Corporate Advisory Bulletin – 16 April 2014

April, 2014

In The Media

Challenge to Great Southern D&O ruling postponed

A High Court challenge to the NSW Court of Appeal (NSW COA) decision regarding access to directors’ and officers’ liability (D&O) insurance in insolvency may not happen, with the Great Southern shareholder class action likely to end in a settlement. The NSW COA decision went against reasoning in New Zealand’s Bridgecorp case, and gave directors priority to access their D&O insurance above the claims of credit holders.

For further information please contact one of the Mills Oakley Corporate Advisory Team’s Partners (see details below).

Franchisees v Company owned stores: which performs best

The Franchise Relationships Institute has tested the theory that franchisees perform better than their counterparts in managed company owned stores. The results showed that business’ performance improved when they converted from company owned to franchisee structures, and declined in the reverse situation. However, if franchisors invested in company stores’ management support and incentive systems, and the stores had strong local markets, they performed as well or better than franchised stores.

For further information please contact one of the Mills Oakley Corporate Advisory Team’s Partners (see details below).

ACCC does not oppose IAG’s insurance acquisition

The ACCC will not oppose IAG’s acquisition of Wesfarmers’ insurance underwriting business.
They are the first and fifth largest general insurers, and are the two largest suppliers of rural insurance. However, the ACCC concluded that the threat of other insurer’s re-entry into these markets and the emergence of new competitors means the transaction will not negatively impact competition.

For further information please contact one of the Mills Oakley Corporate Advisory Team’s Partners (see details below).

Changes to the Personal Property Securities Act 2009

The Commonwealth government announced proposed changes to the Personal Property Securities Act 2009, which will simplify the requirements for leases of less than 12 months. Under the changes, only indefinite leases or leases for a term of more than 12 months will need to be registered. Additionally, this requirement will apply to all categories of goods.

For further information please contact one of the Mills Oakley Corporate Advisory Team’s Partners (see details below).


Australian Competition and Consumer Commission v Flight Centre Limited (No 3) [2014] FCA 292

The Federal Court has made declarations and ordered Flight Centre to pay penalties totaling $11 million following 5 attempts to induce three international airlines to enter into price fixing arrangements.  This is one of the largest penalties ever awarded for price fixing conduct, and is notable given the contraventions were merely “attempts” to engage in price fixing. However, these penalties were not calculated according to the largest maximum penalty available (10% of the contravener’s annual turnover). This was because the ACCC did not make any reference to Flight Centre obtaining a benefit from its contraventions in its pleadings, which is a material fact that must be established to claim the higher maximum penalty. Logan J held that applying the higher maximum penalty would deny Flight Centre procedural fairness as Flight Centre was lead to assume only the $10 Million maximum would apply.

For more information, please click here.

Raue v Morris and ors [2014] NSWSC 215

The Supreme Court of NSW ended an interim injunction preventing board members of The University of Sydney Union from putting forward a special resolution to expel one of its directors. Bellow J held that Court intervention to prevent the meeting from taking place indefinitely would be tantamount to the Court making the board’s decision. Accordingly it was inappropriate for the court to continue the injunction.

For more information, please click here.

Ubertini v Saeco International Group SpA (No 4) [2014] VSC 47

This was a case involving Saeco International (the parent company) and Saeco Australia (the subsidiary) each claiming the other had engaged in oppressive conduct, in breach of the Corporations Act. The court held there had been oppressive conduct on both sides, and left determination of the plaintiff’s relief for a further hearing.

For more information, please click here.

Events – Inta Conference 2014

This year, the International Trade Mark Association conference is being held in Hong Kong.  An estimated 8000 trade mark and IP professionals from around the globe are expected to attend.

Mills Oakley will be represented by Noelene Treloar, Special Counsel for Intellectual Property.  Noelene is a Registered Patent and Trade Marks Attorney and recently joined the firm to strengthen our IP capability.  Noelene will take the opportunity during INTA to meet with our overseas clients and associates.

If you would like to make contact with Noelene prior to or during INTA, please contact her via

Contact Mills Oakley


Warren Scott | Partner
T: +61 3 9605 0984


Daniel Livingston | Partner 
T: +61 3 9605 0965


Stuart Gibson | Partner
T: +61 3 9605 0092


Warwick Painter | Partner
T: +61 2 8289 5808


Gavin Douglas | Partner
T: +61 2 8289 5855


Simon Champion | Partner
T: +61 2 8289 7926


Tim Cox | Partner
T: +61 2 3228 0442



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