4 above.
6.We advise that the Plaintiff has a strong prospect of obtaining orders under s.232 and 233 in respect of a compulsory buy-out at fair value, exclusive of any discount for minority.
7.The matter should proceed in the Supreme Court of NSW, Commercial List, with a preliminary application for expedition on the basis of the Plaintiff's impaired access to company records.
— below market. Cl. 9.2 — key. Buy-out, no minority disc.“The better result is not the more visible one. A matter closed in a telephone call is still a matter closed.”