Paul James

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Litigation and Dispute Resolution

• Myer: Paul was the lead partner in proceedings brought by Myer against an Australian high-end designer (Ellery) for breaching an exclusivity contract by supplying clothing to David Jones. At its heart were interesting questions about restraint of trade which, if tested, would have had widespread ramifications for the industry. Paul's work was done under intense public attention, and ultimately resulted in a negotiated outcome.
• Confidential matter: Paul acted for non-executive company directors in the defence of a substantial insolvent trading claim commenced and conducted in the Supreme Court of Victoria by liquidators appointed to a failed telecommunications business. Settlement of the claim was negotiated prior to trial.
• Security dispute: Paul was engaged by a bank on an already long-running dispute after a conflict was identified with the previous legal adviser. Proceedings had been commenced against the Bank, and were well advanced at the time of engagement. We joined the other firm as a third party in a sensitive matter where professional negligence was claimed. The Bank was wholly successful in its defence (directly in line with our advice) and a subsequent appeal successfully resisted. 
• Confidential client: Paul acted for a client in a high-profile proceeding commenced by ASIC over claims of insolvent trading. 
• ASX listed oil and gas company: Paul is advising on a dispute concerning a contract for the charter of an off-shore drilling rig; the claim is for over $50 million. 

See Litigation and Dispute Resolution

Restructuring and Insolvency

• Carpenter International: Paul is advising the Voluntary Administrators and Liquidators on a complex application seeking directions from the Court in respect of the ownership of property which is not registered on the PPSR in circumstances where a company enters voluntary administration, and there are numerous parties claiming an interest in the property.
• Liberty House/GFG Alliance: Paul advised on its $700 million acquisition of Arrium Australia out of administration, which was one of the largest and most complex administrations seen since the introduction of the administration regime in Australia.  
• Department of Health (Commonwealth): Advising the Department on all aspects of its dealings with a financially distressed aged care provider (PresCare), including the operation of aged care legislation and the Court appointment of Receivers.
• Westpac Banking Corporation: Paul advised Westpac on its financing and security arrangements in respect of the Sargon group, including representing Westpac in a complex Federal Court proceeding which determined the entitlements of various creditors.
• Virgin Airlines: Paul advised the Virgin Airlines group and then their appointed voluntary administrators in relation to the group's restructuring and successful sale to Bain Capital.
• Nexus Energy Limited: With debts of approximately $400 million, ASX-listed Nexus went into voluntary administration when a takeover bid by Seven Group (a senior secured creditor) was rejected by shareholders. Paul acted for McGrathNicol, the administrators and then deed administrators of Nexus as they urgently assessed the company's financial position to ensure its major oil and gas projects continued operating. The complicated aspects of the restructuring of Nexus including acting for the administrators on the application to Court for the compulsory transfer of shares to an associated Seven Group entity which would provide the funds to pay Nexus' creditors. The order was granted, signalling the transfer of shares for nil consideration and the termination of shareholders' rights, but allowing Nexus to continue operating as a going concern.
• Willmott Forests Group: Paul acted for the Bank Syndicate in relation to the collapse of this Group that operated managed investment schemes based on timber production across Australia. He worked in particular on the precedent-setting application to replace the voluntary administrator.
• Centro: Paul acted for Centro in relation to its restructure and aggregation with a value of $5.374 billion. This was one of the most complex restructures ever undertaken in Australia, involving a significant merger / aggregation with extensive disclosure and security-holder approval obligations, and a very large debt for equity swap transaction.
• Hi-Fert: Paul acted for the Receivers appointed to Hi-Fert, a one of Australia's largest fertiliser wholesalers.
• Range River Gold: Paul acted for the Administrators appointed to Range River Gold Limited (an ASX-listed company) on all aspects of the voluntary administration and the subsequent deed of company arrangement. This included negotiating a funding deed with Macquarie Bank (the secured creditor) to allow the company to continue to operate for a limited period, and preparing all necessary documents allowing for a sale of the listed entity via the deed of company arrangement and a creditors' trust structure.
• International Air Transport Association (IATA): Paul was the lead partner advising and acting for IATA in its proceedings against Ansett and its administrators in the Victorian Supreme Court, seeking declarations that the relevant Regulations of the IATA Clearing House applied, and that IATA was therefore a creditor of Ansett. The matter went on appeal to the High Court of Australia, with judgment in favour of IATA.
• Rewards Group and Ark Fund Limited: Paul acted for a bank (as secured creditor) and the appointed receivers in the collapse of this large Perth-based managed investment scheme, which ran agribusinesses throughout several Australian States This restructure marked the first merger of interests between landholding and scheme entities.
• Global Machinery Company (GMC Tools): Paul advised a bank and then, following their appointment, the receivers (KordaMentha) of power tool manufacturer GMC on all aspects of the receivership, including issues arising from ongoing trading, employment, dealings with creditors and the sale of the business. 
• Cobar: Paul acted for PPB as voluntary administrators (and then liquidators) of Cobar Consolidated Resources Limited (an ASX-listed entity) and its related entities.  Cobar was a silver mining and processing company with various tenements in western New South Wales.  Our role included advising on funding arrangements with the secured creditor, the ongoing trading of the business, the realisation of assets, a proposed recapitalisation and the ultimate sale of the business of Cobar.
• Norfolk Group: Paul acted for a syndicate of banks exposed to Norfolk Group Limited. This was a complex matter with many variables and challenges. These included senior secured interim financing arrangements, numerous amendments to the existing facilities, entering into a Refinancing Co-ordination Deed with RCR Tomlinson as part of its takeover of Norfolk by way of scheme of arrangement (resulting in the de-listing of Norfolk), and implementing a strategy that enabled Norfolk to be acquired and the banks' debt to be paid in full.
• National Express Group: As the lead partner acting for and providing extensive advice to the Administrators of the National Express Group of companies (the franchisee companies that previously operated Bayside Trains, Swanston Trams and V/Line Passenger), Paul gave extensive advice on the terms of the Deed of Company Arrangement and the resolution of numerous creditor claims.
• Ajax Fasteners: As principal adviser to the administrators appointed to car parts manufacturer, Ajax Fasteners, Paul helped negotiate a rescue package with the key automotive customers and the first ranking secured creditor (having control over book debts) which agreed terms for the continued operation of the company during the voluntary administration. These agreements ensured the ongoing employment of approximately 10,000 people.
• Henry Walker Eltin: Paul acted for and provided detailed advice to a bank group about unsecured debt owed by the Henry Walker Eltin group of companies and a proposed workout prior to the appointment of the administrators.
• Epic Energy (Dampier to Bunbury National Gas Pipeline): Paul acted for the lender syndicate in relation to refinancing issues, and then for the receivers of the relevant Epic companies leading up to the sale.
• Murray River Organics Group Limited (MRG): Advised MRG on its capital management initiatives, including a $25 million fully underwritten entitlement offer associated with negotiated outcomes with NAB (secured lender) and Arrow Funds Management. 
• Jeanswest Corporation Pty Ltd: Providing advice to the voluntary administrators of Jeanswest Corporation Pty Ltd and four other related entities (Jeanswest companies) on a range of issues related to the administration of the Jeanswest companies.
• Westpac: Advising Westpac on its financing and security arrangements in respect of the Sargon group, in which Westpac is a major secured creditor. We are also providing ongoing advice in relation to the impacts of the various administrations and receivership appointments and the continued trading of the Sargon group; and working in conjunction with Westpac's investigative accountants, KordaMentha, on all financial, legal and trading aspects of the Sargon group.
• Verve Constructions Pty Ltd: Advising the liquidators of a failed Victorian Construction Company, Verve.  At the time of entering into liquidation, Verve had five ongoing construction projects located in Melbourne-metro.

See Restructuring and Insolvency

Restructuring

• Nexus Energy Limited: With debts of approximately $400 million, ASX-listed Nexus went into voluntary administration when a takeover bid by Seven Group (a senior secured creditor) was rejected by shareholders. Paul acted for McGrathNicol, the administrators and then deed administrators of Nexus as they urgently assessed the company's financial position to ensure its major oil and gas projects continued operating. The complicated aspects of the restructuring of Nexus including acting for the administrators on the application to Court for the compulsory transfer of shares to an associated Seven Group entity which would provide the funds to pay Nexus' creditors. The order was granted, signalling the transfer of shares for nil consideration and the termination of shareholders' rights, but allowing Nexus to continue operating as a going concern.
• Centro: Paul acted for Centro in relation to its restructure and aggregation with a value of $5.374 billion. This was one of the most complex restructures ever undertaken in Australia, involving a significant merger / aggregation with extensive disclosure and security-holder approval obligations, and a very large debt for equity swap transaction.
• Rewards Group and Ark Fund Limited: Paul acted for a bank (as secured creditor) and the appointed receivers in the collapse of this large Perth-based managed investment scheme, which ran agribusinesses throughout several Australian States This restructure marked the first merger of interests between landholding and scheme entities.
• Global Machinery Company (GMC Tools): Paul advised a bank and then, following their appointment, the receivers (KordaMentha) of power tool manufacturer GMC on all aspects of the receivership, including issues arising from ongoing trading, employment, dealings with creditors and the sale of the business. 
• Cobar: Paul acted for PPB as voluntary administrators (and then liquidators) of Cobar Consolidated Resources Limited (an ASX-listed entity) and its related entities.  Cobar was a silver mining and processing company with various tenements in western New South Wales.  Our role included advising on funding arrangements with the secured creditor, the ongoing trading of the business, the realisation of assets, a proposed recapitalisation and the ultimate sale of the business of Cobar.
• Norfolk Group: Paul acted for a syndicate of banks exposed to Norfolk Group Limited. This was a complex matter with many variables and challenges. These included senior secured interim financing arrangements, numerous amendments to the existing facilities, entering into a Refinancing Co-ordination Deed with RCR Tomlinson as part of its takeover of Norfolk by way of scheme of arrangement (resulting in the de-listing of Norfolk), and implementing a strategy that enabled Norfolk to be acquired and the banks' debt to be paid in full.
• Ajax Fasteners: As principal adviser to the administrators appointed to car parts manufacturer, Ajax Fasteners, Paul helped negotiate a rescue package with the key automotive customers and the first ranking secured creditor (having control over book debts) which agreed terms for the continued operation of the company during the voluntary administration. These agreements ensured the ongoing employment of approximately 10,000 people.

Insolvency

• Westpac Banking Corporation: Paul advised Westpac on its financing and security arrangements in respect of the Sargon group, including representing Westpac in a complex Federal Court proceeding which determined the entitlements of various creditors.
• Virgin Airlines: Paul advised the Virgin Airlines group and then their appointed voluntary administrators in relation to the group's restructuring and successful sale to Bain Capital.
• Willmott Forests Group: Paul acted for the Bank Syndicate in relation to the collapse of this Group that operated managed investment schemes based on timber production across Australia. He worked in particular on the precedent-setting application to replace the voluntary administrator.
• Hi-Fert: Paul acted for the Receivers appointed to Hi-Fert, a one of Australia's largest fertiliser wholesalers.
• Range River Gold: Paul acted for the Administrators appointed to Range River Gold Limited (an ASX-listed company) on all aspects of the voluntary administration and the subsequent deed of company arrangement. This included negotiating a funding deed with Macquarie Bank (the secured creditor) to allow the company to continue to operate for a limited period, and preparing all necessary documents allowing for a sale of the listed entity via the deed of company arrangement and a creditors' trust structure.
• International Air Transport Association (IATA): Paul was the lead partner advising and acting for IATA in its proceedings against Ansett and its administrators in the Victorian Supreme Court, seeking declarations that the relevant Regulations of the IATA Clearing House applied, and that IATA was therefore a creditor of Ansett. The matter went on appeal to the High Court of Australia, with judgment in favour of IATA.
• Global Machinery Company (GMC Tools): Paul advised a bank and then, following their appointment, the receivers (KordaMentha) of power tool manufacturer GMC on all aspects of the receivership, including issues arising from ongoing trading, employment, dealings with creditors and the sale of the business. 
• Confidential matter: Paul acted for non-executive company directors in the defence of a substantial insolvent trading claim commenced and conducted in the Supreme Court of Victoria by liquidators appointed to a failed telecommunications business. Settlement of the claim was negotiated prior to trial.
• National Express Group: As the lead partner acting for and providing extensive advice to the Administrators of the National Express Group of companies (the franchisee companies that previously operated Bayside Trains, Swanston Trams and V/Line Passenger), Paul gave extensive advice on the terms of the Deed of Company Arrangement and the resolution of numerous creditor claims.
• Henry Walker Eltin: Paul acted for and provided detailed advice to a bank group about unsecured debt owed by the Henry Walker Eltin group of companies and a proposed workout prior to the appointment of the administrators.
• Epic Energy (Dampier to Bunbury National Gas Pipeline): Paul acted for the lender syndicate in relation to refinancing issues, and then for the receivers of the relevant Epic companies leading up to the sale.
• CME Capital Australia Pty Ltd: Advising liquidators appointed by the Australian Securities and Investments Commissions to a failed group of companies (CME Group) that conducted a non-compliant managed investment scheme to procure funds from investors totalling A$13.5 million.

See Insolvency