Jon Baker

Key Areas of Practice

• Commercial and contractual disputes.
• Restructuring, insolvency and financial services litigation.
• Corporate governance disputes (both between shareholder and company, and company and director).
• Advice on Australian competition law compliance as it relates to corporate advertising and publications, particularly for companies’ decarbonisation commitments and allegations of “greenwashing”.
• Australian Corporations Act applications and disputes.
• Regulatory disputes, including those involving the Australian Investments and Securities Commission (ie Australia’s corporate regulator) and the Australian Competition and Consumer Commission (ie Australia’s competition regulator).
• Acting for clients in statutory investigations, commissions of inquiry and parliamentary inquiries.

Commercial and Contractual 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.

Competition and Consumer Law

• Advising corporations (both private and public) regarding complying with prohibition against misleading or deceptive conduct under the Competition and Consumer Act 2010 (Cth) (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.
• Acting for several clients in intellectual property and branding disputes relating to misleading or deceptive conduct, and tortious passing off (both on claimant and defendant side).

Corporations Act Disputes and Applications

• 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 in statutory oppression matters both for minority and majority shareholders.
• 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 superimposed as the parent company for beneficial tax and equity raising reasons.
• Acting as the lead associate for Tamboran Resources Limited (an Australian registered public onshore gas concern with interests in exploration tenements in the Beetaloo Basin, Northern Territory, Australia) in its successful re-domiciliation scheme of arrangement, whereby an entity incorporated in the US state of Delaware was superimposed as the parent company of the corporate group.
• Acting for an Australian proprietary limited company in successfully defending and settling proceedings commenced by an ASX-listed billion-dollar market-capitalised entity alleging misleading or deceptive conduct, tortious passing off and trademark infringement in connection with Jon’s client’s business names and associated brand getup.
• Acting as the lead associate 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 as the lead associate 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 (matter commenced, trial heard and judgment delivered in less than three weeks).

Restructuring, Corporate Insolvency and Financial Services Litigation

• Acting for insolvency practitioners in formal appointments as voluntary administrators, receivers, liquidators and deed administrators.
• Acting for secured and unsecured creditors in relation to solvent and insolvent financial exposures.
• Acting for financiers in providing enforcement advice and assisting in enforcement process (including, prior experience in acting for major and second tier Australian banks).
• Acting for the liquidators of a WA landholding special purpose vehicle controlled by a wealthy Australian family conglomerate. Jon’s clients successfully defended a director’s legally novel application for injunctive relief pertaining to the company’s records seized by the Australian Federal Police under warrant.
• Acting for the liquidators of a WA land-holding special purpose vehicle controlled by a wealthy Australian family conglomerate. Jon’s client was party to an interpleader proceeding concerning company records held by the company’s former solicitors.
• Acting for a major Australian bank in successfully defending and cross-claiming in proceedings commenced by a corporate borrower with a financial exposure in the tens millions of Australian dollars. 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-party corporation of a WA-based landholding company under external Australian administration, which owned land with significant future residential and commercial development potential. Jon assisted his clients in navigating and contesting legal issues as against the WA government relating to pecuniary penalties imposed by the WA government under the Environmental Protection Act 1986 (WA). Jon’s clients successfully restructured the landholding company through proposal and effectuation of a Deed of Company Arrangement, which returned control of the company to his clients.
• Acting for one of the four major Australian ASX-listed banks in relation to its multimillion-dollar exposure to a large ASX-listed shipping services entity. This involved complex strategic advice on recovery options, including cross-border ships mortgage issues, Personal Property Securities Act 2009 (Cth) advice and the application of the UNCITRAL Model Law on Cross-Border Insolvency (as applied in Australia through the Cross-Border Insolvency Act 2008 (Cth)).
• Acting for the deed administrators of an ASX-listed media streaming business which was in competition with Netflix in Australia in the (then) emerging consumer content streaming market.
• Jon’s clients successful restructured the company through court application to mandatorily transfer the listed entity’s shares to the Deed of Company Arrangement proponent.
• 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, whose major asset was an operational gold and copper mine in rural NSW. Jon acted for the receivers and managers and the secured party appointor – a US domiciled mineral investment concern. The appointment of receivers and managers related to a mineral streaming agreement and associated General Security Agreement. 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. The receivership resulted in a novel secured-party related party sale to the appointor’s corporate group (purchaser was a Chinese-walled special purpose vehicle).
• Acting for a major bank and the receivers and managers of a large family-associated 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 or 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 and manager 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. Jon’s clients (ie the deed administrators) were successful in defending the proceeding.
• 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 onshore 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.

Administrative Law

• 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.

Investigations, Commissions and Parliamentary Inquiries

• 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.

Construction Disputes

• Advising, and litigating in relation to constructions contracts (both bespoke and standard form contracts) on behalf of principals and contractors.
• 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.
• Advising a European headquartered multinational corporation on its contractual obligations and rights which were impacted by the COVID-19 pandemic.