Restructuring, Insolvency and Special Situations

Overview

Financial distress narrows options quickly. The decisions made in the early stages of challenging times determine what value is preserved, who bears the loss and how quickly a resolution is reached.

We advise across the full cycle, from safe harbour strategy and creditor negotiation through to administration, liquidation and cross-border recognition. We act for companies, directors, administrators, receivers, lenders and distressed investors on assignments that require both technical precision and commercial resolve. Our practice integrates insolvency law with dispute resolution, transactional execution and regulatory capability, and we maintain close working relationships with the major insolvency accounting firms nationally.

Areas of expertise

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Financial stress demands early, decisive advice. Out-of-court restructurings, debt workouts and capital structure solutions preserve more value and provide more control over outcomes than formal processes. We advise companies, boards, lenders and investors on the full range of consensual restructuring options (including refinancing, covenant resets, intercreditor arrangements and staged recapitalisations) before formal appointment becomes the only path. The objective is to stabilise the position and maintain control of the outcome.

Voluntary administration is high-stakes work conducted under compressed timeframes and significant legal complexity. We act for administrators, creditors and counterparties across voluntary administrations and DOCAs, managing competing priorities, conducting and advising on creditors' meetings, negotiating and drafting DOCA proposals, and representing administrators in court applications. Where competing DOCA proposals exist, the analysis of their respective legal and commercial risks requires precise, independent assessment. The objective is a determined outcome, whether that is a business sale, a going-concern rescue or a controlled entry to liquidation.

When a company cannot be saved, the priority shifts to recovery. We act for liquidators and creditors in winding-up proceedings, pursuing asset recovery strategies including unfair preference claims, uncommercial transaction recovery, pooling applications and intragroup distribution disputes. Priority disputes, complex corporate structures and cross-border creditor groups each add legal complexity that requires precise management.

We act for receivers and secured creditors on the enforcement of security, the sale of business and assets in receivership, and the management of competing creditor claims during enforcement. Receivership mandates require rapid deployment of legal support across asset identification, sale process management and regulatory obligations, including those arising from employment law, licensing and ASX requirements.

Director liability in financial distress is a discrete and serious risk. Safe harbour protection requires documented compliance with specific conditions, and the failure to satisfy those conditions exposes directors to personal liability for company debts. We advise directors on insolvent trading exposure, the design and implementation of safe harbour strategies, engagement with ASIC, and the management of personal liability where proceedings have been or may be commenced. Decisions made under financial pressure must be defensible.

Multi-jurisdictional insolvencies require coordinated advice that is jurisdictionally precise and executed without gaps between markets. We advise on cross-border recognition proceedings, including Chapter 15 applications in the US and COMI determinations in UK and European proceedings, and coordinate with specialist independent firms in the relevant offshore jurisdictions to deliver consistent outcomes across borders.

Creditors require counsel who understands both the legal position and the commercial dynamics of a distressed situation. We act for secured and unsecured creditors, bondholder groups and distressed funds across enforcement, security realisation, winding-up proceedings and creditor-side restructuring mandates. In contested and cross-border situations, the quality of creditor advice determines recovery outcomes.

Not every distressed opportunity follows a conventional path. We advise on distressed debt acquisitions, distressed M&A, liability management transactions and rescue financing, acting for alternative lenders, private credit funds and opportunistic investors who require counsel with both transactional depth and insolvency expertise to execute under uncertainty. The intersection of formal insolvency law and M&A execution is where this work is most technically demanding.

Our experience

KPMG / Nuheara – Administration, Full Federal Court and High Court leave application

Advised KPMG as administrators of Nuheara Limited, an Australian hearable technology company, through its administration and subsequent return to solvency via an investor syndicate. Work included negotiations with the investor syndicate and secured creditor Realtek Semiconductor Corporation (Taiwan, A$14B market cap), preparation of DOCA and business sale documentation, and representation in multiple Federal Court applications. Successfully represented KPMG in the Full Court of the Federal Court after which Realtek sought special leave to appeal to the High Court of Australia.

Canstruct – Project Sea Dragon DOCA termination and appellate proceedings

Represented Canstruct, the largest creditor of Project Sea Dragon Pty Ltd (Australia's planned largest prawn farm), owed A$14 million for construction work. Successfully acted for Canstruct in Federal Court proceedings to terminate a DOCA proposed by related entity Seafarms, which would have limited Canstruct's recovery to 10 cents in the dollar on the grounds that the DOCA was unfair and commercially immoral. The company entered liquidation. Subsequently represented Canstruct in Court of Appeal proceedings.

Cor Cordis / Copper Resources Australia – Competitive DOCA process and Rocklands mine sale

Advised Cor Cordis as administrators of Copper Resources Australia Pty Ltd (CRA) across all aspects of the administration, including establishing funding arrangements, obtaining convening period extensions, managing a competitive bid process and negotiating and completing a DOCA with Austral Resources. The transaction involved two competing DOCA proposals with distinct legal and commercial risks, complex conditions precedent, and integrated ASX shareholder approval, re-quotation and capital raising components. The completed DOCA included an A$18 million contribution to CRA's creditors, facilitated by Austral's A$40 million capital raising, enabling the sale of CRA and the Rocklands copper project as a going concern rather than into liquidation.

Western United Football Club – ATO winding-up proceedings and successful appeal

Defended A-League club Western United in Federal Court winding-up proceedings initiated by the Australian Taxation Office for outstanding tax debts of A$18 million. Following an initial court order winding up the club, successfully appealed the decision, with the winding-up orders set aside and the club permitted to continue operations. The matter involved complex negotiations with the ATO and multiple creditors, and discussions with the secured creditor regarding refinancing arrangements.

Deloitte / Redflow Group – Administrators and liquidators, pooling and tax distribution proceedings

Advised Richard Hughes and David Orr (Deloitte) as administrators and liquidators of Redflow Group, a zinc-bromine flow battery company, in court proceedings seeking either pooling orders across group entities or directions on distributing substantial tax refunds. The matter involved the application of equitable principles to intercompany distributions in the context of a complex corporate structure with no longstanding tax sharing agreement, an international group scope and difficulties identifying which entities performed or funded activities generating the refunds. The outcome will have significant implications for creditors and for the treatment of intragroup tax positions in insolvency.

Darryl Kirk / Alertvale – DOCA, business sale and employee transfer

Acted for administrators of Alertvale Pty Ltd, a provider of field service, maintenance and support to the mining and industrial sectors, in formulating and executing a DOCA incorporating a business sale to a related entity. Work included managing stakeholder negotiations, negotiating the transfer of finance facilities and licences, and managing the creditors' meeting process through to approval. The completed DOCA enabled 300 employees to transfer to the new business entity, securing operational continuity in the mining services sector.

McGrathNicol – Receivers of Bernie Lewis Home Loans and Scott E Matthews

Advised McGrathNicol as receivers of Bernie Lewis Home Loans Pty Ltd and Scott E Matthews Pty Ltd on the sale of the businesses and assets of both entities, including negotiating the Asset Sale Agreements through to completion.

Overview

Areas of expertise

Corporate restructuring and workouts

Administration and Deed of Company Arrangement (DOCA)

Liquidation and asset recovery

Receivership and security enforcement

Insolvent trading, safe harbour and director exposure

Cross-border insolvency and recognition

Creditor advisory and enforcement

Special situations

Our experience