Jon Baker

Key Areas of Practice

• Significant experience in Corporations Act applications and disputes.
• Significant experience in corporate disputes (both between shareholder and company, and company and director).
• Significant experience in corporate insolvency and financial services litigation.
• Experience in acting for clients in statutory investigations, commissions of inquiry and parliamentary inquiries.

Overview of Experience

• Significant experience in court litigation, including in appellate matters, in the federal courts, and in the supreme courts in several states and territories.
• Significant experience in commercial litigation and disputes involving a broad spectrum of matters. These include (among others) debt claims, breach of contract claims, breach of directors’ duties claims and equitable relief claims (e.g. injunctions, breach of fiduciary duties, etc.), professional negligence claims, administrative law actions, misleading or deceptive conduct actions, unconscionable conduct, mining law-focused disputes and construction disputes (for both principal and contractor).

Select General Commercial Disputes

• Acting for a corporate trustee in relation to a dispute regarding antiquated provisions of a unit trust deed in defence of an action for declaratory relief brought by a former unit holder in the trust.
• Acting for a large proprietary limited company against its insurer, relating to the insurer’s refusal to offer the company “run-off” cover under an expired insurance policy.
• Acting for the subsidiary of a large foreign-listed mining services company in respect of an action arising from the terms of a commercial lease agreement and deed of settlement.
• Acting for a large proprietary limited company against its former director seeking the payment of an exit bonus arising from the employee’s directorship of the company.
• Acting for a technology services company in respect of amounts owed by a former client under the terms of a software development and maintenance retainer.
• Acting for a landholding subsidiary of a large Western Australian (WA) property landholding concern in respect of claims made by a vendor to a contingent balloon payment arising from the sale and purchase of land.
• Acting for a joint venture partner in an unincorporated joint venture relating to disputes arising from the dissolution and unwinding of the joint venture concern.

Select Competition and Consumer Law Matters

• Advising corporations (both private and public) regarding complying with prohibition against misleading or deceptive conduct in the CCA, known as the Australian Consumer Law.
• Advising listed corporations on potential legal risks associated with regulator and shareholder actions in relation to allegations of “greenwashing” and environmental credentials.
• Acting for applicants in actions alleging contraventions of the CCA prohibition against misleading or deceptive conduct and defending actions for corporate clients against allegations of misleading or deceptive conduct in court proceedings.

Select Corporations Disputes and Corporations Act Matters

• Acting in several matters for shareholders, in shareholder disputes, in both listed and unlisted corporations. This has included providing strategic advice on the shareholder’s investment exit strategy.
• Acting for corporations in resisting shareholders’ claims.
• Acting for corporations in prosecuting breach of director’s duties claims.
• Acting for directors in defending/resisting breach of director’s duties claims.
• Advising clients regarding resisting activist shareholder actions, including allegations by shareholders of misleading or deceptive ASX and non-ASX market announcements.
• Acting for applicants in schemes of arrangement under the Corporations Act.
• Acting as the lead associate for Controlled Thermal Resources Limited (an Australian registered public lithium concern with interests in Californian tenements) in its successful re-domiciliation scheme of arrangement, whereby an entity incorporated in the US state of Delaware was interposed as the parent company for beneficial tax and equity raising reasons.
• Acting for a British Virgin Islands shareholder of a listed Australian mining entity in a WA Supreme Court dispute where the client sought urgent injunctive relief against the company’s directors for an apprehended contravention of the Corporations Act relating to a conflict of interest.
• Acting for the major shareholder and the director of an ASX-listed entity in urgent Federal Court of Australia proceedings seeking declarations about the validity of the appointment of the chairperson of the board.

Select Administrative Law Matters

• Acting for clients in judicial review proceedings and administrative merits review proceedings.
• Acting for clients and assisting them in obtaining Ministerial approval/relief.
• Acting for Woolworths Group Limited in its proposal to establish the first Dan Murphy’s in Darwin, NT, and acting in multi-party administrative proceedings and court proceedings relating to the proposal. This involved one first-instance administrative decision, two de novo merits review proceedings, one NT Supreme Court Full Bench appeal proceeding, defending an urgent injunction and one application for judicial review.
• Acting for Woolworths Group Limited in successfully resisting judicial review proceedings seeking urgent injunctive relief to prevent consideration of an administrative application.

Select Investigations, Commissions and Parliamentary Inquiries Matters

• Acting for and advising clients in relation to regulatory inquiries and investigations under the laws of Western Australia.
• Acting for and advising clients in relation to parliamentary inquiries, including actions for contempt.
• Acting for an individual employed by the City of Perth in the “Inquiry into the City of Perth” under the Local Government Act 1995 (WA) to protect the client’s personal, reputational and legal interests.
• Assisting the board of an ASX-listed corporation in preparing for appearance at a Standing Committee inquiry with hostile and adverse-aligned Committee members.

Select Corporate Insolvency and Financial Services Litigation Matters

• Acting for the liquidators of a WA landholding special purpose vehicle in defending a novel application by a director for injunctive relief relating to the seizure by the Australian Federal Police of books and records of companies pursuant to warrants issued the Crimes Act 1914 (Cth).
• Acting for the liquidators of a WA land-holding special purpose vehicle in an interpleader proceeding relating to records held by former solicitors acting for the directing mind/director of the corporation in liquidation.
• Acting for a major Australian bank in successfully defending and counterclaiming in proceedings brought by a borrower corporation’s part of a corporate group. The matter set precedent on Commonwealth and WA legislation and involved an application for Special Leave to the High Court of Australia.
• Acting for the directors and related corporation of a WA-based landholding company under external administration. Jon provided nuanced advice regarding claims made by the WA government against the company in administration under the Environmental Protection Act 1986 (WA). He was successfully involved in restructuring the company through Deed of Company Arrangement, returning control of the external administered company to his clients.
• Acting as the lead insolvency junior for a major ASX-listed bank in relation to its multimillion-dollar exposure to a large shipping entity. This involved complex strategic advice on recovery options, including cross-border ships mortgage issues, Personal Property Securities Act 2009 (Cth) advice and the UNCITRAL Model Law on Cross-Border Insolvency.
• Acting for the deed administrators of an ASX-listed media streaming business (Quickflix), and successful involvement in a court application to transfer the shares in the business to a purchaser through Deed of Company Arrangement.
• Acting for the liquidators of a WA-based haulage company and providing detailed legal and commercial advice on Personal Property Securities Act 2009 (Cth) issues arising from leases of haulage equipment and equipment finance facilities.
• Acting for the receivers and managers of a small-/mid-cap ASX-listed mining entity. Jon provided ongoing receivership advice, including strategic advice on the sale of the company’s tenements, including participating in a novel court application to discharge the security of an adversely aligned secured creditor.
• Acting for a major bank and the receivers and managers of a large WA engineering services company that involved strategic advice on recovering an AU$50 million lending exposure.
• Acting for a major ASX-listed bank in defending court proceedings instituted by a borrower for misleading and deceptive conduct in the Supreme Court.
• Acting for the former receivers and managers of an ASX-listed miner, defending proceedings brought against the former receivers in which the receivers were allegedly personally liable.
• Acting for the deed administrators of an ASX-listed mining entity, and successfully defending an application brought by a major creditor of the company to set aside a deed of company arrangement.
• Acting for a large Australian construction and landholding corporate group in several legacy proceedings arising from the corporate reconstruction and sale of the parent of the group of entities. The disputes spanned contract law, corporate insolvency law, the Corporations Act regime and planning law.
• Acting for a large-scale, overseas-headquartered on-shore oil and gas concern and providing advice relating to breach of directors’ duties and accessorial liability claims relating to an Australian subsidiary’s entry into finance and security agreements.

Select Construction Disputes Matters

• Acting for a large international oil and gas company in a multimillion-dollar litigation under security of payment legislation in the NT Supreme Court. The dispute related to the construction of a complex multibillion-dollar project, which is one of the largest projects of its type globally.
• Acting for a large Australian ASX-listed miner in respect of claims for professional negligence and/or misleading or deceptive conduct against an EPCM head contractor relating to the design of an ore processing plant and equipment.