Charis & Charis [2025] FedCFamC1F 762 (31 October 2025)

Dasreef Pty Ltd v Hawchar (2011) 243 CLR 588; [2011] HCA 21

Dickons and Dickons (2012) 50 Fam LR 244; [2012] FamCAFC 154

Duff & Duff (1977) FLC 90-217; [1977] FamCA 24

Gould & Gould (2007) FLC 93-333; [2007] FamCA 609

Hall v Hall [2016] 257 CLR 490; [2016] HCA 23

Horrigan & Horrigan (2020) FamCAFC 25

Hurst & Weber [2009] FamCAFC 137

Kannis and Kannis (2003) FLC 93-135; [2002] FamCA 1150

Kelly & Kelly (No 2) (1981) FLC 91-108; [1981] FamCA 78

Mallett v Mallett (1984) 156 CLR 605; [1984] HCA 21

Malone on behalf of Western Kangaoulu People v State of Queensland (No 3) [2022] FCA 827

Mullane v Mullane (1983) 158 CLR 436; [1983] HCA 4

National Provincial Bank v Ainsworth [1965] UKHL 1; (1965) AC 1175

Nielson & Nielson [2012] FamCA 70

R v Toohey; Ex parte Meneling Station Pty Ltd 158 CLR 327; [1982] HCA 69

Shakir & Shakir [2014] FamCA 79

Singerson and Joans [2014] FamCAFC 238

Stanford v Stanford (2012) 247 CLR 108; [2012] HCA 52

Tomaras & Tomaras (2021) FLC 94-064; [2021] FedCFamC1A 82

Zaruba & Zaruba (2017) FLC 93-776; [2017] FamCAFC 91

FEDERAL CIRCUIT AND FAMILY COURT OF AUSTRALIA (DIVISION 1)

1. The following definitions apply for the purposes of these Orders:
   • A.1. Act means the Family Law Act 1975 (Cth).
   • A.2. Additional Transfer Notice means an "Additional Transfer Notice" as defined in clause 2.1(c) of the First Refusal and Co-Sale Agreement.
   • A.3. Country C property means the property at Country C in which the Husband holds a 50% legal interest.
   • A.4. First Refusal and Co-Sale Agreement means the "[D Company], Corp. Amended and Restated First Refusal and Co-Sale Agreement" dated 14 March 2025 between D Company, certain holders of Common Stock in D Company and certain holders of Preferred Stock in D Company.
   • A.5. Suburb E property means the property at Suburb E being Lot [...] on Building Unit Plan [...] with title reference [...] of which the Husband is the sole registered legal proprietor.
   • A.6. Holder means a holder of Common Stock in D Company included in the definition of a "Holder" in clause 1(f) of the First Refusal and Co-Sale Agreement.
   • A.7. Motor Vehicle 1 means Motor Vehicle 1 located in the US and registered jointly in the parties' names and jointly insured.
   • A.8. Husband means Mr Charis born 1975.
   • A.9. Husband's bank accounts means the Husband's bank accounts held with F Bank ...51, G Bank ...86, H Bank ...73, J Bank ...05 and K Bank ...35 and 19.
   • A.10. Husband's credit cards means the Husband's credit cards held with F Bank ...65 and L Bank ...78.
   • A.11. Husband's Empower interest means the Husband's interest in the D Company Empower Retirement 401k US Retirement Savings Account participant ID ....
   • A.12. Husband's Interests in D Company means all the rights, interests and entitlements of the Husband (whether vested or unvested) in and arising in relation to D Company including but not limited to the Husband's D Company Shares and the Husband's D Company Options.
   • A.13. Husband's line of credit means the line of credit extended with K Bank ending...46.
   • A.14. Husband's properties means the Country C property and the Suburb B property.
   • A.15. Husband's D Company Options means the options held by the Husband in D Company including but not limited to Incentive Stock Options and Non- Qualified Options, of which the Husband has 1,725,000 options all of which have vested.
   • A.16. Husband's D Company Shares means the Common Stock held by the Husband in D Company as at the date of these Orders, being 2,500,000 shares.
   • A.17. Husband's UK Pension means the Husband's interest in Super Fund 1 (UK), member number ....
   • A.18. Husband's S Super Fund means the Husband's interest as a member of S Super Fund with Member number ... being a combined Defined Benefit Interest and Accumulation Interest.
   • A.19. Investors' Rights Agreement means the "[D Company], Corp. Amended and Restated Investors' Rights Agreement" dated 14 March 2025 between D Company, certain holders of Common Stock in D Company and certain holders of Preferred Stock in D Company.
   • A.20. Joint accounts means the accounts held jointly by the Parties with L Bank with account number ending...62 and...38.
   • A.21. Joint credit card means the joint credit card held by the Parties at L Bank...62.
   • A.22. Overallotment Notice means an "Overallotment Notice" as defined in clause 2.1(d)(ii) of the First Refusal and Co-Sale Agreement.
   • A.23. Participating Holder Notice means a "Participating Holder Notice" as defined in clause 2.1(d)(i) of the First Refusal and Co-Sale Agreement.
   • A.24. Participating Holders Overallotment Notice means a "Participating Holders Overallotment Notice" as defined in clause 2.1(d)(ii) of the First Refusal and Co- Sale Agreement.
   • A.25. Parties means the Wife and Husband.
   • A.26. Party means either the Wife or Husband.
   • A.27. D Company means D Company, Corp, a M State corporation based in the United States of America.
   • A.28. D Company Payment Amount means 50% of the amount determined by the Court to be the value of the Husband's Interests in D Company in US dollars.
   • A.29. Rules means the Federal Circuit and Family Court of Australia (Family Law) Rules 2021 (Cth).
   • A.30. Suburb B property means the property at Suburb B in which the Husband has an 18% equitable interest.
   • A.31. Securities Act means the Securities Act of 1933, 15 U.S.C. ss 77a-77aa, a United States of America federal statute.
   • A.32. SPA means the "Stock Purchase Agreement" dated 31 May 2016 between D Company and the Husband.
   • A.33. Transfer Notice means a "Transfer Notice" as defined in clause 2.1(a) of the First Refusal and Co-Sale Agreement.
   • A.34. Transfer Shares means the number of shares of D Company Common Stock determined by the Court to be equal in value to the D Company Payment Amount.
   • A.35. Voting Agreement means the "[D Company], Corp. Amended and Restated Voting Agreement" dated 14 March 2025 between D Company, certain holders of Common Stock in D Company and certain holders of Preferred Stock in D Company.
   • A.36. Wife means Ms Charis born 1978.
   • A.37. Wife's bank accounts means the Wife's bank accounts held with N Bank ...25 and ...31, Nabtrade ...22, G Bank ...53, ...91 and ...01, H Bank ...01 and J Bank ...40 noting that the Wife's accounts held for the children are excluded by agreement being N Bank ...08 and ...09, and H Bank ...76 and ...85.
   • A.38. Wife's credit card means the Wife's credit card held with J Bank ending ...66.
   • A.39. Wife's property means the property registered in the Wife's sole name situate at O Street Property being the whole of the land contained in Title Reference ....
   • A.40. Wife's share portfolio and Cryptocurrency means the shares and cryptocurrencies in the Wife's name.
   • A.41. Wife's superannuation interests means the Wife's interests in P Super Fund Account number ..., Q Super Fund and R Super Fund Member No. ....
2. The Husband and the Wife acknowledge that:
   1. There has been no general solicitation or advertisement or directed selling efforts by the Husband in respect of the Transfer Shares; and
   2. The Wife intends to hold onto such of the Transfer Shares as shall be transferred to her pursuant to these Orders for no less than 12 months from the date of transfer.

1. These orders do not have the effect of discharging orders 7, 22, 36, 48 or 59 of the orders of 7 April 2025.

1. Orders 2 to 22 be made pursuant to s 79 of the Act by way of final property alteration.

1. The Husband to at his election to be made in writing within 7 days of the date of these Orders:
   • 2.1. within 28 days of the date of these Orders, pay to the Wife the D Company Payment Amount without deduction or offset; or
   • 2.2. alternatively, forthwith do all acts and things and sign all documents as may be necessary to at his own sole expense transfer to the Wife free from any and all encumbrance and impost (subject to the terms of the SPA, the First Refusal and Co-Sale Agreement, the Voting Agreement, the Investors' Rights Agreement and D Company's bylaws or articles) the Transfer Shares.
2. If the Husband elects to transfer to the Wife the Transfer Shares pursuant to Order 2.2, the Husband (without limiting the generality of Order 2.2) do all acts and things and sign all documents as may be necessary to:
   • 3.1. within 7 days of the date of these Orders give to D Company and each Holder a Transfer Notice including a copy of these Orders and specifying:
     • 3.1.1. the shares proposed to be transferred as the Transfer Shares;
     • 3.1.2. the name and address of the Wife as the prospective transferee;
     • 3.1.3. the purchase price as the D Company Payment Amount; and
     • 3.1.4. the form of consideration proposed to be paid as the discharge of the obligation imposed by Order 2; and
     • 3.1.5. that the transfer of the Transfer Shares is being made in connection with a divorce settlement pursuant to a court order;
   • 3.2. if and to the extent D Company exercises any right it has to purchase any of the Transfer Shares pursuant to clause 2.1(b) of the First Refusal and Co-Sale Agreement, pay to the Wife or as she directs forthwith upon the Husband becoming entitled to receive or receiving the same the amount payable or paid to the Husband for such purchase without deduction or offset;
   • 3.3. if and to the extent there are any Transfer Shares which the D Company does not purchase within 10 days from delivery of the Transfer Notice, within 5 days after the D Company declining to purchase such shares or the expiry of that 10 day period give to each Holder an Additional Transfer Notice containing the same information as in the Transfer Notice given as required by Order 3.1 and identifying those of the Transfer Shares which D Company did not purchase and briefly describing the Holders' rights of first refusal and co-sale rights with respect to the proposed transfer of the Transfer Shares;
   • 3.4. if and to the extent any Holder exercises a right to purchase any of the Transfer Shares identified in the Husband's Additional Transfer Notice pursuant to clause 2.1(d)(i) of the First Refusal and Co-Sale Agreement, pay to the Wife forthwith upon the Husband becoming entitled to receive or receiving the same the amount payable or paid to the Husband for such purchase without deduction or offset;
   • 3.5. if and to the extent there are any Transfer Shares which no Holder purchases pursuant to the Husband's Additional Transfer Notice within 15 days, forthwith give an Overallotment Notice to each Holder who has elected to purchase all of its pro rata share of the remaining Transfer Shares specifying the remaining Transfer Shares not purchased by the other Holders and offering each such Holder the right to acquire its pro rata share of such remaining Transfer Shares;
   • 3.6. if and to the extent any Holder exercises its right to purchase its pro rata share of the remaining Transfer Shares identified in the Husband's Overallotment Notice pursuant to clause 2.1(d)(ii) of the First Refusal and Co-Sale Agreement, pay to the Wife forthwith upon the Husband becoming entitled to receive or receiving the same the amount payable or paid to the Husband for such purchase without deduction or offset;
   • 3.7. if and to the extent there are any Transfer Shares not purchased by D Company or the Holders pursuant to the Husband's Transfer Notice, Additional Transfer Notice or Overallotment Notice or any Participating Holders Overallotment Notice issued by a Holder:
     • 3.7.1. provide forthwith to D Company an opinion of counsel to be prepared by a person selected by the husband within 7 days of being provided three names by the wife, at the parties' joint equal expense, as to whether the transfer of the Transfer Shares and any shares of other Holders to be transferred to the Wife pursuant to clause 2.2 of the First Refusal and Co-Sale Agreement as contemplated by Order 3.7.2 requires registration of such shares under the Securities Act, whether all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act has been taken, and whether such transfer will contravene any transfer restrictions applicable to the transfer under state securities laws; and
     • 3.7.2. transfer forthwith to the Wife at a time when both the Husband and the Wife are not physically present in the United States of America (including if necessary by converting some or all of the Husband's D Company Options) free from any and all encumbrance and impost that quantity of D Company Common Stock (including for the avoidance of doubt any shares transferred by other Holders who elect to participate in the sale pursuant to clause 2.2 of the First Refusal and Co-Sale Agreement, in respect of which the Husband is to take the steps required by that clause). For the avoidance of doubt, the payment to the Wife of any amounts required to be paid pursuant to Orders 3.2, 3.4 or 3.6 and the transfer to the Wife of the shares required to be transferred pursuant to this Order 3.7 will together satisfy the Husband's obligations pursuant to Order 2.2.
3. In the event the Husband elects to transfer to the Wife the Transfer Shares pursuant to Order 2.2:
   • 4.1. the Husband to forthwith upon written request by the Wife do all acts and things and sign all documents as may be necessary to:
     • 4.1.1. give to D Company a written irrevocable authority and direction authorising the Wife to do all acts and things on behalf of the Husband to effect the transactions contemplated by Orders 2.2 and 3; and
     • 4.1.2. appoint the Wife as his attorney empowered to do all acts and things on behalf of the Husband to effect the transactions contemplated by Orders 2.2 and 3;
   • 4.2. if the Husband transfers any Common Stock in D Company to the Wife pursuant to Orders 2.2 and 3.7 then forthwith upon such transfer:
     • 4.2.1. the Husband is to assign to the Wife all of his rights in respect of the shares so transferred;
     • 4.2.2. the Husband is to give D Company written notice of the name and address of the Wife and details of the Transfer Shares; and
     • 4.2.3. the Wife is to execute and deliver to D Company counterpart signature pages of the First Refusal and Co-Sale Agreement and the Investors' Rights Agreement confirming her agreement to be subject to and bound by the provisions thereof in respect of the shares so transferred and an executed copy of the Adoption Agreement that is Exhibit A to the Voting Agreement;
   • 4.3. if and to the extent the Husband makes any payment to the Wife pursuant to any of Orders 3.2, 3.4 or 3.6, the Wife to bear and pay when due, and do all acts and things necessary to indemnify and hold harmless and keep indemnified and held harmless the Husband from and against, 50% of any liability for tax payable by the Husband as a direct consequence of any of the transactions contemplated by Orders 3.2, 3.4 or 3.6, including any tax payable on capital gains realised by the Husband upon the transfer of any of the D Company Shares to D Company or any Holder pursuant to the First Refusal and Co-Sale Agreement. For the avoidance of doubt this does not include any tax payable by the Husband in respect of transactions not expressly required by Orders 3.2, 3.4 or 3.6 which he undertakes in order to facilitate compliance with Order 2 including without limitation exercising rights in respect of the D Company Options; and

and for the purpose of calculating the outstanding balance of the D Company Payment Amount for the purpose of this Order 4.4, any payments made to the Wife pursuant to Orders 3.2, 3.4 or 3.6 and the amount equal to the value as determined by the Court of any shares that have been transferred to the Wife are to be deducted from the D Company Payment Amount.

1. Subject to Order 4.3, the Husband shall bear and shall pay when due, and shall do all acts and things necessary to indemnify and hold harmless and keep indemnified and held harmless the Wife from and against, any and all liability for tax arising as a consequence of the transactions contemplated by Orders 2 or 3, including without limitation any transfer by the Husband to the Wife or any other person (including without limitation D Company or D Company's shareholders) of Common Stock in D Company and any conversion of the Husband's D Company Options.
2. Pending compliance with Order 2:
   • 6.1. the Husband pay to the Wife without deduction the amount equal to 50% of any dividends, distributions, or other financial benefits received by the Husband referrable to the Husband's Interests in D Company net of 50% of any tax referrable to such benefit.
   • 6.2. the Husband provide to the Wife within 3 days of receipt copies of all correspondence, statements, notifications or other documents received by him in his capacity as a member of D Company or in relation to the Husband's Interests in D Company;
   • 6.3. the Husband forthwith upon the making of these Orders sign and deliver to D Company and provide to the Wife a written authority and direction permitting and requesting D Company to send directly to the Wife copies of all future correspondence, statements, notifications or other documents in relation to the Husband's Interests in D Company; and
   • 6.4. the Husband be and hereby is restrained from causing or permitting any dealing with or in respect of the Husband's Interests in D Company including without limitation any sale, transfer, creation of interest in, encumbrance or further encumbrance other than in accordance with these Orders.

1. Within 30 days of date of these Orders the parties to do all acts and things and sign all documents as may be necessary to close the Joint accounts and ensure that all funds standing to the credit of that account be transferred to the Wife.

1. The Husband to within 30 days of the date of these Orders do all acts and things and sign all documents as may be necessary to pay the outstanding balance owed in respect of the Joint credit card in full and thereafter the parties shall forthwith do all acts and things and sign all documents as may be necessary to cancel the Joint credit card.

1. The parties to within 30 days of the date of these Orders do all acts and things and sign all documents as may be necessary to transfer to the Husband sole registration and ownership of Motor Vehicle 1 and its insurance policy.

1. Pursuant to Section 90XT(1)(b) of the Family Law Act 1975 (Cth), Ms Charis is entitled to the specified percentage of 100% of Mr Charis' S Super Fund ("the Fund").
2. In accordance with Section 90XT(1)(b) of the Act, Order that:
   • 11.1. Ms Charis is entitled to be paid the amount calculated in accordance with Part 7 of the Family Law (Superannuation) Regulations 2025 (provided that such amount shall not exceed the value of the interest determined under section 90XT(2));
   • 11.2. Mr Charis' entitlement, and the entitlement of such other person to whom a splittable payment may be made out of his interest in the Fund, is correspondingly reduced.
3. The Trustee of the Fund do all such acts and things and sign all such documents as may be necessary to:
   • 12.1. Calculate, in accordance with the requirements of the Family Law Act 1975 (Cth) and the Family Law (Superannuation) Regulations 2025, the entitlement created for Ms Charis by Order 10 above, and
   • 12.2. Pay the entitlement whenever the Trustee of the Fund makes a splittable payment out of the Mr Charis' interest in the Fund.
4. Orders 10 to 12 inclusive herein have effect from the operative time, and that the operative time for the purpose of those Orders is 4 business days after the date on which the Orders are served upon the Trustee of the Fund.
5. Each party and the Trustee has liberty to apply on not less than three (3) business days notice, in respect to the implementation of the super splitting orders.
6. Having been accorded procedural fairness in relation to the making of these Orders, that these Orders bind the Trustee of the Fund.
7. Ms Charis shall serve the Orders on the Trustee of the Fund within 7 days of the date of these Orders being made.
8. Other than as specifically provided in these Orders, the Husband be restrained from dealing with the Husband's S Super Fund.

1. Other than as specifically provided for in these Orders, each party be solely, legally and beneficially entitled to the exclusion of the other party, to all property, superannuation and financial resources of whatsoever nature and kind as is in their respective ownership, possession and/or control or to which they may become entitled after the making of these Orders including the Wife retaining the Wife's property, Wife's bank accounts, Wife's share portfolio and Cryptocurrency and Wife's superannuation interests and the Husband retaining the Husband's properties, Husband's bank accounts, Husband's Empower interest and Husband's UK Pension.
2. Subject to these Orders, as and from the date of these Orders, each party mutually releases the other from all debts, claims, actions, suits or demands of whatsoever nature owing from one to the other party, whether past, present or future.
3. Subject to these Orders, from the date of these Orders, each party shall be solely responsible for all liabilities in their respective names.
4. Subject to these Orders, from the date of these Orders the Wife shall do all acts and things necessary to indemnify and keep indemnified the Husband from and against all liabilities in her name, whether past, present or future, including but not limited to:
   • 21.1. all liabilities including loans, credit cards, the Wife's credit card, lines of credit, claims, actions, suits or demands of whatsoever nature arising out of, or in connection with, the Wife's interest in any assets including those transferred to her or retained by her in accordance with these Orders;
   • 21.2. taxation (including Capital Gains Tax); and
   • 21.3. duties (including stamp duty), whether past, present or future.

1. Subject to these Orders, from the date of these Orders the Husband shall do all acts and things necessary to indemnify and keep indemnified the Wife from and against all liabilities in his name, whether past, present or future, including but not limited to:
   • 22.1. all liabilities including loans, credit cards, the Husband's credit cards, Husband's line of credit, claims, actions, suits or demands of whatsoever nature arising out of, or in connection with, the Husband's interest in any assets including those transferred to him or retained by him in accordance with these Orders;
   • 22.2. taxation (including Capital Gains Tax); and
   • 22.3. duties (including stamp duty),

1. In default of either or both the Wife and the Husband doing all such things and executing all such documents as may be needed to comply with these Orders within the time provided:
   • 23.1. a Judicial Registrar of the Sydney Registry of the Federal Circuit and Family Court of Australia (Division 1) or such other person appointed by the Court be authorised to do all such acts and things and execute all such documents on behalf of either or both parties; and
   • 23.2. if either party procures compliance with these Orders by obtaining execution of documents pursuant to this Order, then the party procuring such execution of documents will be indemnified by the other party for his or her costs and expenses incurred in obtaining such compliance.

Note: The form of the order is subject to the entry in the Court's records.

Note: This copy of the Court's Reasons for judgment may be subject to review to remedy minor typographical or grammatical errors (r 10.14(b) Federal Circuit and Family Court of Australia (Family Law) Rules 2021 (Cth)), or to record a variation to the order pursuant to r 10.13 Federal Circuit and Family Court of Australia (Family Law) Rules 2021 (Cth).

Part XIVB of the Family Law Act 1975 (Cth) makes it an offence, except in very limited circumstances, to publish an account of proceedings that identify persons, associated persons, or witnesses involved in family law proceedings.

IT IS NOTED that publication of this judgment by this Court under a pseudonym has been approved pursuant to subsection 114Q(2) of the Family Law Act 1975 (Cth).

1. This is an application for property adjustment as between the applicant wife, Ms Charis ("the wife") and the respondent husband, Mr Charis ("the husband").
2. There was very little in issue between the parties at trial and accordingly the focus of the hearing was on the following issues:

(a) What is the value of the husband's interest in D Company incorporated by the husband and three others in 2015 with the intention of building the world's first quantum computer?

(b) Can the husband transfer his shares in D Company?

(c) Can the husband sell his shares in D Company?

(d) If so, are there attendant costs of sale (including tax)?

(e) When did the parties separate on a final basis and what, if any, significance does this date have to the assessment of contributions?

(f) What weight should the court give to the contributions of both parties after the relationship ended?

1. The answers to the above questions will inform the assessment of the contributions and an evaluation of the parties' current and future financial circumstances.

1. It is necessary to say something about the extent to which the husband has discharged his duty to make full and frank financial disclosure in this case, in the first instance because it informs the court's approach to the applications which the husband made for adjournment of the proceedings.
2. The parties engaged a single expert (Mr T) to value the husband's interest in D Company at various dates. Mr T's first report was dated 30 April 2024. Mr T was again engaged by joint letter of instruction dated 5 May 2025 and produced the report which was before the Court as an annexure to his affidavit filed 1 October 2025.
3. The husband resists the classification of his interest in D Company as property in substantial reliance upon the fact that, he contends, it is speculative for the court to conclude that he may alienate his interest. The husband does not rely on a contractual term or statutory provision in order to ground the submission that alienation is prohibited and/or impossible. He (belatedly) acknowledged that share sales have occurred on the secondary market. His argument is that the court would not be satisfied that a transfer to the wife (or unnamed others) would satisfy the statutory and contractual requirements, i.e. it is speculative. The difficulty with this submission is that the husband has failed, in answer to specific inquiry, to provide information which might better inform the court about the issue.
4. The husband submitted that he had discharged the duty of disclosure imposed upon him to the best of his ability having regard to the nature of the requests (being in part for documents belonging to the corporation). It is necessary to understand the nature of the duty.
5. As proceedings were instituted before 10 June 2025, the disclosure obligations of the parties are governed by the Federal Circuit and Family Court of Australia (Family Law) Rules 2021 (Cth) ("the Rules"). Rule 6.01 is as follows:

(1) Subject to subrule (4), each party to a proceeding has a duty to the court and to each other party to give full and frank disclosure of all information relevant to the proceeding, in a timely manner.

(2) The duty of disclosure applies from the start of the proceeding and continues until the proceeding is finalised.

1. The husband submitted that some information and documents were in his possession or control but that his ability to disclose them was subject to the approval of D Company. This was said to explain his failure to disclose.
2. I am predominantly concerned with documents which relate to the following issues:

(a) Documents which are relevant to valuation of the husband's interest in D Company, including valuations of the corporation;

(b) Documents which are relevant to the alienability of the husband's interest in D Company including those which relate to sales of common stock.

1. Provision of reports relating to the value of D Company were requested by the wife. Some reports were provided by the corporation to the valuer Mr T. Notwithstanding requests, the totality of valuation reports was not provided. In a case where the husband relied on having delegated responsibility for the provision of relevant information to others, he remains the person obliged to demonstrate that he has used his best endeavours to comply with his disclosure obligations.
2. There is very little information before the court about two transactions relating to "founders common stock". Exhibit 26 is an acknowledgment by the corporation that a request was received for information, but by the end of the trial no documents were made available. What is clear is that two holders of founders common stock, both well known to the husband, sold founders common stock reasonably proximate to the hearing in this matter.
3. Requests for information about sales of shares on the secondary market were made on behalf of the wife throughout the proceedings, including as recently as correspondence on 1 October 2025 (Exhibit 44).
4. The following is known:

(a) Two holders of founders common stock have recently sold shares;

(b) The husband informed the Court of these transactions during cross-examination.

1. The necessity to deal with documents having commercial sensitivity has been known to all parties since at least November 2023 (Exhibit 47), and if that was an impediment from the husband's perspective, it was incumbent upon him to make arrangements satisfactory to the corporation. This is not a case in which there is any specific correspondence which details the corporation explicitly declining the husband's request for release of a document.
2. Some of the documents which were not produced by the husband were documents within his personal control. As a shareholder, the husband was to be given notice of share transfers in accordance with the terms of the Right of First Refusal Agreements. A number of possible explanations may exist, including failure to comply with the Agreement or failure by the husband to disclose the notice. This information is unique to the husband.
3. The Full Court in Gould & Gould [2007] FamCA 609; (2007) FLC 93-333 at [25] set out the dicta of the Full Court in Kannis and Kannis [2002] FamCA 1150; (2003) FLC 93-135 at [51]:

Whether the non-disclosure is wilful or accidental, is a result of misfeasance, or malfeasance or nonfeasance, is beside the point. The duty to disclose is absolute. Where the Court is satisfied the whole truth has not come out it might readily conclude the asset pool is greater than demonstrated. In those circumstances it may be appropriate to err on the side of generosity to the party who might be otherwise be seen to be disadvantaged by the lack of complete candour.

1. It is similarly relevant to the exercise of determining the appropriateness of permitting proceedings to be adjourned. The failure to provide documents in a timely fashion (or at all) cannot be a warrant for proceedings to be automatically adjourned.
2. The husband would have some protection against this conclusion if he were able to demonstrate that he had, with diligence, done that which was in his power to ensure that those who had relevant documents or information provided them in a timely fashion. The husband has maintained a marked level of detachment in the proceedings including indicating during cross-examination that he had not read the valuation report of Mr T. The husband's oral evidence sits uncomfortably with the evidence in the affidavit of his solicitor:
   1. [Mr Charis] seeks to ask questions of Ms [sic] [T] however he has not yet considered the report in enough detail to develop those questions.
   2. [Mr Charis] also intends to seek further expert opinion in relation to instructing further/shadow experts in relation to some of the issues, including the valuation of his interest in the Company and the transferability or otherwise his stocks/holdings in the Company.

which was filed in support of the initial application for adjournment.

1. A separate issue arose in respect of the husband's failure to disclose the interest of his partner in D Company. The lawyers for the wife wrote to those acting for the husband on 11 September 2025 and sought (among other documents and information) "[d]etails of any interest [Ms EE] has in [D Company]." The husband provided no information or documents in response to the inquiry and indicated, for the first time in the witness box during cross-examination, that the husband's partner had options granted to her as an employee. The husband gave evidence about his partner's entitlements in the present tense which supports the conclusion that she did in fact exercise the options (as opposed to allowing them to lapse) upon her leaving the corporation.
2. Information about the financial circumstances of the husband's partner is plainly relevant having regard to s 79(5)(q) of the Act and in particular, the arrangements for acquisition of the property which the husband and his partner own in Country C.

1. The applications for adjournment made on behalf of the husband were made against the following background:

(a) The proceedings were commenced by the wife on 4 September 2023;

(b) The husband filed documents in response on 31 October 2023;

(c) The orders made 1 November 2023 identified the necessity for engagement of a single expert valuer to value the husband's interest in D Company;

(d) An initial report by the single expert was dated 30 April 2024;

(e) Directions for a trial commencing 13 October 2025 were made on 28 March 2025 and 7 April 2025;

(f) The timetable for filing documents was amended on 13 August 2025;

(g) When the parties appeared on 15 September 2025, the expert evidence remained outstanding and a further direction was made for it to be filed by 1 October 2025. This occurred;

(h) The formal relief sought by the husband was always premised on the assertion that the husband's interest in D Company was not property;

(i) The Court noted an apparent concession by the husband on 28 March 2025 in the following terms: 'The husband's response to final orders filed 31 October 2023 requires amendment, as does the husband's financial questionnaire filed 31 October 2023. The husband today concedes that in order to achieve justice and equity it will be necessary for he [sic] to transfer in specie to the wife some of his interests in D Company' ("the 28 March 2025 notation").

(j) On 22 April 2025 a letter was sent from the solicitors for the husband to the solicitors for the wife which said "[w]e are advised by the Board that the ROFR rights of the Company and Major Investors are the only currently effective restrictions over [Mr Charis'] shares."

1. The husband disputed that the 28 March 2025 notation accurately reflected his lawyer's submission and disputed the accuracy of the representation in his lawyer's letter of 22 April 2025. I accept that the notation accurately reflected the representations made by the husband's legal representative on 28 March 2025. Even if I were to accept the husband's submission, he offered no explanation for failing to vary or withdraw either concession prior to cross-examination directed to same. The concessions made on his behalf framed the nature of the parties' dispute.
2. Each application for an adjournment must be determined on its merits having regard to the issues in the case, conduct of the parties, balance of fairness and procedural fairness, consideration of the efficient use of public resources, and specific and general interest in the efficient administration of justice.
3. On 1 October 2025 at 9.11 pm, the husband filed an application seeking to adjourn the hearing listed to commence on 13 October 2025. That application was listed on the first day of the trial. The adjournment was opposed by the wife. I refused the application and indicated that I would give reasons.
4. In support of the application, the husband relied on an affidavit affirmed by his solicitor. The affidavit indicated that an adjournment was required on the basis that the husband wished to put questions to all experts except a valuer of Australian real property. The husband put questions to Ms U (a lawyer based in the United States of America ("USA")); Mr T (the valuer who had valued the husband's interest in D Company) and Mr V (who had provided evidence about matters related to Australian taxation).
5. The husband had sought the adjournment in reliance upon his desire to engage an alternate expert (relating to foreign law and the value of D Company). Senior counsel for the wife noted the following matters as relevant to that issue:

(a) If the restrictions arise from the Stock Purchase Agreement ("SPA") this is not a new issue (as the agreement is from 2016);

(b) The SPA also talks about the statutory framework for registration of transfers - such that any statutory restriction was not a new issue.

1. The husband said that amendments to the wife's application on 30 September 2025 had raised issues not previously considered.
2. The wife's position is that she had always sought transfer of part of the husband's interest in D Company to her, and further that the husband had acknowledged the inevitability of same, which was recorded by way of a notation on 28 March 2025.
3. The husband indicated he was not in a position to meet Ms U's evidence, which had been provided to the parties in draft on 11 September 2025. I accept the husband may ideally have wanted more time to make inquiries, but the following factors weighed strongly against the adjournment which was refused:

(a) The husband did not identify that the draft report differed materially from the final report and hence he had just over a month to consider the report;

(b) The husband had identified lawyers in the USA who were not appointed as single expert - the husband's evidence is silent as to whether he had approached them to assist;

(c) The husband did not identify any specific issue in the report which created difficulty. He did not question the methodology or express specific dissatisfaction with an identified aspect of the evidence itself;

(d) The husband did not say that, if given an adjournment of specific length, he would be in a position to proceed;

(e) The parties had both spent considerable money by way of legal fees in preparation for the hearing which was scheduled.

1. Ms U was the expert in American law appointed as single expert in these proceedings. She prepared a report dated 18 September 2025 upon which the parties relied.
2. Subsequent to the release of Ms U's report, she prepared answers to clarifying questions posed by both parties, which were filed on 11 October 2025. The husband objected to portions of the report answering the clarifying questions posed by the wife.
3. At the beginning of the report in question (containing Ms U's answers to the wife's clarifying questions) Ms U said:

In preparing these responses, we have consulted with and relied upon the opinions of our [M State]-qualified colleagues and our colleagues who are experts in US securities law.

1. On voir dire, Ms U was asked about this process and whether she had effectively referred specific questions to colleagues who she thought were better qualified to express an opinion on securities law and then adopted those opinions. She confirmed this had occurred. I accept without qualification that she is experienced and qualified to offer opinions about American law such as are within her knowledge and experience, and where the opinion is based on her qualifications and experience. I also accept that there are some circumstances where an expert may appropriately take into account, in reaching a particular conclusion, the opinions of others. I am not persuaded that Ms U's evidence in this case is able to be characterised as falling within that those circumstances.
2. In Dasreef Pty Ltd v Hawchar [2011] HCA 21; (2011) 243 CLR 588, the High Court of Australia said at [32] referring to the Evidence Act 1995 (NSW):

To be admissible under s 79(1) the evidence that is tendered must satisfy two criteria. The first is that the witness who gives the evidence "has specialised knowledge based on the person's training, study or experience"; the second is that the opinion expressed in evidence by the witness "is wholly or substantially based on that knowledge".

A failure to demonstrate that an opinion expressed by a witness is based on the witness's specialised knowledge based on training, study or experience is a matter that goes to the admissibility of the evidence, not its weight.

1. In Malone on behalf of Western Kangaoulu People v State of Queensland (No 3) [2022] FCA 827, Justice O'Bryan considered the issue of an expert expressing an opinion which was reliant upon other opinions contained in what was described as "additional materials", concluding at [45], regarding the Evidence Act 1995 (Cth):

...In general, the mere adoption and restatement of an opinion does not involve the application by the expert of his or her specialised knowledge and therefore cannot satisfy s 79.

1. O'Bryan J's decision acknowledges that it is permissible for an expert to rely upon the opinions of other qualified experts (as contained in articles, publications and materials prepared by those persons in areas where they have expertise). That is not the position here - as the opinions which have been adopted by Ms U in answering the questions were from unidentified persons to whom she delegated the task of answering the questions.
2. In application of the principles outlined above, I rejected those portions of Ms U's report to which objection was taken.

1. Following the close of oral evidence, the husband made a further application for an adjournment which was refused. The application was made on the basis that:

(a) Exclusion of some of the evidence of Ms U had created a lacuna;

(b) An adjournment of the proceeding would permit the husband to put further documentary evidence before the Court.

1. By that stage the husband had received and relied upon several responses to the parties' questions to the various experts. The husband's senior counsel cross-examined Ms U. The value ascribed to the husband's interest in D Company was ultimately agreed, albeit the husband and wife were at issue about whether the interest should be regarded as property or a financial resource.
2. It was plain that while the application for an adjournment was in part premised on the unavailability of documents, it was not equally plain that an adjournment would lead the husband to furnish the documents. This is significant because it was not clear, at the time of the application, in what terms a request had been made to D Company or the corporation's attitude to the request. It was difficult to conclude in those circumstances that the proposed adjournment would have utility.
3. The husband also indicated that the lack of adequate machinery provisions in the wife's relief was a matter relevant to the proposed adjournment. I accept, however, that extensive machinery provisions may be more appropriately sought in the event that enforcement of final orders is necessary.
4. The wife had sought to maintain the evidence in Ms U's further report. The wife did not seek an adjournment when the evidence was excluded.
5. I was satisfied that the exclusion of Ms U's further evidence did not create a difficulty in reaching a conclusion about the transferability of the husband's interest in D Company.

1. The husband relied upon an affidavit by Mr W filed on 10 September 2025. Mr W is a founding board member of D Company and (with another board member, Ms Z) constitute the compensation committee of D Company.
2. During the husband's evidence, he was asked a number of questions about decisions which had been made by the corporation of which he is the President, and he indicated that he did not know or had only recently become aware of some of these matters. In broad terms they related to: approval of registration of share transfers, sale of stock by founders, valuations obtained, matters dealt with by the compensation committee (of which he is not a member). A proof of evidence by Mr W was prepared. It purported to deal with "recent transactions" relating to founders stock.
3. The wife objected to the witness being permitted to give this evidence and I allowed the objection.
4. The primary basis upon which the wife's objection was allowed was because it would have been procedurally unfair to have permitted Mr W's further evidence to have been given at that point in the proceedings. The procedural unfairness arose from:

(a) The imprecise nature of the evidence - significantly its reference to "recent transactions" of stock by founding members without reference to the actual date;

(b) The failure on the part of the husband or the deponent to provide the documents which related to the transactions to allow the Court (and the wife) access to the primary evidence relating to the transactions - including the date.

1. Given Mr W's affidavit was filed on 10 September, there was no attempt to explain if the transactions had occurred before or after that date and no notice of the transactions at all until the husband's oral evidence in cross-examination at trial.
2. In addition, the husband sought to lead the further evidence from Mr W after the husband's own evidence was concluded.
3. For the above reasons, the application was refused.

1. Uncontroversially, the parties began living together on a full-time basis by July 2005. There are two children of the marriage: X born 2008 and Y born 2010.
2. At the commencement of the parties' relationship, the wife owned a property subject to a mortgage, a share portfolio with a value of $15,960, superannuation with an approximate value of $19,600 and a car.
3. At the commencement of the parties' relationship, the husband owned two properties subject to mortgage and superannuation with an approximate value of $43,221.
4. The parties prepared a Joint Balance Sheet which recorded areas of agreement and disagreement about the identity and value of assets, liabilities, superannuation and financial resources. That exhibit is reproduced below (excluding the notes):

Husband's interest for common shares of D Company (as at 01/07/2025)

Husband's interest for common option shares of D Company (as at 01/07/2025)

Loan owed by Ms EE for the 4/5ths remainder of her 1/2 share of Country C property.

K Bank **...46

Personal loan / line of credit

Anticipated capital gains tax payable for FYE2026

Wife's 50% share in single expert fees to GG Company - Suburb B Property

Wife's 50% share in single expert fees to HH Company

S Super Fund - Defined benefit + Accumulation interest

- JJ University (old)

- KK University (current)

Husband's interest for common shares of D Company (as at 01/07/2025)

Husband's interest for common option shares of D Company (as at 01/07/2025)

1. By the above exhibit the parties also agreed to adopt agreed exchange rates as at 16 October 2025 for EUROS, US and UK currency.

1. The following issues arise for determination pursuant to s 79(3)(a)(i):

(a) Are the husband's shares in D Company property of the husband?

(b) Are the husband's options in D Company property of the husband?

(c) Should the funds previously held in the trust account of the wife's solicitors be considered property of the wife?

(d) Are the parties' entitlements to retirement-related interests in the United Kingdom ("UK") and the USA property or financial resources?

1. The following issues arise for determination pursuant to s 79(3)(a)(ii):

(a) What is the indebtedness of the husband by way of a line of credit with K Bank (and ought the whole of this liability be included when determining the pool of assets against which adjustment is considered)?

(b) Noting that the wife is subject to a Court order which obliges her to pay the husband half of all expert fees, the quantum of which is uncontroversial, ought those fees be considered a liability of the wife for the purpose of determining the pool of assets against which adjustment is considered?

(c) Does the evidence allow a finding about taxation liabilities which may arise on the making of orders?

1. On 19 November 2015 D Company was incorporated in M State in the USA. The husband incorporated the entity with three colleagues, collectively "the founders".
2. On 31 May 2016 two documents were executed by the husband in his personal capacity:

(a) Stock Purchase Agreement (SPA);

(b) Technology Assignment Agreement.

1. In consideration of the assignment, the husband received 2.5 million common stock shares. The shares were to, and did, vest over the next four years. The single expert says the shares have a value, as of July 2025, of $49,325,000 USD.
2. From late 2016 the husband was appointed and remains the Chief Executive Officer of D Company. He is the President of the corporation and Chair of its Board.
3. The definition of "property" in the Act says that property of the parties means "property to which those parties are, or that party is, as the case may be, entitled, whether in possession or reversion." Given such a statutory definition, it is necessary to have regard to those cases where the issue of whether an item should be regarded as property has arisen.
4. Those cases have had regard to the consideration of what may be categorised as property from Lord Wilberforce's decision in National Provincial Bank v Ainsworth [1965] UKHL 1; (1965) AC 1175 (quoted by Mason J in R v Toohey; Ex parte Meneling Station Pty Ltd [1982] HCA 69; 158 CLR 327 at [27]), as follows:

Before a right or an interest can be admitted into the category of property, or of a right affecting property, it must be definable, identifiable by third parties, capable in its nature of assumption by third parties, and have some degree of permanence or stability.

1. The judgment of Mason J also included the following passage at [29]:

Assignability is not in all circumstances an essential characteristic of a right of property. By statute some forms of property are expressed to be inalienable. Nonetheless, it is generally correct to say, as Lord Wilberforce said, that a proprietary right must be "capable in its nature of assumption by third parties".

1. As the Full Court (Ainslie-Wallace and Aldridge JJ) observed in Tomaras & Tomaras (2021) FLC 94-064 ("Tomaras") at [92]:

The word "interest" like the word "property" is a word of many potential meanings and the word must take its meaning from the specific context in which it is used (Commissioner of Stamp Duties (Qld) v Livingston (1964) 112 CLR 12 at 712-713; Re Hemming (dec'd); Raymond Saul & Co (a firm) v Holden [2009] Ch 313 at [55]).

1. In so far as it was articulated at trial, the husband conceded that shares are ordinarily regarded as property. Here, the husband submitted, his shareholding in D Company ought be treated differently because those shares which he holds are not "the subject of bargain or sale".
2. The reference to being "the subject of bargain or sale" draws on the definition of property set out by the Full Court in Duff & Duff (1977) FLC 90-217 at 76,132 - 76,133:

It seems unnecessary to attempt to set out a catalogue of what "property" may include in the content of sec. 79. It is sufficient for the purposes of this case to say that "property" means property both real and personal and includes choses in action.

The word "property" has been the subject of a very large volume of judicial interpretation. A compendious description of it is to be found in Halsbury, 3rd ed, Vol 3, para 541 with multiple references to cases. It is sufficient for our purposes to refer to that definition which states:

"Property is that which belongs to a person exclusive of others and can be the subject of bargain and sale. It includes goodwill, trademarks, licences to use a patent, book debts, options to purchase, life policies and the rights under a contract."

...

The word has also been comprehensively defined in statutes both State and Imperial relating to married women's property. We do not propose to instance those definitions here, but in Jones v Skinner (1835) 5 LJ Ch 90 Langdale MR said:

"Property is the most: comprehensive of all terms which can be used inasmuch as it is indicative and descriptive of every possible interest which the party can have."

This is a definition which commends itself to us as being descriptive of the nature of the concept of "property" to which it is intended that the Family Law Act 1975 should relate and over which the Family Court of Australia should have jurisdiction to intervene when disputes arise in relation to the property of spouses as between themselves or when the court is asked to exercise the powers conferred upon it under Pt: VIII or its injunctive powers under sec. 114 so far as they are expressed to relate to a property of the party to a marriage.

We are of the view that the intention of sec. 79 is to enable the Court to take into account and assess all the property of the parties upon being asked by either of them to make an order altering the interests of the parties in property. We are further of the view that when sec. 4 defines property as being "property to which the parties are entitled whether in possession or reversion" the words "whether in possession or reversion" are not intended to indicate that the kind of property with which this Act can deal must be property to which a party is entitled in possession or reversion but rather the phrase "whether in possession or reversion" is, as a matter of grammar, an adverbial phrase which qualifies the word "entitled". The phrase means that the entitlement to the property may be either in possession or reversion; i.e. the phrase is descriptive of the entitlement and not of the property and it removes any fetter upon the court in dealing with property under this Act by limiting the nature of the entitlement thereto to entitlement in possession.

(Emphasis added)

1. The husband contended he was unable to alienate the shares in D Company and as a consequence the shares should be regarded as a mere personal right and not property. More faintly, the husband submitted that the restrictions on alienability have the effect of classifying the shares as a personal right.
2. To the extent that the husband's submission relied upon his shareholding being inalienable, two things arise: the first is that an inability to assign or transfer will not always be fatal to the characterisation of the shares as property: Mullane v Mullane [1983] HCA 4; (1983) 158 CLR 436 at [445]; the second is that an examination of the apparent barriers does not demonstrate that the shares are, in fact, unable to be transferred.
3. In Best & Best [1993] FamCA 107; (1993) FLC 92-418 ("Best"), the Full Court said at 80,288:

Inalienability does not deprive an interest of the characteristic of property except where it is an inherent characteristic of the right itself that it is both personal and unassignable and hence not proprietary in character, the most common example of which is a personal right to sue for damages.

1. The husband in this case has not established that an inherent characteristic of his shareholding in D Company is that it is personal to him, nor has he established that it is unable to be assigned. The impediments which he identifies are said to be:

(a) The terms of the grant as contained in the SPA;

(b) The terms of a Right of First Refusal agreement;

(c) Limitations arising from a Pledge Agreement;

(d) Limitations arising from the securities law of the USA;

(e) Vaguely articulated impediments arising out of the husband's status as a founder and CEO.

It is necessary to examine each of these in turn.

1. The matters upon which the husband relies to ground the submission that he cannot assign his shareholding may be characterised not as impediments to transfer but as prerequisites to transfer. It is useful to set out section 4 of the SPA entitled "Other Restrictions on Transfer"

SECTION 4. OTHER RESTRICTIONS ON TRANSFER.

(a) Purchaser Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:

(i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act.

(ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares.

(iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.

(iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law.

(v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.

(vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.

(b) Securities Law Restrictions. Regardless of whether the offering and sale of Shares under this Agreement have been registered under the Securities Act or have been registered or qualified under the securities laws of any State, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of the Purchased Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any State or any other law.

(c) Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, the Purchaser or a Transferee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Company or its managing underwriter. Such restriction (the "Market Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules.

The Market Stand-Off shall in any event terminate two years after the date of the Company's initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Subsection (c). This Subsection (c) shall not apply to Shares registered in the public offering under the Securities Act.

(d**) Rights of the Company**. The Company shall not be required to (i) transfer on its books any Purchased Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Purchased Shares, or otherwise to accord voting dividend or liquidation rights to, any transferee to whom Purchased Shares have been transferred in contravention of this Agreement.

1. Dealing with the specific examples given by the husband:

(a) That the husband must give written notice to the corporation of any transfer;

(b) That the corporation has a first right of refusal in respect of some/all of the shares;

(c) That the husband must give notice to preferred shareholders who themselves have a right of refusal;

(d) The necessity to obtain an opinion of counsel (prior to registration) to the effect that the transfer does not breach securities law;

(e) Any attempted transfer of shares not in accordance with the Plan will be null and void;

(f) The husband cannot transfer or dispose of shares in violation of the Securities Act of 1933 and/or the Securities Exchange Act of 1934.

1. The above issues are not prohibitions on transfer but prerequisites to transfer. The husband has not established that the conditions will prevent the transfer the wife seeks. I will discuss some of these matters in more detail below.

Limitations on alienability arising from Right of First Refusal Agreement

1. On 14 March 2025 the husband entered into an Amended and Restated First Refusal And Co-Sale Agreement (in substitution for the terms of earlier right of first refusal and co-sale agreements) ("ROFRA") (Exhibit 3).
2. The effect of the ROFRA is that any proposed transfer of the common stock owned by the husband must be offered in accordance with the terms of the agreement prior to any transfer.
3. It must be accepted that the effect of the ROFRA is not that the husband's common stock cannot be transferred but rather that there are some potential impediments to its transfer to the wife. If the rights under the agreement are taken up, the husband is still able to transfer his shareholding for value. In those circumstances the wife would not receive shares but the proceeds of the sale which had taken place under the ROFRA.
4. The existence of this agreement does not alter the character of the husband's shares.

Limitations on alienability arising from Pledge Agreement

1. On 28 September 2022 the husband entered into an agreement ("the Pledge Agreement") whereby he pledged 400,000 shares of common stock as security for monies advanced by D Company to guarantee his borrowings with K Bank (Exhibit 34). That agreement was amended on 11 September 2024, effectively to extend the term of the loan and guarantee (Exhibit 35).
2. The wife seeks transfer of shares (not options) such that she receives the number of shares which equate to half the value of the shares and options held by the husband. As identified in closing submissions, the wife's orders seek transfer of 2,073,156 shares to her. The husband has 2,500,000 shares. Accordingly, if the husband were to transfer to the wife 2,073,156 shares that would leave him with 426,844 shares and not compromise the obligations under the Pledge Agreement. Accordingly, the fact that 400,000 shares are subject to the Pledge Agreement does not create an impediment to the characterisation of the husband's shareholding as property; perhaps to the contrary, since they are being offered as collateral. Even if the wife were seeking transfer of the shares which are the subject of the Pledge Agreement, I am not persuaded that this factor would impact upon their characterisation as property, albeit I accept that it might pose practical difficulties.

1. The husband said, and the wife accepted, that the husband cannot transfer or dispose of shares in violation of the Securities Act of 1933 ("Securities Act") (including Rule 144) and the Securities Exchange Act of 1934 ("the Exchange Act"). The husband can, for the reasons discussed below, transfer or dispose of shares in compliance with American securities law.
2. The husband does not identify any restrictions arising out of the Exchange Act.
3. A transfer from the husband to the wife of the husband's shares in D Company would need to qualify for an exemption under the Securities Act, which is an exemption from registration.
4. When the husband received his shares, the SPA made plain that the shares were not registered under the Securities Act and transfer of shares would require either:

(a) Registration; or

(b) An exemption from registration.

1. The wife says that the Securities Act applies to sale of shares and not to transfer pursuant to court order. Even if that is wrong, the Securities Act contains many pathways to exemption.
2. The wife says the transfer from the husband to the wife would attract an exemption under the Securities Act. There are several exemptions available: firstly under s 4(a)(1), the ordinary trading exemption, unless the husband is considered an affiliate and therefore deemed to be an underwriter. The husband warranted in the SPA that he was not acquiring the shares with a view to "distribution" within the meaning of the Securities Act. This is a clear indication that this exemption ought apply.
3. Secondly, the wife meets the definition of "accredited investor" in s 4(d)(1) of the Securities Act which would allow, as an exemption, for private resale of the husband's shares. The proposed transfer fulfils the requirements of sections 4(d)(2) - (8).
4. Also, under Regulation S of the Securities Act, a safe harbour exemption applies to transfers between the parties outside the United States of America (Exhibit 48). It is proposed that this transfer would take place when both parties were outside the United States of America.
5. Operation of Rule 144 of the Securities Act (referred to in the SPA) applies to public offerings of shares. The proposed transfer to the wife is not a public offering.
6. I am satisfied that the provisions of the securities law which have been identified offer pathways for exemption from registration (as opposed to impediments to transfer). Even if I am wrong, I am satisfied that that the husband is able to transfer his shares to a third party, consistently with other secondary market share transfers, including the recent transactions involving founders stock.
7. Provided the husband complies with the terms of the SPA and relevant securities laws, then the corporation's by-laws (Exhibit 28) provide:

6.4 Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

1. It follows that I find the asset is able to be alienated and is properly regarded as property of the husband.

1. Finally, it was submitted, on behalf of the husband that an additional impediment to the characterisation of the husband's shares in D Company arose from the existence of "uncertain future events". Those events were not specified. Future events may well impact on the value of the husband's shares, but it was not articulated how they would impact upon their character as property.
2. The husband submitted that even if the Court were to accept that the husband's shares in D Company were property, that is a separate issue from the whether or not they are amenable to an order for adjustment under s 79 of the Act. I agree they are separate issues for the reasons discussed at [205] of Tomaras (Watts J in dissent). That does not mean I accept, as the husband submitted, that the shares cannot be transferred.
3. Ultimately, the husband sought to characterise his interest in D Company as a financial resource. A financial resource, as the High Court confirmed in Hall v Hall [2016] HCA 23; [2016] 257 CLR 490 at [54] citing Kelly & Kelly (No 2) (1981) FLC 91-108 at 76,803, is:

"...a source of financial support which a party can reasonably expect will be available to him or her to supply a financial need or deficiency."

1. It is immediately plain that the husband's concession sits uncomfortably with other assertions he made in the proceedings, since he did not seemingly accept that the shares and options would be available to meet a financial need - despite entering into the Pledge Agreement.

1. Although not cogently advanced, the husband appeared to suggest that some limitation on transfer arose from his status as a founder and the CEO. It was not asserted that disposal of shares by the husband would impact the market value of the shares.
2. The evidence which emerged ran contrary to the husband's assertion. The unchallenged evidence of Mr T was:

In relation to the restrictions regarding founders transferring their common stock...

"Typically, I have not applied an additional discount on the basis of restrictions associated with transferring Founders Stock. In fact, in my experience, Founders are often accorded special consideration in selling their shares in secondary transactions or otherwise being granted opportunities that are not available to rank and file option holders. As such, a premium may be appropriate rather than a discount when valuing Founder Shares versus non-founder shares."

1. In addition, the recent stock transactions, about which the husband gave evidence in cross-examination, involved founders shares.
2. The husband's shares in D Company are property of the husband with a value of AUD75,746,154 as of 1 July 2025. Mr T acknowledged that recent events, not considered by him, would "in all likelihood" have the effect of increasing that figure.

1. On 21 June 2016 the D Company stockholders and board of directors adopted a 2016 Stock Option and Grant Plan by which, in due course, the husband was granted 1,725,000 options. The options vested commencing 1 December 2019 such that by 1 November 2023 all of the options had vested. The strike price is USD1.29. The husband has not exercised any of the options. Section 9 of the Grant document provides that the options are not transferable other than by the laws of descent and distribution.
2. In order to exercise the options, the husband will have to pay the strike price. There are a number of different ways in which this might occur. I accept the husband does not have liquid assets to the value of AUD2,225,250 and accordingly, the two methods by which the husband might exercise the options appear to be (as per the 2016 Stock Option and Grant Plan (Exhibit 32):

(B) If permitted by the Committee, by the optionee delivering to the Company a promissory note, if the Board has expressly authorized the loan of funds to the optionee for the purpose of enabling or assisting the optionee to effect the exercise of his or her Stock Option; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid in cash if required by state law;

...

(E) If permitted by the Committee, and only with respect to Stock Options that are not Incentive Stock Options, by a "net exercise" arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price.

1. The husband submitted that the evidence does not permit a finding that either of those options would be available to him. Given the availability of those options, if approved by a Committee of the Board, of which he is the Chair, the husband has not made an affirmative case for those options being unavailable.
2. The evidence of Mr T relevant to a question about hypothetical restrictions on transfer of founders stock has application to the question of whether the committee would approve one of the above identified methods for exercise of the husband's options:

...in my experience, Founders are often accorded special consideration in selling their shares in secondary transactions or otherwise being granted opportunities that are not available to rank and file option holders.

1. The husband submitted that the options are not property (for the reasons discussed above) and because it was contended that the husband lacks the ability to exercise the options (which are not transferable).
2. In so far as the argument about capacity to transfer is concerned, the wife accepted that the husband could not transfer his options but submitted that this factor did not conclusively determine their characterisation. One of the factors that supports the characterisation of the husband's options as property is the fact that they have vested - in that regard they are different in character from the options which a majority of the Full Court in Hurst & Weber [2009] FamCAFC 137 accepted at [14] could be properly characterised by the trial judge as a financial resource.
3. As discussed above, the capacity to transfer (or lack thereof) is not determinative of the character of the asset: Best; Nielson & Nielson [2012] FamCA 70; Shakir & Shakir [2014] FamCA 796. I find that the husband's options are property of the husband.

Should the whole of the husband's line of credit be included?

1. The husband borrowed an initial amount of between USD1,600,000 (husband's figure) and USD1,650,000 (wife's figure) to fund the purchase of the property he owns with his partner in Country C. The amount of $2,209,821 was applied to the purchase. The husband has redrawn the facility such that the amount owing is $3,000,000. The husband has applied some of those funds to legal fees and expenses. The husband has applied the remainder to living expenses for himself, his partner and child of that relationship, the expenses of the parties' children and potentially, and to a lesser extent, the expenses of the wife. There are no statements in evidence (or specific affidavit evidence before the Court) which addresses the application of the funds over and above their application to the purchase of the Country C property.
2. The wife says that consistent with the principles in decisions such as Af Petersens and Af Petersens [1981] FamCA 50; (1981) FLC 91-095, the Court should regard that aspect of the borrowings which were not applied to the purchase of the Country C property as personal to the husband and exclude them for the purpose of determining the net assets available for adjustment.
3. In order to determine the appropriate course, it is necessary to understand the extent to which the husband has contributed to the expenses of the wife and children in the period and how the wife has funded her legal fees. I accept the husband may have applied funds from this source to school fees and credit card payments for the benefit of the children and the wife but given his legal obligation to provide for the children and the lack of clarity about whether his income or the borrowings were applied to that expense I am not persuaded that the fact that some of his loan monies may have benefitted the children and wife is a basis upon which to include the whole of the line of credit (recently extended to fund legal fees).
4. The wife received an inheritance in 2015 which comprised $20,371.80 cash and a share portfolio with a value of $416,805.15. The wife applied the cash component and the dividends she received to the parties' expenses. The portfolio itself remained intact until the wife began to sell shares in 2022. Between June 2022 and September 2025, the wife sold shares valued at $776,249. The wife funded her legal fees from the sale of an asset which was received as an inheritance and which she quarantined. It is not appropriate to regard that inheritance in those circumstances as a contribution by or on behalf of the wife, but the corollary is that two factors make it inappropriate to include the whole of the husband's line of credit: the first is that because the husband has applied funds from that source to payment of his legal fees - the inclusion of that debt has the effect of requiring the wife to share in those legal fees (without any regard to the provision of s 114UB which would usually govern applications for costs); and secondly because, in approaching the adjustment of the parties' net assets, inclusion of this indebtedness would not result in an order which is just and equitable.

1. At the commencement of the trial, the sum of $205,502 was held by the wife's solicitors in their trust account on account of anticipated costs and disbursements in the proceedings. At the conclusion of the trial, that amount had been applied to outstanding costs and disbursements such that the balance was NIL. I have excluded the funds on the basis that they are not property of the parties or either of them (and also having regard to my conclusions about the manner in which those legal fees were paid - discussed elsewhere in these reasons).

1. The wife included in her column of the joint balance sheet (Exhibit 49) her share of the expert fees.
2. On 7 April 2025 Campton J made the following orders:
   1. The Respondent shall pay the costs of the residential real estate valuers at first instance, with the wife to reimburse him for 50 per cent of that cost from any s 79 verdict.
   2. That the Respondent shall pay the costs of the [D Company] Valuer at first instance, with the wife to reimburse him for 50 per cent of that cost from any s 79 verdict.
   3. That the Respondent shall pay the costs of the US Tax Expert at first instance, with the wife to reimburse him for 50 per cent of that cost from any s 79 verdict.
   4. The Respondent shall pay the costs of the Australian Tax Expert at first instance, with the wife to reimburse him for 50 per cent of that cost from any s 79 verdict.
   5. That the Respondent shall pay the costs of the US Lawyer at first instance, with the wife to reimburse him for 50 per cent of that cost from any s 79 verdict.
3. The making of the above orders is consistent with the position set out in the Rules.
4. I accept the wife is obliged to pay the husband in accordance with the Orders of 7 April 2025. In that sense the debt is a liability of the wife. However, if I were to bring it to account as one of the liabilities in the joint balance sheet, that would have the effect of increasing the husband's liability to pay the expert fees to greater than half. I do not propose to include those liabilities in my calculation of the net pool to effect the equal distribution. However, I will return to the wife's liability in this regard later in these reasons.

Retirement interests of the parties outside Australia

1. The husband and wife have an entitlement to the following:

(a) S Super Fund, in which the husband has a defined benefit interest with a balance of AUD207,016;

(b) P Super Fund in which the wife has a balance of approximately AUD102,455;

(c) Husband's Q Super Fund with a balance of approximately of approximately AUD311,017;

(d) Wife's Q Super Fund with a balance of approximately AUD223,971.

1. The wife said the Court should find they are property. The husband, somewhat curiously, said through Exhibit 49 that his US and UK entitlements are a financial resource but those of the wife are property.
2. None of those interests are "superannuation interests" in an "eligible superannuation plan" as defined in s 90XD of the Act. The effect is that those interests are not amenable to superannuation splitting under the Act. How should they be characterised? Do they have the character of property or are they more properly considered a financial resource? The parties may (or may not) have an entitlement to access some of the funds (subject to meeting certain conditions). The reality is that there is a paucity of information available to determine whether they are properly characterised as property or financial resources. I will place them in a separate pool for the purpose of ascertaining the net property of the parties. Consistent with those authorities which predate the introduction of superannuation splitting (and absent sufficient evidence about nature and character), I will regard those retirement interests as financial resources.
3. I have removed from consideration, assets or liabilities which the parties agree have NIL value.
4. It follows from the above conclusions that I find that the assets, liabilities, superannuation and financial resources of the parties are as follows:

Husband's interest for common shares of D Company (as at 01/07/2025)

Husband's interest for common option shares of D Company (as at 01/07/2025)

Loan owed by Ms EE for the 4/5ths remainder of her 1/2 share of Country C property.

K Bank **...46

Personal loan / line of credit

Anticipated capital gains tax payable for FYE2026

S Super Fund - Defined benefit + Accumulation interest - JJ University (old) - KK University (current)

1. The husband communicated to the wife on 15 September 2019 that from his perspective the marriage was at an end. The wife accepts that this conversation occurred. She said that she considered the relationship was at an end when the husband left their shared home in March 2020. It is important, in the context of an application for dissolution of marriage, to determine the date of separation when the parties are at issue. From time to time it will also be important to adjudicate the dispute in the context of an application for property adjustment. However, in the circumstances of this case, I am not persuaded that the difference between September 2019 and March 2020 has any bearing on the task I must undertake, namely assessment of the matters which inform whether the resulting property adjustment orders are just and equitable.
2. I form that view in reliance upon the reasoning in Stanford v Stanford [2012] FamCAFC 1; (2012) 247 CLR 108 at [41] - [42]:

...if the parties to a marriage have expressly considered, but not put in writing in a way that complies with Pt VIIIA, how their property interests should be arranged between them during the continuance of their marriage, the application of these principles accommodates that fact. And if the parties to a marriage have not expressly considered whether or to what extent there is or should be some different arrangement of their property interests in their individual or commonly held assets while the marriage continues, the application of these principles again accommodates that fact. These principles do so by recognising the force of the stated and unstated assumptions between the parties to a marriage that the arrangement of property interests, whatever they are, is sufficient for the purposes of that husband and wife during the continuance of their marriage. The fundamental propositions that have been identified require that a court have a principled reason for interfering with the existing legal and equitable interests of the parties to the marriage and whatever may have been their stated or unstated assumptions and agreements about property interests during the continuance of the marriage.

In many cases where an application is made for a property settlement order, the just and equitable requirement is readily satisfied by observing that, as the result of a choice made by one or both of the parties, the husband and wife are no longer living in a marital relationship. It will be just and equitable to make a property settlement order in such a case because there is not and will not thereafter be the common use of property by the husband and wife. No less importantly, the express and implicit assumptions that underpinned the existing property arrangements have been brought to an end by the voluntary severance of the mutuality of the marital relationship. That is, any express or implicit assumption that the parties may have made to the effect that existing arrangements of marital property interests were sufficient or appropriate during the continuance of their marital relationship is brought to an end with the ending of the marital relationship. And the assumption that any adjustment to those interests could be effected consensually as needed or desired is also brought to an end. Hence it will be just and equitable that the court make a property settlement order. What order, if any, should then be made is determined by applying s 79(4).

1. It is not the act of conveying that the relationship is at an end which is material, but the conclusion of the arrangements which have been in place - both financial and non-financial. In this case those changes took place over a period of time. It is not plain from the evidence that there was any change to the nature of the parties' respective contributions (financial and non-financial) during the period September 2019 to March 2020.
2. The initial contributions of the parties are not significant in this case when viewed alongside the many contributions each party made over a long relationship and post-separation period. Neither party urged that any disparity in them would result in an adjustment in favour of one spouse or another; and I have approached this case on the basis that the parties agree that until the time of separation (leaving aside the husband's interest in D Company), there was an equivalence in the parties' contributions (be they financial or non-financial). It follows that I am not persuaded that it is necessary or desirable to determine whether the wife has understated (or the husband overstated) the husband's non-financial contributions.

1. The husband submitted that his contributions after separation are such that - when one has regard to the contributions of both of the parties - his contributions will be assessed as greater than those of the wife in relation to his interest in D Company.
2. He invited the Court to approach the assessment of contributions on an asset-by-asset approach - as regards his interest in D Company. The Act itself does not impose a method by which the Court will consider the matters which appear in sections 79(4) and (5). In that regard a court may assess contributions globally or by reference to a specific asset or assets.
3. The husband submitted that this is a case in which the Court ought adopt an asset-by-asset approach. In that regard the husband submitted that the dicta of the Full Court in Zaruba & Zaruba [2017] FamCAFC 91; (2017) FLC 93-776 ("Zaruba") have application. That case acknowledged that in the "vast majority of cases" a global approach will be appropriate but went on to say at [39]:

However, the position is likely to be different in circumstances where, as here, the characteristics of the property and the circumstances of its acquisition, improvement and the like can be seen to differ significantly and where, as here, the parties' relationship had taken on quite different characteristics during the period to which the s 79 inquiry is directed.

1. It is important to understand how markedly the facts in Zaruba differed from those in this case. The Full Court in Zaruba were considering the trial judge's treatment of a property acquired by the wife in her sole name five years after the parties had separated their finances (and indeed the acquisition was unknown to the husband until well after purchase and funded entirely by funds provided by a friend of the wife). A home was constructed on the land 15 years after the parties separated their finances.
2. The husband in this case identified the following matters as relevant to the submission that contributions to D Company should be assessed separately from assessment of contributions to other assets and superannuation:

(a) The value of the shares the husband holds in D Company which he founded (with three others) at about the time of separation and the increase in value which has occurred since that time;

(b) The fact of some of the interest vesting after the date of separation;

(c) The contention that the increase in value is attributable in part to the husband's skills and efforts;

(d) In written submissions, separately from the above, the expenses attended to by the husband since separation for the benefit of the wife and the children of the marriage.

1. I accept the husband has continued to work diligently in the interests of D Company since separation. I accept his personal labours are relevant to the success of the venture. However, the evidence does not permit, as the husband contended, a finding that his personal contributions (for which he has been paid as CEO) themselves have caused a significant increase in the share price.
2. The husband's contributions to financial support of his children (after separation) are relevant contributions but they are also contributions arising out of his obligation to support them.
3. In this period the husband also incurred a liability of $300,000 against which he obtained an asset with a value of $217,800 (unregistered interest in the Suburb B property occupied by his parents). The wife derived no benefit from this transaction.
4. The approach to the assessment of contribution has been the subject of significant appellate authority, summarised in Horrigan & Horrigan (2020) FamCAFC 25 at [35]:

It is well established that an assessment of contributions is not a mathematical exercise, but rather involves the identification and assessment of all of the parties' respective contributions, in a holistic way across the course of the relationship and in the post separation period to the point of assessment. (Pierce v Pierce [1998] FamCA 74; (1999) FLC 92-844; Singerson & Joans [2014] FamCAFC 238; Dickons v Dickons [2012] FamCAFC 154; (2012) 50 Fam LR 244 and Marsh & Marsh [2014] FamCAFC 24; (2014) FLC 93-576; Lovine & Connor and Anor [2012] FamCAFC 168; (2012) FLC 93-515 at [39]- [42])...

And at [48]:

...Inevitably the length of the relationship under consideration informs the holistic assessment of contributions...

1. It is also relevant in the circumstances of this case - where the husband asks the court to consider one asset (his interest in D Company) separately from the other assets - to refer to the Full Court decision in Dickons and Dickons [2012] FamCAFC 154; (2012) 50 Fam LR 244 at [14]:

As is plain from earlier decisions of this Court, regard must be had to the use made of contributions of various types so as to compare the contributions made by each of the parties during the course of, and over the length of, their relationship (see, for example, In the Marriage of Pierce (1998) FLC 92-844). But that is an entirely different proposition to, as it were, causally linking contributions with their asserted financial "product" or "value". The former recognises that the nature, form and extent of contributions made by each of the parties might differ; the latter suggests that the absence of a causal link counts as no contribution at all.

1. In this case the husband contended that if the Court found that his interest in D Company was property, then the Court would find that the parties' contributions as they relate to his interest in D Company would be regarded as 75% (husband) and 25% (wife). The acknowledgment of the wife's contributions as regards this item of property is an acknowledgment of the (correct) principle that the assessment of contributions requires no direct nexus between one's contributions and a specific item of property. The husband's argument relies upon the following uncontroversial factual matters:

(a) Of the 2,500,000 shares of common stock acquired by the husband on 31 May 2016 somewhere between 84,634 and 338,536 had not vested by October 2019 or April 2020 respectively;

(b) The share price on issue was USD25,000;

(c) The husband has worked as CEO since separation, through fundraising rounds, high level negotiations and increases in the stock price;

(d) The valuation of the husband's shares as at 30 September 2019 was USD5,209,400 and as at 31 March 2020 USD5,049,300;

(e) The valuation of the husband's shares as at July 2025 was USD49,325,000;

(f) The husband's options vested between 1 December 2019 and 1 November 2023.

1. The wife said there is no warrant to consider the husband's interest in D Company separately from the other assets of the parties having regard to a number of factual matters including:

(a) The parties had relatively equivalent asset and superannuation positions at the commencement of the parties' relationship;

(b) The parties made a number of moves during the relationship which, while agreed, were referrable to the husband's employment;

(c) The various appointments of the husband required the family to relocate internationally;

(d) The parties lived near the husband's place of employment in the UK and USA, while the wife worked remotely;

(e) The husband's qualifications and experience were largely attained during the parties' relationship;

(f) The wife took time out of the workforce to care for the parties' children during the relationship which enabled the husband to undertake work - when she returned to work in the UK it was for 1 day per week and in the USA she worked part-time to permit school pick up each day;

(g) The nature of the work undertaken by the wife changed after the children were born;

(h) In 2016 the husband assigned the product of his career (via the Technology Assignment Agreement) to D Company in consideration of the shares which he received. By the Technology Assignment Agreement (Exhibit 29) the husband in his personal capacity assigned:

All technology, know-how, information, intellectual property and other materials for or relevant to building an optical quantum computer in silicon, including without limitation, all business plans, technical plans, specifications, templates, demonstration versions, equipment, software, devices, methods, apparatus, product designs, trademarks or logos relevant to the foregoing and the following domain names: [...]

to D Company.

(i) While separated for some years the parties have continued to contribute to the family unit in their respective spheres pending finalisation of the property adjustment proceedings as between them;

(j) The wife has funded some of her (and the children's) post-separation expenses by reference to an inheritance which she received during the parties' relationship.

1. The matters relied upon by the husband are not factually controversial and I accept them. The matters relied upon by the wife were also largely agreed. To the extent that the husband challenged the wife's contention that the parties moved to facilitate the husband's work, I accept that to have been the case. My focus is not on the parties' intentions or whether they made decisions consensually, unilaterally or otherwise, but on the impact of the relationship and its duration on contribution and current and future financial circumstances.
2. The approach which the husband urges on the Court runs contrary to the requirement to eschew mathematics and reflect upon the totality of the parties' contributions over two decades, consistent with such decisions as Singerson and Joans [2014] FamCAFC 238 at [66]:

Section 79(4) of the Act is clear. There is nothing to suggest that any category of contributions needs to be quarantined and applied solely to particular assets. The court is mandated to look at the totality of what the parties have contributed in a financial and non-financial sense, including contributions to the welfare of the family and to the acquisition, conservation and improvement of assets. The court is required to evaluate the significance of all the various contributions to the property, notwithstanding there may be different categories of that property.

1. There is an artificialness to treating the product of a decades long career (during which the parties were married and raised children) as the result only of a recent increase in value. The contributions which enabled the acquisition were made over the whole of the parties' relationship and while they each continued to make post-separation contributions.
2. The husband's curriculum vitae as at May 2016 was in evidence (Exhibit 15), it read in part as follows:

**2015 - ** Visting Professor [...] at [NN University]

**2012 - ** Chair [...] at [OO University]

**2008 - ** Professor [...] at [PP University]

**2007 - ** Founder and Director, [...] at [PP University]

2012 [...] Researcher at [QQ University]

2011 Visiting Professor at [RR University]

2009 Visiting Professor at [SS University]

2008 [...] Fellow at [RR University]

2008 Visiting Professor at [TT University]

2007-08 Reader at [PP University]

2006-07 Senior Lecturer at [PP University]

2006-11 [...] Fellow at [PP University]

2005-06 [...] Fellow at [JJ University]

2005 [...]Visiting Fellow at [UU University]

2003-05 Research Fellow at [JJ University]

2001_-_3 [...] Research Fellow at [JJ University]

1. The wife accompanied the husband on these moves and while I accept that it was the subject of discussion and agreement, the moves were undertaken to facilitate the husband's goal of development and funding for the product of his research.
2. The husband submitted that the statement by Wilson J in Mallett v Mallett [1984] HCA 21; (1984) 156 CLR 605 at [636] has application. It is as follows:

[E]quality will be the measure, other things being equal, only if the quality of the respective contributions of husband and wife, each judged by reference to their own sphere, are equal.

1. The parties in this case both made extensive financial and non-financial contributions over a long period, neither confined to a sphere, but the assessment of quality is not one which is made by reference to the financial product of the effort. Accordingly, I am satisfied that the quality of each of their contributions supports a holistic approach to the assessment of contributions which considers all of the assets of the parties.
2. It is just and equitable that the property of the parties at the conclusion of their relationship be divided equally. In reaching this conclusion I have had regard to the matters in s 79(5) of the Act. The fact of the wife having been made redundant, the evidence about her health challenges and her greater parenting role are matters which are relevant. In that regard the husband's responsibility for another child is also material, as are the financial circumstances of his cohabitation. I am aware that the wife has an indebtedness for expert fees not set out above and the husband has indebtedness by way of the line of credit not set out above. However, I am satisfied that the property that each party will retain as a consequence of the orders which recognise their contributions will be adequate to address their current and future financial circumstances such that no specific further adjustment is required in order for the outcome to be just and equitable.

1. The orders which the husband proposed did not contemplate the Court finding that his interest in D Company was property. Albeit, in final address, senior counsel for the husband said that in the event that the Court found that the interest was property it would be appropriate to assess the parties' respective contributions to that asset as 75% (husband) 25% (wife). No machinery provision for payment or transfer was posited.
2. The wife's final minute of order (annexed to the written submissions filed in her case) permitted the husband to elect to transfer to pay the wife a sum to ensure equal division of their assets or, in the alternative, transfer shares to her (subject to the requirement of the ROFRA).
3. The orders proposed by the wife also deal with the question of taxation (if same arises given the expert evidence) in the event that the shares are acquired under the ROFRA.
4. At the commencement of the hearing, the husband and wife both sought orders the effect of which was that the husband's interest in the Suburb E property would be transferred to the wife and there would be a superannuation splitting order such that the wife would receive the whole of the husband's superannuation entitlements with S Super Fund. The trustee of the superannuation fund was afforded procedural fairness.
5. The husband said (through his senior counsel in closing submissions) that he sought those orders in the event that the Court accepted that the shares and options in D Company were not property, but in the event that the court formed the view that the shares and options were property then he sought to retain both the property and his S Super Fund entitlements.
6. No evidentiary basis was advanced by the husband in support of this changed position however, in order to effect an approximately equal division without making an order for a balancing payment, I find that it is just and equitable to make the superannuation splitting order but decline to make the order transferring the husband's interest in the Suburb E property to the wife.
7. The wife will receive or retain the following:

S Super Fund - Defined benefit + Accumulation interest

1. The net assets set out above (inclusive of Australian superannuation which is to be treated as property but exclusive of financial resources) total: $1,169,349.
2. The husband will receive or retain the following:

Husband's interest for common option shares of D Company (as at 01/07/2025)

Loan owed by Ms EE for the 4/5ths remainder of her 1/2 share of Country C property.

1. The net assets set out above (exclusive of financial resources) total: $50,850,905
2. The wife's net assets and the husband's net assets (together with the D Company shares, $75,746,154) collectively total: $127,766,408.
3. The wife seeks transfer or receipt of $62,859,077 in respect of the husband's interest in D Company (from the husband's D Company shares). That would provide the wife with net assets of $64,028,426.
4. In order to achieve that result, the wife will have shares transferred to her or receive the D Company amount, or proceeds as follows:

(a) D Company amount with a value of AUD62,859,077; or

(b) Transfer shares to a value of AUD62,859,077 (assuming a value of USD19.73) per share; or

(c) Proceeds of sale from rights of first refusal; or

(d) A combination of shares and proceeds.

1. The husband will retain the remaining shares in D Company.
2. The amount which the wife receives is not exactly 50 per cent. However, from those funds the wife will pay to the husband the amounts owing under orders 7, 22, 36, 48 and 59 of the Orders of 7 April 2025. In those circumstances I do not consider that it is necessary to make any further adjustment or order to balance the payments between the husband and wife to achieve exactly 50 per cent, in order to do justice and equity as between them.

Do the orders have taxation consequences for the husband?

1. The husband lives in Country C.
2. The husband had not discovered his application for an ATO ruling at the hearing and there is no evidence before the Court establishing a tax consequence of the proposed orders for the husband in Australia.
3. The expert evidence (assuming the husband not to be resident in the USA consistent with his evidence) is that disposal of the shares would not attract federal or state income tax in the USA.
4. The orders acknowledge the evidence does not establish a tax consequence under these scenarios, except perhaps the sale via right of first refusal in which case the orders provide for the wife to assume liability for half of the tax impost (if any) to the husband.

1. The husband resisted the making of some of the machinery orders proposed by the wife. I accept, consistent with the submissions made in the wife's case, that the machinery orders are designed to address matters raised by the evidence of the single expert and are appropriate to give effect to the orders.

I certify that the preceding one hundred and sixty-seven (167) numbered paragraphs are a true copy of the Reasons for Judgment of the Honourable Justice Christie.