Emerson Lewis Lawyers

Emerson Lewis Lawyers Emerson Lewis Lawyers provides market-leading and cost effective legal advice and representation in all forms of commercial law.

We are outcome-driven, provide tailored solutions and obtain results.

Justice Black’s ruling in Mayne Pharma Group Limited [2025] NSWSC 1204 puts Material Adverse Change (MAC) clauses on not...
14/12/2025

Justice Black’s ruling in Mayne Pharma Group Limited [2025] NSWSC 1204 puts Material Adverse Change (MAC) clauses on notice: “noise” isn’t enough. Forecast tweaks and regulatory rumblings fell short of the A$10.76m Maintainable EBITDA trigger. No MAC, no walk-away. And with the buyer pressing ahead (Amendment Deed, Deed Poll, scheme support), termination was off the table. The takeaway? MACs need real, measurable financial damage.

Read the full article here: https://emersonlewis.com.au/legal-news/material-adverse-change-clauses-under-scrutiny-justice-blacks-decision-in-mayne-pharma-group-limited-2025-nswsc-1204/

Part 5.3B is gaining traction in 2025.ASIC’s Report 810 shows strong growth in the Small Business Restructuring (SBR) re...
20/11/2025

Part 5.3B is gaining traction in 2025.

ASIC’s Report 810 shows strong growth in the Small Business Restructuring (SBR) regime, introduced by the Corporations Amendment (Corporate Insolvency Reforms) Act 2020 (Cth). With increasing appointments and a 93% survival rate for companies completing an SBR plan, the regime is delivering meaningful restructuring outcomes for small businesses.

Read the full article here: https://emersonlewis.com.au/legal-news/part-5-3b-in-2025-interesting-developments-and-growth/

In Southern Waste Resourceco Pty Ltd v Adelaide Hills Region Waste Management Authority [No 2], the Supreme Court of Sou...
11/11/2025

In Southern Waste Resourceco Pty Ltd v Adelaide Hills Region Waste Management Authority [No 2], the Supreme Court of South Australia addressed a modern question, can mediation be ordered mid-trial, after failed negotiations?

Justice Stanley’s pragmatic answer: yes. Even entrenched disputes can benefit from alternative dispute resolution (ADR).

Read the full article here: https://emersonlewis.com.au/legal-news/southern-waste-resourceco-pty-ltd-v-adelaide-hills-region-waste-management-authority-no-2-2019-sasc-191/

Section 601LA of the Corporations Act 2001 (Cth) extends related-party transaction rules to managed investment schemes, ...
10/10/2025

Section 601LA of the Corporations Act 2001 (Cth) extends related-party transaction rules to managed investment schemes, ensuring the same level of accountability and transparency that applies to public companies. Responsible entities must obtain member approval before giving financial benefits to related parties unless the transaction is genuinely at arm’s length.

Read the full article here: https://emersonlewis.com.au/legal-news/sections-of-the-corporations-act-you-may-have-missed-s-601la/

In 2011—three years before “rideshare” became a verb in Australia—a small Aussie startup, Taxi Apps, launched GoCatch, a...
16/09/2025

In 2011—three years before “rideshare” became a verb in Australia—a small Aussie startup, Taxi Apps, launched GoCatch, an app that let you ping the nearest licensed taxi.

It was a hit. By mid-2014, 265,000 passengers and 29,000 drivers had signed up, with more than 341,000 trips across Sydney, Perth, Melbourne, and Brisbane.

But the honeymoon didn’t last. By mid-2015, trip growth had flat-lined, the buzz had faded, and the app slowly slipped from phone and memory. A few years later, GoCatch was gone.

Taxi Apps pointed the finger at one culprit: Uber.

Read the full article here: https://emersonlewis.com.au/legal-news/crushed-at-the-curb-how-uber-outpaced-australias-taxi-app/

This case was urgently heard in the NSW Court of Appeal following an expedited hearing in the Corporations List.Keybridg...
02/09/2025

This case was urgently heard in the NSW Court of Appeal following an expedited hearing in the Corporations List.

Keybridge Capital Ltd (KCL), a majority shareholder in Yowie Group Ltd (YGL), is at the centre of this matter. The case examines whether KCL exercised its rights lawfully under the Corporations Act 2001 (Cth) regarding the calling of a directors’ meeting, and whether KCL’s proceedings were permitted within the Court’s jurisdiction.

Read the full article here: https://emersonlewis.com.au/legal-news/yowie-group-ltd-and-bolton-v-keybridge-capital-ltd-no-3-2025-nswca-168/

Has opting to maintain the status quo lost you your rights?In Vikran Fourteen Pty Ltd v Icarus Investments Pty Ltd & Ors...
05/08/2025

Has opting to maintain the status quo lost you your rights?

In Vikran Fourteen Pty Ltd v Icarus Investments Pty Ltd & Ors [2023] QSC 232, the Queensland Supreme Courtexamined a shareholder agreement to determine whether a director was validly appointed

In applying the principles set out in Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104 and Ecosse Property Holdings Pty Ltd v Gee Dee Nominees Pty Ltd, Justice Davis held that an agreement to "maintain the status quo" displaced the once exiting right under Clause 4.2 of the shareholder agreement— highlighting that shareholder rights depend on the contract’s terms, the parties' conduct, and long-established legal principles.

Read the full article here:https://emersonlewis.com.au/legal-news/has-opting-to-maintain-the-status-quo-lost-you-your-rights-shareholders-and-their-right-to-have-nominee-directors/

If you want to seek a winding up order on the grounds that it is just and equitable to do so, you must first establish t...
17/07/2025

If you want to seek a winding up order on the grounds that it is just and equitable to do so, you must first establish that you the have standing to bring the application.

This was examined in Etna Developments Pty Ltd [2023] NSWSC 1239, where the plaintiffs sought to wind up Etna Developments Pty Ltd under the "just and equitable" ground in s 461(1)(k).

This case is a reminder: Standing comes first—justice comes next.

Read the full article here: https://emersonlewis.com.au/legal-news/where-do-you-stand-on-company-wind-ups-legal-standing-to-bring-a-just-and-equitable-winding-up-application/

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