Allens Report: Lessons
to be drawn for lenders
and directors from the
Bell Group appeal decision
Partner Diccon Loxton looks at the recent
appeal decision of the Western Australian
Court of Appeal in the Bell Group litigation1,
a saga concerning work-outs, which suggests
that company directors and banks can be
subject to increasing judicial scrutiny, and
that courts are overcoming their reluctance
to second-guess directors’ decisions in
determining whether there is sufficient
‘corporate benefit’. What does it mean for
future practice?
How does it affect you?
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The judgment has some significant
things to say about directors’ duties
under general law (which continue in
addition to their statutory duties) and the
possible liability of lenders and others as
constructive trustees.
Lenders may want to take a more cautious
approach in work-outs in taking security
and guarantees, particularly when they
are not providing new funds. They cannot
assume that they will be no worse off
if the transaction is set aside – they risk
losing more than they stand to gain. This
may make work-outs more difficult to
achieve.
Lenders may want to take more care in
their procedures for taking guarantees
generally from companies in corporate
groups, and pay greater attention to
the position of individual companies in
assessing corporate benefit.
Directors may also need to take a more
cautious approach more generally. In
particular, directors in a work-out have
one more reason to obtain independent
legal advice.
Lenders dealing with corporate groups
should take some care to make sure they
are not structurally subordinated to other
financial creditors, and that subordinated
creditors are truly subordinated in the
structure.
The Bell Group saga in a
nutshell
On 17 August 2012, the Western Australia
Court of Appeal handed down its 1024-page
appeal judgment. The appeal was from the
2643-page judgment of Justice Owen handed
down in October 2008.
The case concerned an attempted work-out
in January 1990. In that work-out, banks
took guarantees and security from a large
number of companies in the Bell Group,
and control over all proceeds of sale of their
assets, in exchange for the banks postponing
the maturity of their previously unsecured
loans. The companies also subordinated
their intercompany debt, but the banks gave
no new funding. More than a year later, the
companies went into liquidation and the
banks enforced the security and recovered
$283 million.
The companies and their liquidators sued.
Among other things, they claimed that
the guarantees and security, and the
subordination, had been given in breach of
directors’ duties (in very broad terms, that
there was insufficient corporate benefit). In
part this was because the companies were
insolvent and it prejudiced other creditors.
They said the banks had the requisite
knowledge of that breach and were liable
as constructive trustees. Two of the three
appellate judges agreed. All three judges
agreed the transactions should be set aside
under bankruptcy legislation. The trial judge
had said the companies were insolvent, and
this was not appealed.
Westpac Banking Corporation v The Bell Group Limited and others [No 3] 2012 WASCA 157.
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If the judgment stands, the banks between
them must pay an amount estimated to
be between $2 and $3 billion – the amount
received from the security plus monthly
compound interest at an overdraft rate plus
1% pa.
Much of that amount will ultimately be
returned to the banks as creditors in the
winding up, but a significant portion will end
in the hands of holders of subordinated bonds
issued by a special purpose finance subsidiary,
which on-lent the issue proceeds to Bell Group
companies. The Court of Appeal (2:1) found
that the on-loans were not subordinated,
overruling the first instance judge. The result
is that the bondholders are not effectively
subordinated to the banks. From the banks’
point of view, there will be substantial
‘leakage’ to the bondholders.
Statute law has significantly changed since the
events examined in the case. Nevertheless, it
is a significant case study of a work-out, and
most of the issues arose from general law
duties, not corporations legislation. Many of
the underlying principles remain relevant and
there are lessons to be drawn.
Banks
Loans
Subordinated
Bond Holders
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Su uaran
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Guarantee
Original
Committed Bell
Companies
On-loan
Other Bell
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Subordinated
Bonds
BGNV
On-loan
The lessons learnt:
practical tips and
precautions
The lessons for directors and lenders involved
in work-outs or when lenders take guarantees
and security include the following. They arise
from either or both of the first instance and
appeal decision.
Section 187 Corporations Act
2001 (Cth)
But first, one useful precaution whenever
wholly-owned subsidiaries are involved and
there may be questions of corporate benefit
is to have a provision in the subsidiaries’
constitutions allowing their directors to act in
the best interests of the holding company, as
contemplated by s187.
That was not available at the time of the
Bell Group transactions but, in any event,
would not have helped (the companies were
insolvent, and the court may have said the
transaction was not in the best interests of
the holding company).
When companies in a solvent
group are giving a guarantee of a
new financing
Directors:
(i) in the case of a wholly-owned subsidiary,
prefer that it has a provision in its
constitution contemplated by s187;
(ii) where you can’t rely on it separately,
examine the position of each company
in determining corporate benefit, and
minute it;
(iii) ensure that the minutes of any meeting
are accurate and a meeting is actually held
for each company;
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(iv) if you are at all unsure whether there
is sufficient corporate benefit, and you
need to rely on s187 or, as a last resort,
shareholder ratification, satisfy yourselves
as to the solvency of the company both
before and after giving the guarantee; and
(v) if you need a shareholder ratification,
because there is insufficient corporate
benefit and s187 isn’t available, ensure
the ratification is fully informed and
recognises expressly that the transaction
may not be in the best interests of the
company.
(viii)at least if you rely on ratification by the
company’s shareholders or s187, satisfy
yourself as to solvency.
Lenders:
Directors:
(i) ask for your standard requirements, unless
you have good reason not to, and be
careful in giving them up; in other words,
avoid being in a position where you can be
accused of wilfully or recklessly shutting
your eyes, or having suspicions;
(ii) where relevant, ensure each company has
a s187 provision in its constitution;
(iii) in relation to each company, where you
can’t rely on s187, unless the corporate
benefit is readily apparent, get defensible,
reasonable statements (preferably
extracts of resolutions, not full minutes)
which set out the reasons why the
directors are entering the transaction
and the corporate benefit (not simply a
statement that there is corporate benefit);
(iv) be cautious about you or your lawyers
drafting those statements;
(v) be very wary of accepting evidence
of directors’ resolutions which are
implausible (that is, they set out
formalities that may not be followed);
(vi) be cautious about proforma resolutions
set for every single company;
(vii)if you rely on ratification, ensure it follows
the requirements set out above; and
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When companies in a group are
asked for security or guarantees
while in financial difficulties or
seeking a workout
Follow the recommendations listed above
with more caution, and, in addition, do the
following.
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get separate legal advice (this has already
become the practice in large work-outs,
motivated particularly by concerns about
liability for insolvent trading, and, for listed
companies, liability under disclosure laws);
obtain and critically examine forwardlooking cashflows showing a prospect of
paying, continuing or refinancing existing
debt; and
for each company, be cautious as to
creating security in favour of one group
of creditors to the exclusion of others,
unless there is new funding, or a plan or
a reasonable prospect of a plan for the
company to continue to pay creditors, or
other real benefits.
Lenders:
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obtain and critically examine cash flows
showing a prospect of paying, continuing
or refinancing existing debt;
be aware of the potential issues and
requirements for directors (see above); it
may well be better for you if directors are
independently advised;
ask for your standard requirements in
relation to information, certificates and
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the like, and do not give up the request
without significant caution; in other
words, avoid being in a position where
you can be accused of wilfully or recklessly
shutting your eyes, or having suspicions;
it is considerably easier to establish
corporate benefit if the lender provides
some new funding, and, in any event,
there should be some capacity within the
work-out to pay other creditors as they fall
due; and
treat with caution any proposed
guarantee from a company that has not
previously given a guarantee of the debt.
own difficulties. The Bell Group companies
depended on asset sales proceeds to pay their
debts as they fell due and to service interest
on the bank loans and subordinated bonds
and the associated on-loans. Apart from a
web of intercompany debts between the
companies, the only other creditor of any
significance (and then only in respect of few of
the companies) was the Australian Tax Office
under a tax assessment which was being
disputed.
After months of negotiations, TBGL and most
of its subsidiaries entered a ‘refinancing’
transaction with the banks under which:
The case in depth: the
facts
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The Bell Group Limited (TBGL), an Australian
listed holding company, and its English
subsidiary had borrowed money from banks
on an unsecured basis. The banks had once
had recourse to a number of other companies
in the group but that had been released.
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An offshore subsidiary of TBGL and another
subsidiary had issued subordinated convertible
bonds, guaranteed on a subordinated basis by
TBGL. The funds raised in the bond issues were
on-lent to TBGL and its finance subsidiary, but
the loans were undocumented.
Following its takeover by Bond Corporation
Holdings Limited, controlled by Alan Bond, and
a market decline, TBGL and its subsidiaries (the
Bell Group) were in some financial difficulty.
A number of the bank loans were on demand.
Most of the group’s assets had been sold and
the proceeds stripped out to Bond companies.
The main remaining assets and possible
cashflow sources were a publishing business,
their investments in, and loans to, each other,
and their investment in, and fees from, other
companies controlled by Bond (including Bell
Resources Limited), which were having their
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the term of the debt was extended;
the banks obtained security from the
borrowers, and guarantees and security
over principal assets from many other
members of the group, most of which had
not previously guaranteed the debt;
the borrower and guarantors undertook
that all asset sale proceeds were to be
used to pay down the bank debt or be paid
into escrow unless the banks otherwise
agreed (and the banks’ subsequent
practice was to give their consent to the
use of proceeds to pay other creditors
including bond interest); in other words, all
surplus cash was swept to the banks; and
intercompany loans within the Bell Group
were expressly subordinated (including
at a later date the on-loans of the
subordinated bond issue proceeds).
Most of the refinancing and security
documents were executed in early 1990 and
the documents subordinating the on-loans
in mid-1990. In April 1991, TBGL appointed
a provisional liquidator, and the banks then
enforced their security and realised the assets.
TBGL and a number of its subsidiaries,
the liquidators, and the trustee for the
bondholders sued the banks.
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The principal findings
Owen J at first instance found that:
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TBGL and its subsidiaries were insolvent
when they entered into the transaction
and insolvency was judged looking
forward for 12 months;
the directors knew, or should have known,
that the companies were insolvent, or
nearly insolvent;
entering the transaction involved a breach
of the directors’ duties to act in good faith
in the best interests of each individual
company and for a proper purpose. These
duties were fiduciary duties;
the banks knew of the breach, and were
therefore liable as constructive trustees,
for the amount received plus compound
interest (more than $1.6 billion), but
only under the first limb in Barnes v
Addy (knowing receipt), not the second
(knowing assistance);
there was no breach by the directors of
the duty to avoid a conflict of interest
merely because they were directors of
other benefited corporations;
the on-loans from the offshore subsidiary
to TBGL and its finance subsidiary were
subordinated as an inferred term in the
informal on-loan contract; and
the transaction should be set aside under
provisions of the Bankruptcy Act 1966
(Cth) then applicable to companies.
Both sides appealed, but the finding of
insolvency was not appealed.
The Court of Appeal decision was even less
favourable for the banks. It found:
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by majority of two (Lee AJA and
Drummond AJA) to one (Carr AJA) that the
on-loans were not subordinated;
that the relevant directors’ duties were
fiduciary duties;
by majority of two to one that the
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directors of the various companies
breached their duties, but, except for
Alan Bond, there was no breach of the no
conflicts duty;
by the same majority, that the banks had
sufficient knowledge of the breach and
were liable as constructive trustees under
both limbs of Barnes v Addy;
by the same majority, that the banks
should repay the amount received plus
compound interest calculated at monthly
rests at Westpac’s overdraft rate plus 1%
pa; and
unanimously, that the transactions should
be set aside under sections 120 and 121
of the Bankruptcy Act, and the banks
required to pay compensation.
Changes in the law since
the case
The case was decided on the law as at 1990.
There have been a number of changes in
statute law since then.
The insolvency laws applicable to corporations
have changed significantly. Among other
things, the changes introduced a regime
to allow the setting aside of voidable
transactions in liquidation (including
uncommercial transactions), and the voluntary
administration regime and the accompanying
strict liability for directors for insolvent
trading.
There have been some changes in statutory
‘directors’ duties’: the Corporations Act 2001
(Cth) now contains (in section 181) obligations
on directors paralleling their general law
duties to act in good faith in the best interests
of the company and for a proper purpose, as
well as the duty of care and diligence (subject
to a business judgment rule) in section 180.
These are civil penalty provisions, which
means that a lender knowingly involved in the
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wholly-owned subsidiary to act in the
best interests of its holding company if
the subsidiary’s constitution allows it. It
provides that, in those circumstances,
they are deemed to have acted in
good faith in the best interests of the
subsidiary. But they are not deemed
to have acted for a proper purpose.
Is this a gap? Will the subsidiary’s
directors still be in breach of the proper
purpose duty? The answer must be
no, that if acting in the best interests
of the holding company is expressly
authorised by the constitution, doing
so must be a proper purpose.
breach can be liable for compensation. These
‘duties’ are in addition to the general law
directors’ duties, which continue.
On the plus side for lenders, there is now s187,
which allows a wholly-owned subsidiary to
put provisions in its constitution allowing
it to act in the best interests of its holding
company if it is not insolvent. The statutory
‘indoor management rule’, then in s68A of the
Companies Code, and now in s128 and s129,
has been changed to favour outsiders (though
it does not appear to have been raised in the
Bell Group case). These affect both general
law and statutory duties.
Some relevant points
to note
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Some of the main factors influencing
the majority were the fact that the
transaction gave the banks security
and control of the asset sales proceeds,
enabling them to cut off payments to
other creditors, and there was no plan
for reconstruction. Other creditors were
prejudiced.
The fact that it would postpone
liquidation, allowing a more orderly
realisation of assets for a higher price, was
insufficient benefit if it meant that all the
proceeds of the realisation were diverted
to only some creditors. The purpose of
the transaction was seen to provide the
banks with security in priority to others.
Some directors, the court found, were
also motivated by a ‘Bond-centric’ view of
trying to stave off pressure on the Bond
companies.
Owen J at first instance also pointed out
that the position would have been very
different had the banks provided new
money. The Court of Appeal mentioned
this but did not concentrate on this
aspect, and it is not clear whether it would
have been definitive.
The majority found there was no or
Directors’ duties
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All three judges saw the general law
duties to act in good faith in the best
interests of the company, and to act for
a proper purpose, as two separate duties.
Commonly, these two duties are elided. In
cases concerning guarantees, the courts
more usually concentrate on the duty
to act in good faith. The duty to act for
a proper purpose is more often seen in
contexts like the directors issuing shares
to avoid takeovers.
The majority found a breach of both
duties. They focused as much on the
proper purpose duty as the other. This is a
significant development, in two ways:
(i) It can give a significant opportunity for
judicial review of directors’ decisions as
seen below.
(ii)It could also raise a question mark
as to the operation of s187 of the
Corporations Act. That section
effectively allows directors of a solvent
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insufficient examination by directors
of the position of each company. The
directors’ duty was to the individual
company, and, though they may normally
consider the group position, as the
companies approached insolvency their
interests diverged. The majority thought
that the breaches were so ‘egregious’ that
they did not need to apply the test in the
Charterbridge case2, which applies where
directors of companies in a group do not
separately cast their mind to the position
of each company.
Carr AJA came to a very different
interpretation of the facts. He thought
that the directors did have a broad
strategy (if not an exact plan) for saving
the group; that they had no other
option, other than liquidation; that they
negotiated hard; and that the banks
reserved their right to retain control of
cash flow mainly to prevent a sweeping
of cash to the Bond interest, with the
intention (as proved to be the case) that
they would allow payment of other
creditors as they fell due.
His views on directors’ duties were also
different in some respects. The directors
could, to a greater extent, take account
of their position in the group. The court
should apply the Charterbridge test as to
what a reasonable director would do when
there is no separate consideration for a
company. He had different views on the
application of the proper purpose duty,
outlined below.
The majority significantly extended what
is very loosely called ‘the duty to creditors’
– traditionally seen as a requirement that,
when the company is in an insolvency
context, directors must consider the
interests of creditors as part of their duties
to the company.
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They said it was more than just an
obligation to consider creditors. It was a
requirement not to prejudice creditors,
though still owed to the company,
not creditors. It required there to be a
consideration of the position of each
creditor, to the point of requiring an
examination of whether the defence of
the tax office claim would be pursued and
whether it would succeed.
The majority gave no guidance as to
the boundaries of what is an insolvency
context, as to how close to insolvency the
company must be before the principle
applies. Owen J in the first decision gave it
a wide compass.
The standard applied to the directors was
high. The majority thought the directors
should have investigated a number
of issues. The directors of the English
companies in the group had gone to the
extent of obtaining separate advice, but, in
the eyes of the majority still failed in their
duties, as they did not follow that advice
to the letter, and relied on statements by
other Bell Group companies as to their
creditworthiness, rather than having a
separate investigation made.
Whether the duties are
subjective or objective, that is,
will the courts impose their own
standard?
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Traditionally courts have been reluctant
to ‘second-guess’ business decisions taken
by directors, but Drummond AJA expressly
said the courts are moving in that
direction. In this case, the court needed to
do so if it wished to overturn the directors’
decision, as at least one of the directors
genuinely believed what he was doing was
Charterbridge Corporation v Lloyds Bank [1970] Ch 62.
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in the best interests of the company.
Lee AJA went so far as to say that where
the company was facing insolvency and
the directors entered a dealing that had
the effect of prejudicing the interests of
creditors, it did not matter if the directors
honestly believed that the entry was in
the best interests of the company and its
creditors.
All the appellate judges followed the
traditional notion that the duty to act
in good faith and the best interests of
the company was subjective. The duty
was satisfied provided the directors
genuinely thought they were acting in the
company’s best interests.
The courts would only examine the
merits of the decision in order to test
as a matter of evidence whether the
directors genuinely believed it, or where
the directors of individual companies
had not turned their mind to the position
of those companies. (Note: s181 of the
Corporations Act appears to apply an
objective standard to a statutory ‘duty’
expressed in the same terms).
However, both majority judges placed
limits on this principle. Courts could still
overturn a decision of directors if no
reasonable board of directors could make
that decision, or it was made on irrelevant
considerations or without taking into
account relevant considerations (this is
known as Wednesbury unreasonableness,
a concept from administrative law).
This enabled them to re-examine the Bell
Group directors’ decision, using words
such as ‘unreasonable’ or ‘not rational’,
applying tests not normally seen in
fiduciary duties. Carr AJA thought that
there was a similar rule, that the courts
would not support an ‘irrational’ decision,
but did not think it applied in this case.
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The majority thought that the duty to
act for a proper purpose was to be tested
objectively. That is, the courts could
decide whether the directors’ purpose
was proper. This applies even where
the directors thought it was in the best
interests of the company. This can enable
significant court intervention, particularly
if the duty is applied as the majority
saw it.
Carr AJA in dissenting had different views.
While agreeing the test was objective, he
indicated there was some restraint on the
courts in applying it. He said the courts
would only upset decisions that would not
have been made ‘but for’ the improper
purpose. Courts traditionally take a broad
view of powers that are part of the general
management of the company, and as to
what might be proper. It is necessary to
identify the improper purpose, he said,
and in this case none were identified
Whether the duties are fiduciary
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All members of the court said that the
relevant directors’ duties were fiduciary,
even though the High Court had said in
relation to trustees that fiduciary duties
were limited to proscriptive duties (such as
not to act in conflict of interest or to profit
from the relationship) and not prescriptive
duties.
In the eyes of the majority (but not Carr
AJA), this seems to even extend to taking
positive steps, allowing them look at the
duty in terms of what is ‘reasonable’. Lee
AJA thought that the duty of care and
diligence was also fiduciary (or at least
that serious breaches of it could be seen
as a breach of a fiduciary duty), though it
was not relevant in this case.
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Whether there could be a
constructive trust in relation to
the breach of duty
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Because the duties were fiduciary, third
parties could be liable as constructive
trustees under Barnes v Addy if, as a result
of a breach of duty, they received ‘trust
property’ knowing of the breach, or they
knowingly assisted in the breach and the
breach was a ‘dishonest and fraudulent
design’.
Company property in the hands of
directors was treated as ‘trust property’
for this purpose, even though there was
no trust. The banks could be liable if they
had the requisite degree of knowledge
and could be liable even though they had
disposed of the company property so it
could not be traced.
For the second limb, the majority said
there was a low threshold as to what is
meant by ‘a dishonest and fraudulent
design’ though it meant more than a mere
breach. In this case, the breach was held
to be ‘egregious’, and the second limb of
Barnes v Addy could be engaged, even
though no dishonesty or fraud in the
common law sense was pleaded or proved,
if the banks had the requisite degree of
knowledge.
The necessary degree of
knowledge
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Both limbs of Barnes v Addy require
knowledge. The majority held the relevant
types of knowledge are the first four in
the list of Peter Gibson J in Baden v Societe
Generale3
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(i) actual knowledge;
(ii) wilfully shutting one’s eyes to the obvious;
(iii)wilfully and recklessly failing to make
such inquiries as an honest and
reasonable man would make;
(iv)knowledge of circumstances which
would indicate the facts to an honest
and reasonable man; and
(v) knowledge of circumstances which
would put an honest and reasonable
man on inquiry.
In this case, the majority said the banks
had the types of knowledge listed in (iii)
and (iv).
The banks were fixed with all the
knowledge that was held by the agent
banks and by their solicitors. The agents
had a duty to receive information on their
behalf, and so the banks were deemed to
have the knowledge that the agents had,
even though they had not passed it on.
The solicitors had the requisite degree
of knowledge. This was demonstrated in
part because they drafted the minutes
of the directors’ meetings approving the
transaction.
The case gives no guide as to whether, in
some cases, third parties may be insulated
from having the requisite knowledge by
the statutory assumptions in ss 128 and
129 of the Corporations Act. Under those
sections, parties dealing with a company
are entitled to assume, among other
things, that its directors comply with their
duties to the company, in the absence
of actual knowledge or suspicion to the
contrary. That should be the case, but it
has not been tested.
[1993] 1 WLR 509.
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The nature and amount of the
remedy
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The majority said complainants were
entitled to equitable compensation.
One concern from the point of view of
lenders and directors is that equitable
compensation can be more extensive
than common law damages. It does
not have requirements as to causation,
foreseeability and remoteness. There is
simply a ‘but for’ test.
Another difficulty (though one not stated
in the judgment) is that statutes giving
proportionate liability do not apply. This is
a particular concern if fiduciary duties can
be breached, and compensation engaged,
if directors fail to take positive steps and
make enquiries.
The compound interest that was part of
the award is an alternative to an account
of the profits that the banks would have
earned on the amounts received as a
result of the breach of duty, hence the
high interest rate. No account is taken
of tax that would have been paid on the
earnings.
Even though much of the amount paid to
the liquidators would be returned to the
banks, it was, in the view of the majority,
appropriate to require the banks to pay
the full amount so that the liquidators
can calculate and make the necessary
distributions.
Ratification
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The Bell Group companies who were
shareholders and creditors of each
company that entered the transactions
ratified that entry. That ratification was
held to be ineffective where there were
outside creditors, as it did not involve
those creditors. Where there were no
outside creditors, it was still ineffective,
as it was not fully informed, as there was
no recognition of the absence of corporate
benefit.
Note the ratification was in relation to
general law duties, breaches of statutory
‘duties’ in ss180 and 181 cannot be
absolved by shareholder ratification,
though ratification can ameliorate the
possible consequences.
Set-off
The banks sought to set off the amounts
owed to them by the borrowers against the
amounts owed to the borrowers by way
of equitable compensation. The court said
there was no mutuality; the liability for
compensation did not arise through mutual
dealings before commencement of the
liquidation. Further, the compensation was
owed as constructive trustee.
What next? The High
Court
The banks have announced they are seeking
leave to appeal to the High Court. There
are a number of issues for the High Court
to explore, if it so wishes, but it remains to
be seen whether it will grant leave, and on
which issues. If it grants leave, then there
may be a while before the court hands down
its judgment. Until we know, we have an
appellate judgment that propounds a number
of principles and contains a number of
passages that can be quoted against directors
and lenders. Parties need to adapt their
practices accordingly.
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If you have any questions please do not
hesitate to contact any of the specialists
listed below.
Sydney
Diccon Loxton
Partner, Lending
Jeremy Low
Partner, Corporate Governance
T +61 2 9230 4791
Diccon.Loxton@allens.com.au
T +61 2 9230 4041
Jeremy.Low@allens.com.au
Michael Quinlan
Partner, Insolvency
T +61 2 9230 4411
Michael.Quinlan@allens.com.au
Melbourne
Greg Bosmans
Partner, Corporate Governance
T +61 3 9613 8602
Greg.Bosmans@allens.com.au
Warwick Newell
Partner, Lending
T +61 3 9613 8915
Warwick.Newell@allens.com.au
Brisbane
Karla Fraser
Partner, Lending
T +61 7 3334 3251
Karla.Fraser@allens.com.au
Geoff Rankin
Partner, Insolvency
T +61 7 3334 3235
Geoff.Rankin@allens.com.au
Perth
Tim Lester
Partner, Lending
T +61 8 9488 3841
Tim.Lester@allens.com.au
Philip Blaxill
Partner, Insolvency
T +61 8 9488 3739
Philip.Blaxill@allens.com.au
©2012 Allens
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www.allens.com.au
Allens is an independent partnership operating in alliance with Linklaters LLP.
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