Plaintiffs v Defendant

1 Tauro Capital Pty Ltd ('Tauro') was incorporated on 23 October 2007. Its primary business was the operation of a financial services firm and Simon Ward was its sole director and secretary. Xeros Enterprises Pty Ltd ('Xeros') held all of the 75,000 ordinary shares issued by Tauro.

2 On 27 June 2019, Tauro was wound up voluntarily under s 491(1) of the Corporations Act 2001 (Cth) ('Act')[1] and the plaintiffs were appointed Tauro's liquidators. At a meeting of creditors held on 12 October 2020, the creditors resolved to replace the plaintiffs with new liquidators. The winding up has proceeded as a creditors' voluntary winding up.

3 By Originating Process filed on 14 October 2022, the plaintiffs seek a determination that they are entitled to remuneration of $202,317.50 for the period 27 April 2020 to 12 October 2020 ('first period') and $22,577.50 for the period 13 October 2020 to 18 November 2020 ('handover period'), being a total of $224,895.[2] The determinations were sought under s 60-10(1)(c) of the Insolvency Practice Schedule (Corporations) ('IPS')[3] being Schedule 2 to the Act (or alternatively under s 90-15(1) of the IPS).[4]

4 In relation to the first period, the remuneration application is, primarily, for work performed after 7 May 2020 (and up until 12 October 2020). There are only a few instances where work was performed prior to 7 May 2020 that are to be included in any determination. The remuneration for the bulk of work performed prior to 7 May 2020 has been the subject of creditor approvals.

5 Three parties objected to the remuneration sought by the plaintiffs - the Deputy Commissioner of Taxation ('ATO'), Businest Pty Ltd (ACN 150 442 336) ('Businest') and 456 Lonsdale Street Pty Ltd (ACN 136 680 576) ('456 Lonsdale'). Each of the objectors is a creditor of Tauro.

6 At the hearing of the application on 20 October 2023, the plaintiffs advised the Court that they are now seeking a determination in the amount of $139,538.92 for the first period and $19,190.88 for the handover period, being a total of $158,729.80 ('new amount(s) sought'). The ATO advised the Court that it would not object to the making of determinations for the new amounts sought. Businest and 456 Lonsdale ('corporate objectors') maintained their objections ('corporate objections').

7 The new amounts sought for determination reflect a reduction in the amount initially sought of 29.42% (being a reduction of 31.03% for the first period and 15% for the handover period).

8 Rhondalynn Korolak is a director of Businest. Graham Nicholson is a director of 456 Lonsdale. Ms Korolak and Mr Nicholson appeared at the hearing of the application. Neither are Australian lawyers. There was no objection to them appearing and the Court dispensed with the rule that each of the corporate objectors be represented by a solicitor. In effect, 456 Lonsdale Street adopted the objections made by Businest and Ms Korolak made submissions (both written and oral) on behalf of the corporate objectors.

9 The legal principles applicable to remuneration applications are well developed and are not in dispute. These principles were developed when previous statutory provisions of the Act applied.

10 The IPS was introduced by the Insolvency Law Reform Act 2016 (Cth) ('ILRA'). The ILRA repealed s 473 of the Act (which had provided for the determination of liquidators' remuneration) and introduced the IPS.

11 The matters contained in s 60-12 of the IPS are materially the same as the matters that were set out in s 449E(4) of the Act (now repealed).[5] Accordingly, the authorities that deal with the now repealed provisions concerning Court approval of a liquidator's remuneration remain relevant.

Legislative framework for remuneration as liquidator

(1) a determination specifying remuneration that an external administrator of a company (other than an external administrator in a members' voluntary winding up) is entitled to receive for necessary work properly performed by the external administrator in relation to the external administration may be made:

(a) by a resolution of the creditors; or

(b) if there is a committee of inspection and a determination is not made by a resolution of the creditors, by the committee of inspection; or

(c) if a determination in not made under (a) or (b) - by the Court.

Note: For determinations made by the Court, see also section 60-12

(matters to which the Court must have regard).

...

(3) A determination under this section may specify remuneration that the external administrator is entitled to receive in either or both of the following ways:

(a) by specifying an amount of remuneration;

(b) by specifying a method for working out an amount of remuneration.

13 Section 60-12 of the IPS provides that, in exercising its power to make a remuneration determination in accordance with s 60-10(1)(c), 'the Court must have regard to whether the remuneration is reasonable, taking into account any or all of the following matters':

(a) the extent to which the work by the external administrator was necessary and properly performed;

(b) the extent to which the work likely to be performed by the external administrator is likely to be necessary and properly performed;

(c) the period during which the work was, or is likely to be, performed by the external administrator;

(d) the quality of the work performed, or likely to be performed, by the external administrator;

(e) the complexity (or otherwise) of the work performed, or likely to be performed, by the external administrator;

(f) the extent (if any) to which the external administrator was, or is likely to be, required to deal with extraordinary issues;

(g) the extent (if any) to which the external administrator was, or is likely to be, required to accept a higher level of risk or responsibility than is usually the case;

(h) the value and nature of any property dealt with, or likely to be dealt with, by the external administrator;

(i) the number, attributes and conduct, or the likely number, attributes and conduct, of the creditors;

(j) if the remuneration is worked out wholly or partly on a time-cost basis--the time properly taken, or likely to be properly taken, by the external administrator in performing the work;

(k) whether the external administrator was, or is likely to be, required to deal with one or more controllers, or one or more managing controllers;

(l) if:

(i) a review has been carried out under Subdivision C of Division 90 (review by another registered liquidator) into a matter that relates to the external administration; and

(ii) the matter is, or includes, remuneration of the external administrator;

the contents of the report on the review that relate to that matter;

(m) any other relevant matters.

14 As noted by Matthews AsJ (as her Honour then was) in Warwick v WITS Holdings Pty Ltd[6] at [39], 'while the criteria in s 60-12 of the IPS direct the Court to the factors that are to be taken into account, the ultimate question is whether the remuneration claimed is reasonable'.

The Court's approach when considering remuneration applications under s 60-10 of the IPS

15 Gardiner AsJ summarised the relevant principles in IMO Traditional Values Management Limited (in liq)[7] ('Traditional Values') at paragraphs [18] to [25]. For convenience I adopt his Honour's summary, which referred to the principles identified by Davies J in Thackray v Gunns Plantations:[8]

At [60], her Honour summarised the principles to be applied by reference to the decision of the Full Court of the West Australian Supreme Court in Venetian Nominees v Conlan as follows:

(a) A summary procedure was involved, not unlike that applicable to the taxation of solicitor's costs, which is not necessarily subject to all the rules that would apply in an action.

(b) The initial task of the Court is to consider whether the liquidator has made out a prima facie case on the evidence before the Court that the remuneration claimed is fair and reasonable. The Court must make that assessment 'bringing an independent mind to bear on the relevant issues' even though at that point there is no objector.

(c) There is no absolute rule regarding the amount of detail required to support a remuneration claim. But the evidence relied on should be sufficient to enable potential objectors to review the amounts claimed and to ascertain whether there are matters to which objection should be taken. If there is inadequate evidence supporting the claim, no order should be made.

(d) If the liquidator establishes a prima facie case, the Court should allow for an objection procedure to enable objections to be made.

(e) If there are objectors to the claim or any part, the Court should then establish the validity of those objections.

At [63] and [64] of Thackray, her Honour stated:

...The Court is looking for evidence of overcharging. Excessive charging may be indicated if there is a lack of proportionality between the cost of the work done relative to the value of the services provided. But there is no universal approach applicable in all circumstances by which the "reasonableness" of remuneration claimed or expenses incurred should be measured. The size, importance and complexity of the tasks performed are all factors to be taken into account. What is needed is sufficient information for the Court and any objector to have a clear view about what was done so that an assessment can be made about the reasonableness of the claim.[9]

16 In Re Sakr Nominees Pty Limited,[10] Black J summarised the applicable principles at [23], where his Honour stated that:

[T]he Court will generally need to be provided with an account in itemised form, setting out at least the details of the work done; the persons who did the work; the time taken to perform the work; the remuneration claimed; and, to the extent relevant, the expenses incurred by the liquidator.

Proportionality is an important matter in considering the question of whether remuneration is reasonable, and the 'value' of a liquidator's work can include the benefit of resolving the position of creditors and beneficiaries; the benefit to the community of not permitting assets to remain unproductively in the hands of a defunct company for a long period; and can include work that was required to be done, although it did not result in a return to creditors.[11]

17 His Honour, at [29], also adopted the following approach to reviewing time records:

...I have not undertaken a line-by-line review of the bill narratives, but have reviewed them in a broad way, and considered whether they are consistent with [the liquidator's] affidavit evidence and other evidence led in support of the claim for remuneration. I adopted the same approach in [Re Idylic Solutions Pty Ltd atf Super Save Superannuation Fund [2016] NSWSC 1292] at [58] and Gleeson JA took the same course in Re Banksia Securities Ltd [(in liq) (recs and mgrs. apptd) [2017] NSWSC 540] ...at [48].[12]

18 In Re ACN 004 323 184 Pty Ltd v Spark,[13] Dodds-Streeton J (as she then was) held at [31] that:

...If the liquidator establishes a prima facie case on the basis of the proffered material, which may include evidence which would not be admissible pursuant to strict observance of the rules of evidence, the court should then consider the validity of any objections.[14]

Application under s 90-15 of the IPS for remuneration for work performed by the plaintiffs after their replacement as liquidators

19 There are several principles which guide the Court in determining remuneration for work performed in the plaintiffs' post-administration period.

20 First, s 90-15 of the IPS relevantly provides that:

(1) The Court may make such orders as it thinks fit in relation to the external administration of a company.

Orders on own initiative or on application

(2) The Court may exercise the power under subsection (1):

(a) on its own initiative, during proceedings before the Court: or

(b) on application under section 90-20.

Example of order that may be made

(3) Without limiting subsection (1), those orders may include any one or more of the following:

(a) an order determining any question arising in the external administration of the company;

(f) an order in relation to remuneration, including an order requiring a person to repay to a company, or the creditors of a company, remuneration paid to the person as external administrator of the company.

21 In Re Mandeville Group Pty Ltd,[15] Sloss J, at [140] emphasised that s 90-15 is broad in its scope.

22 Section 90-20 of the IPS provides that a person with a financial interest in the external administration of a company or an officer of the company may apply for an order under s 90-15 of the IPS.

23 Secondly, the following legal principles emerge from the authorities in relation to the link required between the work performed in the post-administration period, the obligations of the administrator, and the nature of the Court's role in making its assessment:

(a) an administrator may be entitled to recover remuneration if there is an express or implied contract between the administrator and the company in respect of such work.[16] For example, undertaking tasks in preparation for a handover.[17]

(b) a liquidator is entitled to a reasonable remuneration for work done after the specified period if such work was performed in accordance with the liquidator's 'duties and the law'.[18]

(c) an external administrator is entitled to charge reasonable remuneration for preparation of their application for remuneration (which necessarily may occur after the administration period has ended).[19]

24 Upon considering those authorities, together with the fact that neither the ATO nor the corporate objectors objected to the s 90-15 application being made in relation to post-administration work, I am satisfied that s 90-15 can be used to make a remuneration determination for work performed during the handover period. I think it is clear from the evidence that the plaintiffs were liaising, and working, with the new liquidators to achieve an orderly handover so the new liquidator would be in a position to properly commence the work they were required to do. It also appears that some work done during the handover period was work carried over from before the plaintiffs were replaced - for example, the preparation of minutes of meetings. Overall, I think the work done during the handover period fits with the type of work contemplated by the authorities as being the type of remuneration a liquidator is entitled to post administration. In considering the making of such a determination and whether the Court thinks if it is fit to do so in the external administration of Tauro, the ultimate consideration is then whether or not the remuneration claimed for post administration work is reasonable.

Approach to the application and summary of decision

25 Numerous affidavits have been filed by the plaintiffs and the corporate objectors, totalling well over 1,000 pages. Both written and oral submissions were made by all parties.

26 This matter is unusual compared to other remuneration applications that I have determined. In considering whether the plaintiffs have established a prima facie case on the evidence that the remuneration claimed is fair and reasonable, I am, in reality, also taking into account the ATO objections. There is no doubt in my mind that the new amounts sought have taken into account the objections made by the ATO.[20] Ultimately, I have decided to deal with the application by, first, determining if the new amount sought is reasonable after considering the plaintiffs' evidence and the objections made by the ATO ('preliminary determination amount'), and, secondly, then determining if the corporate objections warrant a reduction of the preliminary determination amount.

27 After considering the material relied on by the plaintiffs and objectors, and for the reasons that follow, I have decided, first, that the new amount sought for the first period should be reduced slightly to arrive at the preliminary determination amount, and, secondly, the preliminary determination amount should not be reduced further because of the corporate objections.

28 In support of their application the plaintiffs rely on affidavits sworn by the second named plaintiff on 24 June 2022 and 14 April 2023, an affidavit of Amy Weiner affirmed on 14 October 2022 and an affidavit of Hannah Harvey sworn on 11 October 2023.

29 The ATO relies on affidavits sworn by Gary Busby on 21 December 2022 and 10 August 2023.

30 The corporate objectors rely on affidavits sworn by Ms Korolak on 22 December 2022, 4 May 2023, 12 July 2023, 13 July 2023 and 14 September 2023, and an affidavit sworn by Mr Nicolson on 5 May 2023.

31 All parties filed written submissions and made oral submissions at the hearing on 20 October 2023.

32 I have had regard to each of the affidavits and exhibits relied upon by the parties, together with their written and oral submissions. Any failure to refer specifically to any aspect of that material does not mean it was not taken into account in determining the plaintiffs' application and the objections made.

Plaintiffs' evidence in support of the determination

33 Rule 9.2(6) of the Supreme Court (Corporations) Rules 2013 (Vic) ('Corporations Rules')[21] (which were in force at the time the plaintiffs filed their application) provides that the affidavit in support of a remuneration application must set out a number of matters. That affidavit is the affidavit sworn by the second named plaintiff, Mr Lawrence, on 24 June 2022.[22] The following paragraphs of these reasons are sourced from that affidavit. I am satisfied that the material adduced by the respondent in this case satisfies the requirements of r 9.2(6) of the Corporations Rules. It also satisfies the basic principle of Venetian Nominees v Connor,[23] in that there is sufficient information provided for the Court to determine that the amounts claimed are fair and reasonable.

34 Mr Lawrence is a partner of the firm Hall Chadwick, has been a registered liquidator since August 2018, and is a member of the Chartered Accountants Australia and New Zealand and of the Australian Restructuring, Insolvency and Turnaround Association ('ARITA').

35 Prior to the appointment of the plaintiffs, Tauro had ceased trading because (or at least possibly because) there were insufficient liquid assets (Tauro had only $652.00 in cash in the bank at the time the plaintiffs were appointed); Tauro had been the subject of numerous complaints lodged by former clients; and its cash flow was highly volatile and was insufficient to meet creditor debts as and when they fell due.

36 Tauro's director failed to provide the plaintiffs with a completed report of company activities and property ('ROCAP'). Based on the plaintiffs' investigations, Tauro appeared to have a substantial shortfall in assets of approximately $734,353.00 (with secured creditors in the amount of $52,097.00 and unsecured creditors in the amount of $703,128.00).

37 The plaintiffs' investigations revealed several potential recoverable claims, including allegations that Mr Ward failed to issue shares into the name of Tauro and in lieu of fees payable to Tauro, an allegation of phoenix related activity with a related entity known as Apollo League Pty Ltd ('Apollo') and alleged outstanding loans owed to Tauro by former employees, Mr Ward and Apollo.

38 Tauro's creditors did not agree to fund the plaintiffs to further investigate any of these claims or to instigate any litigation. Applications for funding made to the ATO and the Australian Securities & Investments Commission ('ASIC') to conduct public examinations were not decided on prior to the replacement of the plaintiffs.

39 Between 8 July 2019 and 25 September 2020, eight reports to creditors were prepared (six of these were prepared during the first period). Each of these reports is exhibited to Mr Lawrence's affidavit. A Remuneration Approval Request Report dated

22 October 2021 was also prepared (and included in the new liquidators' report dated 18 November 2021).[24]

40 The work performed by the plaintiffs and their staff was classified into task areas, namely administration, assets, creditors, investigations and litigation ('task areas').

41 The plaintiffs calculated their remuneration on a time/hourly rates basis because they were unable to determine with any certainty an estimate of the total amount of fees necessary to complete all required tasks in the liquidation and the time recording system utilised by the plaintiffs produces a detailed analysis of the work performed.

42 The hourly rates charged are in accordance with the Hall Chadwick hourly rates schedule.

43 The plaintiffs prepared a table calculating their remuneration by reference to the employee who performed the work, their position, their hourly rate and the total hours of work performed (together with information about employees' positions, experience and expertise) ('charged out work tables').

44 From the time of the appointment of the plaintiffs until 12 October 2020, 659.76 hours of work was performed, with the majority of work being performed at the senior level - Mr Lawrence, Liquidator, 144.60 hours of work at an hourly rate of $640.00, with the most work being performed in the creditor task area; Ms O'Brien, Senior Manager, 100.30 hours of work at an hourly rate of $525.00, with the most work being performed in the creditor task area; and Mr Morey, Senior 2, 156.30 hours of work at an hourly rate of $340.00, with the most work being performed in the creditor task area.

During the handover period, 61.30 hours of work was performed, with the vast majority of that work being performed at the Senior 2 level (48.10 hours with most of the work performed in the administration task area), with Mr Lawrence performing 6.50 hours of work, nearly all in the administration task area.

45 The plaintiffs have also prepared tables which set out in some detail a breakdown of the work performed by reference to the task areas and the hours logged in relation to each specific task area ('major tasks completed tables').

46 From the time of the appointment of the plaintiffs until 12 October 2020, 56.7 hours of work was performed in the administration task area, 33.8 hours in assets, 360.6 hours in creditors, 163.6 hours in investigations and 45.06 hours in litigation. For the handover period, 50.5 hours of work was performed in the administration task area, 10.7 hours in creditors and 0.1 hours in investigations. The major tasks completed tables also set out a general description of the work and then further details of the work performed within that general description. For example, for creditors, one of the general descriptions is 'creditor enquiries' with further details including '[attending] various enquiries from the creditors in relation to the liquidation process and their claim, [maintaining] record of creditor enquiries, liaising with the Australian Financial Complaints Authority ('AFCA') in relation to various outstanding

pre-appointment complaints initiated against Tauro, including correspondence advising of the pausing of the complaints resolution process, receiving and considering notice of complaints received by two (2) creditors of Tauro with ARITA and ASIC regarding the liquidators' conduct in this appointment'.

47 As best as I can understand, the charged out work tables and the major tasks completed tables record relevant information for the period commencing from when the plaintiffs were appointed (which is for a longer period than the first period). Accordingly, there is no way of reading these tables to isolate the work that was performed during the first period.

48 The plaintiffs have also prepared excel spreadsheets taken from their time recording software ('timesheets'). The timesheets record the employee who performed the work, the task area, the date the work was performed, a general description of the work, the hourly rate of the employee, the time spent on the work, the charge amount and a column described as 'not covered by existing' which I assume means that this work was not covered by the remuneration approved by creditors. There are approximately 1,040 entries for the first period and approximately 108 for the handover period.

49 There are only 24 entries in the timesheets for work performed prior to 7 May 2020.

50 Crucially, and unlike the tables referred to above, the timesheets record information for work that was performed in the first period (and not for any period prior to the first period) and the handover period. The timesheets are therefore an important piece of evidence and I will return to these later in these reasons.

51 The plaintiffs have, where possible, allocated work appropriately, but, in the plaintiffs' view, a great deal of work was required to be performed at a senior level due to allegations made by creditors against Tauro, potential recoverable claims, the need to make funding applications, the complexities and individual circumstances raised by creditors in their queries and correspondence, and the difficulties raised in respect of creditor complaints made against the plaintiffs.

52 In his affidavit, Mr Lawrence summarises the work performed in the first period. This work included liaising with AFCA in relation to various outstanding

pre-appointment complaints initiated against Tauro, including correspondence advising of the pausing of the complaints resolution process; liaising with creditors regarding claims in relation to AFCA complaints and alleged pre-appointment misconduct of Tauro; seeking legal advice regarding contingent creditor claims (including claims lodged with AFCA), including their right to participate in meetings throughout the liquidation; holding further discussions with lawyers subsequent to the contingent creditor claims being suspended through AFCA and the impact of this on the liquidation; liaising with creditors in relation to further allegations against Tauro and related entities; conducting and reviewing company searches on former client companies to identify shareholdings allegedly taken in lieu of fees; preparing and issuing correspondence to former clients of Tauro in relation to purported shareholdings in the name of related entities and former employees of Tauro; liaising with former clients of Tauro regarding circumstances of purported issuance of shares to related entities and former employees of Tauro; conducting further investigations and review of Tauro's books and records in relation to former client ledgers, reviewing invoices raised and closed, to determine whether any recorded fee invoices may have been satisfied by way of assignments of shares; preparing and issuing correspondence to the director of Tauro pursuant to ss 530A and 530B of the Act in relation to shareholdings of related entities in former clients of Tauro and allegations of phoenix activity including former clients of Tauro being approached by Apollo League Pty Ltd; liaising with the director's legal representatives in relation to further allegations and potential claims raised by creditors of Tauro and the director's intention to seek security for costs for any actions commenced by the plaintiffs; preparing and issuing correspondence to former employees of Tauro in relation to outstanding loan accounts; convening a meeting of creditors to consider a proposal from the director of Tauro to settle all outstanding claims against himself and related entities; holding and adjourning the meeting of creditors on 1 June 2020 and issuing notices to creditors accordingly; preparing and lodging minutes of meeting for the adjourned meeting of creditors; preparing and issuing further circulars to creditors dated 15 May 2020, 20 May 2020, 28 May 2020 and 3 June 2020 providing updates in relation to the plaintiffs' additional investigations, allegations raised by creditors and funds received from the director in advance of their proposed settlement; preparing and issuing a further report to creditors reconvening the adjourned meeting of creditors and providing an update in relation to investigations on 15 June 2020; liaising with creditors in relation to their proof of debt claims and proxies for attendance at meeting of creditors; undertaking preliminary adjudication on creditors' claims for voting purposes; preparing polling schedule worksheets on the basis of admitted creditor claims and proxy voting directions, in accordance with recent guidance from ASIC and ARITA as regarding voting at meetings held via teleconference due to the

Covid-19 pandemic; liaising with legal advisers prior to meeting of creditors in relation to admitted voting amounts for contingent creditors and matters generally; holding reconvened meeting of creditors; preparing and lodging with ASIC the minutes of meeting for the reconvened meeting of creditors; liaising with representatives and holding a meeting with the ATO in relation to potential funding application for conducting public examinations; preparing and submitting formal indemnity funding request to the ATO in accordance with ATO indemnity checklist guidelines, for funding to undertake proposed public examinations of the director in relation to identified claims and potential claims; preparing and submitting formal application to ASIC under the Assetless Administration Fund ('AAF') for funding to undertake proposed public examinations of the director in relation to identified claims and potential claims; liaising with representatives from ASIC in relation to the plaintiffs' AAF application and providing further documentation as requested; reviewing and considering materials published online by a creditor of Tauro pertaining to the liquidation and the accusations as to the plaintiffs' conduct in this appointment; engaging solicitors to issue correspondence on behalf of the liquidators demanding withdrawal of defamatory content published by a creditor of Tauro relating to the plaintiffs' appointment; preparing and issuing correspondence to ARITA and ASIC advising of defamatory publications by a creditor of Tauro regarding the plaintiffs' appointment and their actions taken in respect of same; receiving and considering notice of complaints tendered by two (2) creditors of Tauro with ARITA and ASIC regarding the plaintiffs' conduct in this appointment; preparing and issuing responses to ARITA and ASIC in relation to complaints and review of subsequent correspondence with ARITA and ASIC confirming that all complaints were dismissed in full; receiving and considering request from creditors and contingent creditors of Tauro to direct the plaintiffs to convene a meeting of creditors; extensively liaising with these creditors in relation to their request to direct the plaintiffs to convene a meeting of creditors, and the costs to convene such a meeting discussions with representatives of the ATO in relation to anticipated costs of convening a meeting of creditors; liaising with representatives from ASIC in relation to creditor's request for ASIC to compel the plaintiffs to convene a meeting of creditors; reviewing and responding to numerous correspondence from creditors of Tauro regarding the liquidation; preparation of the report to creditors including annexures dated 25 September 2020; reviewing and responding to a large volume of correspondence from creditors following the issuing of report to creditors dated 25 September 2020; receiving and reviewing updated proofs of debts from creditors prior to 12 October 2020 meeting of creditors; undertaking review and adjudication of creditors' proofs of debt for the purposes of voting at the 12 October 2020 meeting of creditors; and preparing materials for the 12 October 2020 meeting of creditors including preparation of draft minutes of meeting and meeting agenda, preparation of polling schedule for voting at the meeting of creditors in accordance with the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 from the Treasurer of Australia dated 21 September 2020, entry of indicative voting outcomes from creditors' special proxy forms, preparation and maintenance of meeting attendance schedule and proxy details, and collation of documentation and materials required for chairing meeting of creditors.

53 Mr Lawrence also summarises the work performed in the handover period. This work included preparation and lodgement of minutes for the meeting of creditors held on 12 October 2020 by the plaintiffs; attending to internal finalisation requirements for the plaintiffs' reappointment period, including but not limited to the preparation/lodgement of prescribed forms with ASIC and satisfying their other statutory obligations; preparation of the Remuneration Report;[25] and liaising with the replacement liquidators with respect to the transfer of the matter to their office, especially in relation to Tauro books and records held in addition to responding to any queries they had.

54 The objections of the ATO are outlined in the affidavit of Gary Busby ('Mr Busby') sworn on 21 December 2022.[26] The following outline of the ATO objections is sourced from this affidavit.

55 The ATO objected to the initial amount sought by the plaintiffs on the basis that:

(a) various timesheet entries contained insufficient information to allow assessment of whether the work was necessary or reasonable;

(b) some work was carried out at an inappropriate level of seniority and excessive time was spent on some tasks;

(c) there was inappropriate duplication of work by the plaintiffs and their staff; and

(d) excessive amounts had been charged in respect of providing written reports to creditors and preparing minutes of the meeting of 12 October 2020.

56 Mr Busby, Senior Insolvency Advisor in the Lodge and Pay Enforcement business line at the ATO, has analysed the timesheets in great detail. Mr Busby's view is that the failure to particularise attendances for which remuneration is sought (in the column which sets out a general description of the work) is endemic throughout the timesheets and he provides specific examples of insufficient entries, such as 'file admin', 'task list to BM', 'creditors report', 'file management' and 'emails re BAS'.

57 Mr Busby is also of the view that a review of the charged out work tables suggests that a significant number of tasks performed have been charged at a more senior level than necessary and should have been more appropriately performed by more junior staff. On Mr Busby's analysis, 72% of the cost during the first period was attributable to staff at the level of Senior Manager and above, and Partner level (which includes the plaintiffs) accounted for more than one third of the total costs for the first period.

58 Given that the main activities undertaken by the plaintiffs during the first period appear to have been largely in relation to settlement discussions in respect of various related party loan accounts and a potential insolvent trading claim against Tauro's director, seeking funding for public examinations, and dealing with enquiries from creditors, Mr Busby questions why so many tasks were performed by senior staff.

59 Mr Busby is of the view that a total of $26,637.50 was charged for work performed by senior staff during the first period and the handover period which should have been performed by more junior staff.

60 During the first period, Mr Busby has calculated that $48,936.00 was charged in respect of providing written reports and circulars to creditors. Mr Busby is of the view that this is an extraordinary cost for a relatively slim set of communications, particularly in the context of a small and uncomplicated liquidation. Mr Busby's analysis also reveals that 75% of the time charged for written reporting to creditors was performed by very senior staff, including 39% at partner level. Mr Busby is of the view that most of the work in preparing these reports did not require senior staff.

61 Mr Busby is also of the view that the plaintiffs' costs associated with attending and minuting the creditors' meeting on 12 October 2020 are exorbitant.

62 The ATO accepts that the plaintiffs may be entitled to some remuneration for the objectionable work (as set out above), just not the full amount (initially) claimed.

63 In written submissions dated 28 July 2023, the ATO submitted that the Court should make a determination for the first period in the amount of $139,538.92 and $23,623.50 for the handover period (the new amounts sought are $139,538.92 for the first period and $19,190.88 for the handover period).[27]

64 In his affidavit sworn on 14 April 2023, Mr Lawrence responds to the ATO objections.[28] In summary, Mr Lawrence's response is as follows:

(a) the entries in the timesheets that give a description of the work comply with ARITA guidelines, do not need to be lengthy and only need to adequately describe the task completed;

(b) the ATO provides no basis for its view that a significant number of tasks should have been performed by more junior staff and does not take into account the significant issues which required the attention of more senior staff, such as liaising with Ms Korolak where correspondence was hostile and contained numerous accusations in relation to the plaintiffs' conduct and being complicit with Tauro's director and his related entities; online defamatory comments posted against the plaintiffs and the firm of Hall Chadwick generally; numerous formal complaints made against the plaintiffs and lodged with ARITA and ASIC; dealing with complaints made by former clients of Tauro to AFCA; dealing with numerous investigation requests from Ms Korolak and creditors regarding phoenix activity and voidable transactions which required senior staff to investigate, report to the plaintiffs and receive instructions in relation to investigations and the sending of correspondence;

(c) in relation to Mr Busby's view that $26,637.50 was charged for work performed by senior staff during the first period and the handover period which should have been performed by more junior staff, Mr Lawrence responds to each individual objection and explains why the work was performed at the level it was;

(d) preparing and issuing formal reports including convening and holding creditors' meetings are a costly exercise;

(e) a major component of the work attributed to reports was for the final report which was 45 pages long and covered a number of detailed issues such as the direction from creditors, investigations into claims raised by Ms Korolak, AFCA creditors and voting rights; additionally, the staff member who managed the file resigned prior to drafting the report to creditors and it was more cost effective for Mr Lawrence to complete the report with another staff member rather than assign a new staff member to the task;

(f) the creditors' meeting held on 12 October 2020 was lengthy and involved significant discussions and work is required to be undertaken by staff prior to and after the meeting; and

(g) it is common practice for a single task to be undertaken by multiple staff.

65 The liquidation does not appear to be overly complex. Mr Busby described it as 'small and uncomplicated'.[29] The plaintiffs take issue with that, largely on the basis of the nature of the creditor complaints about the plaintiffs and the conduct of the administration. The number of creditors is not large[30] and the areas of investigation do not appear to be overly complex or novel. Tauro had ceased trading prior to the appointment of the plaintiffs and there were few assets and employees.

66 The hourly rates charged by the plaintiffs and their staff appear to me to be reasonable and certainly within the range of what might be described as the 'market'. They are certainly within the range of rates charged by liquidators according to the fee schedules I have seen which are annexed to some 'consents to act' filed by liquidators in winding up applications in this Court.

67 I have paid close attention to the timesheets and analysed them carefully. The timesheets provide clear information about how much time was spent on the work performed (during both the first period and the handover period), who did it and what they were doing. In short, an analysis of the timesheets can, to the necessary degree, determine if the task performed was undertaken by a person of the appropriate level of responsibility, whether the time taken was reasonable and whether the task was necessary in the conduct of the administration.

68 During the first period, the most amount of work was performed in the creditor task area (274.70 hours, 158.40 hours of which was performed by senior staff, being at the partner, senior associate or senior manager level), followed by investigations

(82.4 hours, 42.3 hours of which was performed by senior staff, being at the partner, senior associate or senior manager level, but the bulk being performed at the intermediate 1 level), then administration (34.8 hours, with about a third of that work being performed at the senior associate level) and then litigation (21.3 hours, with all of that work being performed either at the partner or senior manager level).[31]

69 The timesheets record that a total of 422.50 hours of work was performed during the first period at a total charge of $202,317.50.

70 One matter that immediately stands out is the amount of work performed in the creditor task area by senior staff during the first period. I will return to this later in these reasons.

71 During the handover period, the most amount of work was, unsurprisingly, performed in administration, with the bulk of that work being performed at the intermediate 1 level.

72 The timesheets record that a total of 58.70 hours of work was performed during the handover period at a total charge of $22,577.50.

73 As indicated previously in these reasons, there are approximately 1,150 entries in the timesheets. In reviewing the timesheets, I did not examine each and every entry. Instead, I selected each entry of, or greater than, $300.00 and examined these closely to determine if the task was undertaken by the right person for the right amount of time and was necessary in the conduct of the examination. This entailed a close examination of approximately 142 entries for the first period and 23 for the handover period.

74 There are some instances where the description of the work was lacking. However, I would not describe this lack of detail as being 'endemic', as Mr Busby does.[32] Indeed, in the majority of entries I examined the work was described in a sufficient way and, in some instances, a very detailed description was provided. On the whole, I was satisfied that the entries were sufficient to enable me to determine if the task performed was necessary and undertaken by the appropriate person for an appropriate amount of time.

75 I think too much time was spent by senior staff on reports to creditors (even taking into account Mr Lawrence's explanation as to why this was so). Lengthy periods of time were spent by senior staff, including at partner level, preparing, drafting and reviewing reports. I have no doubt that some of this work could have been performed by other staff. It also seems that an inordinate amount of time was spent on preparing minutes of meetings.

76 I analysed very closely the work done by the senior staff (partner, senior associate and senior manager level) in the creditor task area. In fact, I analysed nearly all these entries, including those where the charge out rate was less than $300.00. I think some of the work performed at the partner level could have been done at a lower level, but the majority of this is in report work as discussed above. There were other instances where partner level work could have been performed at a lower level (for example, researching legislation) but these are minimal except in the area of creditor enquiries. Leaving to one side a creditor enquiry that might be identified as a complaint, or a response to a complaint, I think too many creditor enquiries were dealt with at the partner and senior associate level. Few of these enquiries were dealt with by staff lower than these levels, for example, at the senior manager level.

77 Some of the entries for work performed in the creditor task area at the senior associate level were lacking in detail. As a result, it was difficult to determine if this work was completed at the correct level. I think at least some of this work could have been done at a lower level but I have no view as to which lower level might be appropriate, that is, at the senior associate level, associate or senior manager level. I note there was very little work performed at the associate level. In the end, it may not make a significant difference to the remuneration sought as the hourly rates of those three levels are in the $525.00 - $595.00 bracket.

78 The timesheets did indicate that there was some doubling up - that is, more than one staff member was working on the same task. That is inevitable. A task will have distinct aspects that will be worked on by different people. This does not mean that the charge for that work was unreasonable. The examples I saw of doubling up were not significant.

79 With one exception, upon an analysis of the timesheets, the major tasks completed tables and the detailed summary of work performed, I am satisfied that the work was necessary for the liquidation. There was nothing inconsistent with the work described in the timesheets and the work set out in the major tasks completed tables with the summary of work set out in Mr Lawrence's affidavit. In my view, it all appears to be work that was required to be performed in the administration. This includes work dealing with complaints by, and queries from, creditors which I think is work done 'in relation to the administration_'_ (as provided for in s 60-10 of the IPS).[33] I also note that the ATO did not object to the remuneration claimed by the plaintiffs on the basis that work performed was not necessary.

80 In relation to the question of whether the work performed was necessary for the liquidation, the one exception referred to above is work done in relation to possible defamation proceedings being initiated by the plaintiffs against one or more creditors. Mr Lawrence summarises this work as engaging solicitors to issue correspondence on behalf of the liquidators demanding withdrawal of defamatory content published by a creditor relating to the plaintiffs' appointment, and preparing and issuing correspondence to ARITA and ASIC advising of defamatory publications by a creditor and the plaintiffs' action in response. It is one thing for a liquidator to respond to creditor complaints, made to the liquidator and/or to regulatory or professional bodies, but another for the liquidator to investigate and contemplate if personal defamation proceedings might or should be initiated (which never were). I am not convinced that this work is necessary for the liquidation. I do not think this work has a bona fide connection to the functions and duties of the plaintiffs in the administration, nor is it sufficiently related to the discharge of the plaintiffs' functions as liquidators.[34] I am unsure why the plaintiffs advised ARITA and ASIC about the allegedly defamatory publications and they have not provided any basis which establishes that they were so obliged. Charges for work done in this area should not be included in any determination. On my analysis of the timesheets, and doing the best I can, it appears that $4,408.00 worth of work was performed in relation to possible defamation proceedings. This amount should be deducted from the new amount sought.

81 The timesheets for the handover period reflect work that appears to be necessary work for the handover to the new liquidators. Some of the work for the handover period was a carry-over from the first period - for example, the preparation of minutes. As set out above, the majority of work performed during the handover period was performed by a staff member at the intermediate 1 level. This, in my view, is an acceptable allocation of work, although there is probably some work performed at the senior associate level that could have been performed at a lower level.

82 In short, I agree with the objections made by the ATO that some work was carried out at an inappropriate level of seniority and excessive time was spent on some tasks and excessive amounts had been charged in respect of providing written reports to creditors and preparing minutes of the meeting of 12 October 2020.

83 However, I am satisfied that those objections, and any necessary reduction of the initial amount sought by the plaintiffs because of those objections, are reflected in the new amounts sought (with the exception of a further reduction for defamation work) and no further reductions are necessary.

84 Applying a reduction of 31.02% to the two largest task areas (and the two that seem the most contentious) in the first period means that:

(a) $91,128.00 is now sought for the creditor task area. For the 274.70 hours worked in this task area, that is an average hourly charge rate of $331.00. This hourly rate is slightly below that of a senior 2 level (a staff member who is a graduate with 1 to 2 years' experience). Also, the reduction reduces Mr Lawrence's remuneration in this task area from $40,064.00 to less than $27,587.00 and the senior associate's remuneration from $23,363.00 to less than $16,100.00; and

(b) $26,105.00 is now sought for the investigations task area. For the 82.4 hours worked in this task area, this is an average hourly charge rate of $316.00.

85 Applying a reduction of 15% to the handover period reduces the initial amount sought to the new amount sought, namely $19,190.88. This equates to an average hourly charge rate of $316.00. Applying a reduction of 31.02% to the first period equates to an average hourly rate of $330.00. These amounts should be compared to an average hourly charge rate of $536.00 for both periods in the initial amount sought (as calculated by the corporate objectors).[35]

86 I appreciate these numbers do little to address the objection that excessive time was spent on some tasks (which I have addressed above). However, they do demonstrate how the new amounts sought clearly cater for the objection that some work was carried out at an inappropriate level of seniority.

87 The new amounts sought (with the exception of a reduction for the defamation work) are, in my view, reasonable.

88 I will now consider the matters in s 60-12.[36]

89 The matters set out in s 60-12 (a) to (d) of the IPS together amount to an evaluation as to whether the remuneration sought is fair and reasonable.[37] Section 60-12(e) to (g) of the IPS oblige the Court to consider the complexity of the work performed, the extent to which the administrators were required to deal with extraordinary issues and the extent to which they were required to accept a higher level of risk or responsibility than what is usually the case.[38]

90 There was nothing overly complex about the administration and I do not think the plaintiffs were required to deal with extraordinary issues or accept a higher level of risk or responsibility than what is usually the case. The plaintiffs contend that creditor complaints meant that extraordinary issues were dealt with and they had to accept a higher level of responsibility but I am not convinced, to any great degree, that was the case. However, it is clearly the case that the complaints were serious and generated a lot of work for the plaintiffs. As stated previously, the administration did not involve a large number of creditors and Tauro's assets were minimal.

91 With some exceptions as discussed above, I am satisfied that the time taken for work performed on the administration was properly taken.

92 Even though the administration might have been a small and a relatively uncomplex one, investigations were still required and creditors and creditors' claims had to be dealt with, as did creditors' complaints. Possible litigation had to be explored. Some assets had to be dealt with. Administrative tasks had to be undertaken, including obligatory ones. In this context, the work performed, and the remuneration sought, was proportional. That proportionality must also be considered in an administration where there was no funding for litigation to attempt to obtain a return for creditors and on being removed the plaintiffs were, in any event, prevented from pursuing any return that might have been possible.

93 Taking all of those matters into account, I am satisfied that the new total

amounts - minus a reduction in the first period for work related to possible defamation proceedings - for work performed by the plaintiffs and their staff in the administration of Tauro for a period of approximately five months in the first period and just over a month in the handover period are reasonable.

94 Accordingly, the preliminary determination amount is $135,130.92[39] for the first period and $19,190.88 for the handover period (being a total amount of $154,321.80).

Should the corporate objections reduce the preliminary determination amount?

95 The corporate objectors' objections are, in the main, set out in Ms Korolak's affidavit sworn on 22 December 2022.[40] Mr Lawrence responds to those objections in his affidavit sworn on 14 April 2023.[41] Ms Korolak replies to those responses in her affidavit sworn on 4 May 2023.[42] In his affidavit sworn on 5 May 2023, Mr Nicholson also responds to Mr Lawrence's affidavit and 'adopts the evidence' of Ms Korolak.[43] Ms Korolak's affidavit sworn on 12 July 2023[44] appears to be evidence relating to matters after the plaintiffs filed their application. Ms Korolak's affidavit sworn on 13 July 2023[45] appears to be evidence relating to the time it has taken for the plaintiffs' application to be determined. Ms Korolak's affidavit sworn on 14 September 2023[46] appears to be a reply to the plaintiffs' submissions dated 21 August 2023. For the purposes of considering the corporate objectors' objections, I have paid little attention to Ms Korolak's affidavits sworn on 12 July 2023 and 13 July 2023.

96 The corporate objectors' objections, as set out in their affidavits and written submissions, were made before they knew of the new amounts sought.

97 The corporate objectors' objections are made on the following bases:

(a) work was not properly performed in that it was not performed efficiently, satisfactorily and competently;

(b) work was not allocated appropriately and efficiently;

(c) time was disproportionately allocated to tasks;

(d) the complexity of the work was not such to warrant the level of costs incurred;

(e) the work charged appears to be unreviewed;

(f) a lack of proportionality between the amount charged and the services provided; and

(g) insufficient details have been provided to assess the reasonableness of items claimed.[47]

98 In outlining the corporate objectors' objections, Ms Korolak claims that the plaintiffs lacked independence because David Ross, a partner of Hall Chadwick (not one of the plaintiffs) was a friend of Mr Ward. Additionally, Ms Korolak claims that a Mr Andrew Crawley is an advisor to Mr Ward and a business associate of the plaintiffs. Mr Crawley's LinkedIn profile provides that he has created a business unit at Hall Chadwick to 'provide an even broader suite of protections for directors'.[48] Neither of these relationships was disclosed to Tauro creditors.

99 Ms Korolak also claims that the plaintiffs failed to properly investigate possible claims against Tauro's director. As I understand it, this is a claim that the plaintiffs should have done more investigatory work. Ms Korolak compares the plaintiffs work in this area to the new liquidators who ultimately recovered $900,000.00 from Mr Ward.

100 Ms Korolak also claims that the quantum of creditors' claims used by the plaintiffs to calculate a best case return to creditors (if a settlement offer with Mr Ward was accepted) was materially understated.

101 Ms Korolak claims that the remuneration now sought is for categories of work that are inconsistent with the categories of work Mr Lawrence said the remuneration was sought for at a creditors' meeting held on 12 October 2020.

102 Ms Korolak has conducted an analysis of the remuneration sought for the first period and the handover period. That analysis shows that the remuneration sought for both periods amounts to over $4,400.00 per month and the average charge out for both periods is $536.00 per hour (compared to an average charge our rate of $427.00 per hour for the period from June 2019 to May 2020).

103 Ms Korolak provides a summary of her analysis, which includes that remuneration of $12,111.50 is sought for dealing with misconduct reports; remuneration of $8,486.00 is sought for reviewing creditors' proofs of debt in circumstances where no dividend to unsecured creditors was ever declared by the plaintiffs; remuneration of $14,643.00 is sought for time spent debating the timing of the creditors' meeting to vote on the resolution to replace the plaintiffs; remuneration of $71,514.68 is sought for creditors' reports and meetings in circumstances where there was only two meetings during the first period and the 12 October 2020 meeting was called for by creditors just three weeks after the previous meeting held on 23 June 2020; and, after the vote to replace the plaintiffs on 12 October 2020 they incurred an additional $35,286.00 on an assetless administration.

104 Ms Korolak has analysed the timesheets and has set out in relation to each entry the basis of her objection to the work performed and the amount charged. In her affidavit sworn on 4 May 2023, Ms Korolak summarises those objections as being 246 objections to work not being allocated properly, 433 objections based on the complexity of the work not warranting the level of costs involved and 557 objections based on the lack of proportionality between the amount charged and the services provided.

105 In her affidavit sworn on 4 May 2023, Ms Korolak also objects to the remuneration sought on the basis that there is insufficient information in the plaintiffs' material to assess the reasonableness of the work performed. She gives a number of examples of timesheet entries where the information was inadequate and where she sought additional information from the plaintiffs.

106 Mr Nicholson's objections echo those of Ms Korolak, but in particular he questions the recovery efforts by the plaintiffs, objects to the time spent by the plaintiffs in responding to Ms Korolak's complaints, and objects to the remuneration sought by the plaintiffs on the basis that it was not performed properly or allocated efficiently and there is no proportionality between the work completed and the results delivered for creditors.

107 Ms Korolak also compares the work performed by the new liquidators with the work performed by the plaintiffs and, in short, appears to applaud the work of the new liquidators.

108 Mr Lawrence responds to the corporate objectors' objections in his affidavit sworn on 14 April 2023. Mr Lawrence deposes that Ms Korolak has objected to 86% of the timesheet entries in the first period and 88% in the handover period.

109 He deposes that due to the hostility of Ms Korolak's communications with the plaintiffs and the allegations made by her, he determined that it was appropriate that an appointee (being one of the plaintiffs) respond to her.

110 Mr Lawrence deposes that Ms Korolak sent in excess of 20 emails to the plaintiffs, made disparaging if not defamatory remarks about them and made formal complaints to ASIC and ARITA that the plaintiffs had to deal with.

111 Mr Lawrence deposes that remuneration was largely incurred as a result of responding to various creditor requests, namely Ms Korolak, and he believes that the remuneration sought was proportionately and reasonably incurred and proportionate and reasonable when considering the task that was required to be performed.

112 The plaintiffs submit that Ms Korolak's evidence concerning the plaintiffs lack of independence, failure to properly investigate, miscalculating the estimated return to creditors and her analysis in her affidavit sworn 21 December 2022 are not relevant to the appropriateness or reasonableness of the remuneration sought by the plaintiffs and do no assist the Court.

113 The plaintiffs depose that any time spent by the plaintiffs and their staff in relation to complaints to ASIC and ARITA about the conduct of the plaintiffs in conducting the administration (which were dismissed) are clearly matters relating to relations with the creditors of Tauro and are matters to be taken into account under s 60-12(f), (i) and (m).[49]

114 The plaintiffs submit that the objections identified in the timesheets are lacking in specificity, are vague, repetitious and meaningless. Ms Korolak has simply cut and pasted a generic objection to almost every entry in the timesheets.

115 In relation to the relatively few objections made on the basis that there is insufficient detail to assess the reasonableness of the item claimed, the plaintiffs do not concede that insufficient details have been provided in the timesheet narrations.

116 It is impermissible to object to remuneration for the purposes of making a collateral attack on the plaintiffs. In Re Barokes Pty Ltd (in liq),[50] Hetyey AsJ said:

The Court's function in a remuneration application is solely to assess whether the external administrator's fees are reasonable and to determine what those fees should be. However, it is not a forum to inquire into the conduct of an external administrator. Nor should it be used as mechanism to discipline or punish an external administrator.[51]

117 This approach was further highlighted by Kenneth Martin J in Martice Bruce joint and several administrators for GD Pork Holdings Pty Ltd (Administrators Appointed) as trustee for the GD Pork Unit Trust,[52] where his Honour said:

...it is recognised as matter of law, that the remuneration for services provided ought not be opposed or undermined under a collateral methodology towards an object of punishing or sanctioning an external administrator. Such a 'backdoor approach' would be legally unprincipled.[53]

118 It is difficult to separate what might be valid objections from Ms Korolak's general grievances about the plaintiffs' conduct.

119 No genuine objections are raised by Mr Nicholson. The objections raised by him are a collateral attack on the plaintiffs' conduct.

120 The corporate objectors' submissions, drafted by Ms Korolak,[54] are 60 pages long. They repeat some of the matters that are raised by Ms Korolak in her affidavits. I have considered the submissions. My summary below is not intended to be a summary of the whole of those submissions.

121 In addition to the corporate objectors' objections set out in Ms Korolak's affidavit sworn on 22 December 2022, the corporate objectors object to some of the remuneration on the basis that it is non-chargeable pursuant to 's 8.2 or s 8.2.3 of the ARITA Code of Conduct'.[55] It is submitted that the latter section provides that remuneration for time spent communicating with regulators or professional bodies is only necessary and proper if the complaint is deemed spurious by the regulator.

122 The plaintiffs had not undertaken certain investigations or identified certain possible matters that may have resulted in asset recovery.

123 Numerous complaints were made to regulatory bodies by multiple creditors in relation to the conduct of the plaintiffs.

124 The creditors' report dated 25 September 2020 was not necessary.

125 The remuneration sought by the plaintiffs includes $71,514.00 for two creditors' meetings and two creditor reports.

126 No evidence has been led by the plaintiffs to explain why so much of the work in the administration was performed by senior staff and charges by senior staff should be written off or written down.

127 The work performed by the plaintiffs in the investigations task area was largely ineffective, incompetent and unsatisfactory. The plaintiffs were unable to substantiate any of the uncomplicated matters raised by Ms Korolak for investigation and no further assets were pursued or collected after 30 June 2020. The plaintiffs incorrectly concluded that some of the those matters, such as phoenix activity and uncommercial and related party transactions, were baseless. This needs to be compared to the work undertaken by the new liquidators which resulted in a $900,000.00 settlement with the former director. The creditors had to pay the new liquidators to redo investigatory work. The disparity in the results between the investigations by the plaintiffs and the new liquidators can only lead to a conclusion that the plaintiffs did not complete the work efficiently, competently or satisfactorily and in accordance with the decision in Barokes the investigation work performed by the plaintiffs should be written down. [56]

128 The work performed by the plaintiffs in relation to funding applications was not performed efficiently, satisfactorily or competently. These applications were unsuccessful and should be compared to the new liquidators work which resulted in successful applications.

129 Senior level staff performed work that was not complex, not important and/or the benefit of the tasks to the liquidation was low.

130 A number of matters subject to charge by the plaintiffs, as set out at paragraph 84 of the submissions,[57] were not necessary, proper and/or reasonably and bona fide undertaken for the purpose of the administration. This includes remuneration sought in relation to possible defamation proceedings brought by the plaintiffs.

131 The work performed by the plaintiffs was not performed efficiently, competently and satisfactorily.

132 There was insufficient detail provided to assess reasonableness and there is significant overlap between work performed by senior staff. A significant amount of work undertaken by Steven Barnett was not necessarily and properly performed as it appears he was primarily focused on tasks that were not bona fide undertaken for the purpose of the administration.

133 Creditors are being asked to pay 52% in fees (for both the plaintiffs and the new liquidators) on total recoveries of $974,401.00 which is completely disproportionate. The plaintiffs' fees represent 146% of the recoveries they achieved and they made no attempt to reduce their fees. This cannot be justified in a small, simple assetless administration and highlights a serious concern that unsecured creditors are at grave risk of an unjust and prejudicial result.

134 The plaintiffs were not required to deal with complex issues and the nature of the work did not warrant it to be primarily performed by senior staff. Responding to creditors' concerns and complaints did not make the administration a complex one, nor did the number of creditors (17).

135 The plaintiffs were not required to accept a higher level of risk and responsibility than is usually the case.

136 The time spent on some tasks was more than was required, including the time spent at internal meetings.

137 The remuneration sought by the plaintiffs should be significantly reduced by the Court, including the remuneration sought for the handover period. Overall, the remuneration (originally) sought by the plaintiffs should be reduced by at least 72% (or an amount of $63,004.57).

138 Based on the 'recoveries method' of determining remuneration (as set out in the decisions of Barokes[58] and Idyllic[59]), the plaintiffs' remuneration should be $44,880.00 (noting that $102,010.00 has already been approved).

139 Given the reductions that should be made to the remuneration sought by the plaintiffs, they should bear their own costs of the application.

140 The plaintiffs' submissions can be summarised as follows.

141 The corporate objectors' objections should be viewed cautiously because, first, the factual background and account of investigations set out by those objectors is inaccurate, misleading, contradictory or self-serving; secondly, significant work was undertaken and remuneration incurred as a result of the complaints made to ASIC and ARITA by Ms Korolak and others; thirdly, the submissions filed by the corporate objectors are largely a 'rehash of the issues raised in the affidavits of Ms Korolak and Mr Nicolson';[60] fourthly, the corporate objectors contend that in determining the reasonableness of the remuneration sought by the plaintiffs a comparison should be made between the actions taken, results achieved and remuneration claimed by the current liquidator, but it is not appropriate to draw such comparisons; fifthly, the corporate objectors contend that the Court should consider remuneration on a percentage of recoveries that might be achieved by the efforts of the plaintiffs but this is inconsistent with the application of a time costing basis and is inconsistent with current authorities which warn that while proportionality between remuneration claimed and assets secured or recovered in an administration may be relevant, caution should be exercised on focusing on this because some work undertaken may not generate a return to creditors but it is nonetheless important and necessary work. Additionally, proportionality is not necessarily referable to returns to creditors but also refers to the notion that the remuneration claimed must be proportionate to the complexities of the administration and the extent of the work required to be done; sixthly, the liquidation of Tauro was not a small, simple and assetless administration and a figure of 20% of recoveries (as identified by the corporate objectors) is not an appropriate figure.

142 Mr Lawrence has provided a detailed response to each of the specific objections raised by Ms Korolak to the timesheet entries.

143 Generally, I was not assisted by the specific objections raised by the corporate objectors by way of Ms Korolak's recordings on the timesheet entries - nor was I assisted by Mr Lawrence's response to them. An analysis of the objections formulated this way, and the response to them, would mean a very detailed analysis of all of them by me, which the authorities suggest is not the Court's role.[61] Although I have undertaken a line by line review of some of the timesheet entries, I have, on the whole, reviewed them more broadly and without considering the individual responses to each of them provided by the corporate objectors and the plaintiffs.

144 As best I understand, and as set out previously, the corporate objectors rely on six grounds of objection. The first three are really an objection that the work was not performed by a person of the appropriate level of responsibility and the time taken was unreasonable.

145 There are other complaints (or concerns) made by the corporate objectors - for example, that the plaintiffs lacked independence and miscalculated an estimated return to creditors.[62] However, I have proceeded on the basis that the grounds of objection that I need to decide are valid or not are those discussed below.

146 I will discuss the six grounds of objection set out in paragraph 6 of Ms Korolak's affidavit sworn on 22 December 2022.[63] In addition, I will discuss an objection made on the basis that some of the work performed was not necessary, an objection that does not seem to be included in the six referred to above but does feature in the corporate objectors' submissions. The particulars of this ground of objection are set out in paragraph 84 of the corporate objectors' submissions dated 22 June 2023.[64]

147 There is clear overlap between the ATO objections and the corporate objectors' objections. It must be kept in mind that the ATO objections have resulted in a significant reduction to the initial amounts sought.

Insufficient details have been provided to assess the reasonableness of items claimed

148 This was an objection raised by the ATO and, even though this objection was not conceded by the plaintiffs, has been sufficiently taken into account in arriving at the preliminary determination amount. In any event, first, as I said earlier in these reasons, I agree that there were some instances of insufficient detail, but not to the extent alleged by the ATO, nor by the corporate objectors, and, secondly, given the breadth and specificity of the corporate objectors' objections, I cannot accept that they were in possession of insufficient detail to assess the reasonableness of items claimed.

149 I am satisfied that this objection has been taken into account in the preliminary determination amount and no further reduction is required.

150 The corporate objectors do not develop, in their submissions or evidence, this ground of objection. If the objection is that the plaintiffs did not review the work undertaken during the administration to ensure it was necessarily performed by the right person for the right amount of time, the other grounds of objection relied on by the corporate objectors cover these matters.

151 I do not think this ground of objection in itself means a further reduction to the preliminary determination amount is required.

Work was not properly performed in that it was not performed efficiently, satisfactorily and competently

152 The objection that work was not performed efficiently can be dealt with in other grounds of objection discussed further on in these reasons.

153 The remainder of this objection has no overlap with the objections made by the ATO.

154 It appears that the bulk of this ground of objection is directed to the plaintiffs' work in the investigations task area. The corporate objectors' position is that this work did not bear any fruit and more work should have been done. The crux of the objection seems to be the latter - that is, the plaintiffs should have done more work. Even if that is right, that does not necessarily mean the work done by the plaintiffs was unsatisfactory or incompetent.

155 I am in no position to determine if the work performed by the plaintiffs was satisfactory or unsatisfactory or competent or incompetent. The corporate objectors submit that one can conclude their work was unsatisfactory by comparing the positive results achieved as a result of the work performed by the new liquidators. I do not think such a conclusion can be reached by such a simple comparison. Bald assertions that the plaintiffs failed to properly investigate possible claims against Tauro's director and that the plaintiffs' work had to be redone by the new liquidators are also of little assistance. In any event, the timesheets appear to demonstrate that the plaintiffs did undertake investigatory work in this area, and after complaints were made by Ms Korolak.

156 Even though I am not sure the corporate objectors are asking me to do this, this is not a case where I am able to find that there was 'unsatisfactory conduct by the [plaintiffs], in the sense of conduct in breach of duty or involving serious failures or misconduct on their part', and such conduct may affect their entitlement to remuneration.[65] Rather, I think they are asking me to find some of the work performed by the plaintiffs was work done poorly, or, at worst, improperly and needing to be reworked, and therefore should not be charged.

157 On the evidence before me, I am unable to make such a finding.

158 I note that complaints to regulatory bodies about the work of the plaintiffs were not substantiated and were dismissed.

159 The corporate objectors submit that the work performed in relation to funding applications was not performed efficiently, satisfactorily or competently. They submit that these applications were unsuccessful, but were successful when lodged by the new liquidators. The plaintiffs submit that their applications had not been decided on when they were removed. In any event, I am not in a position, on the evidence before me, to conclude if this work was done so poorly that it should not be charged.

160 In any event, the corporate objectors submit that this ground of objection should result in the investigation work performed by the plaintiffs being written down. As set out previously in these reasons, the investigation work performed by the plaintiffs has been significantly written down, or reduced, by 31.03%.

161 I do not think this ground of objection means a further reduction to the preliminary determination amount is required.

Work was not properly performed in that it was not performed efficiently; work was not allocated appropriately and efficiently; time was disproportionately allocated to tasks; the complexity of the work was not such to warrant the level of costs incurred

162 This ground of objection has significant overlap with the objections made by the ATO.

163 Significant reductions to the initial amount sought have been made after taking into consideration similar grounds of objections made by the ATO.

164 The corporate objectors' evidence and submissions are peppered with many matters that come under this ground of objection. I will not deal with them separately.

165 In arriving at the preliminary determination amount, significant reductions (nearly a third) have been made to the initial amount sought by the plaintiffs due to work being performed by senior staff when it could have been performed by more junior staff (and therefore more cheaply) and more efficiently (in that too much time was spent on a task or tasks). There is nothing in the corporate objectors' submissions that convince me that an additional reduction is required.

166 The corporate objectors make much of the time spent on creditors' meetings and creditor reports, and the senior staff that performed work in these areas. This is understandable. It was also a concern of the ATO. The corporate objectors' submit that just over $71,000.00 is sought for two creditors' meetings and two creditor reports. Even though Ms Korolak has produced a document in which she arrives at the figure of just over $71,000.00, it is unclear how work was identified as being attributable to this area of work.[66] In any event, upon balancing the corporate objectors' objection with the plaintiffs' evidence as to why time and personnel were spent on these tasks, together with my own analysis of the relevant timesheets, I am of the view that a reduction of 31.03% in the creditors task area (where nearly all of the work relevant to this ground of objection was performed) is sufficient to ensure the charge for this work is reasonable.

167 I do not think this ground of objection means a further reduction to the preliminary determination amount is required.

A lack of proportionality between the amount charged and the services provided

168 As Black J stated in Re Sakr Nominees Pty Ltd, proportionality is an important matter in considering a remuneration application and the 'value' of a liquidator's work can include the benefit of resolving the position of creditors and beneficiaries; the benefit to the community of not permitting assets to remain unproductively in the hands of a defunct company for a long period; and can include work that was required to be done, although it did not result in a return to creditors. [67]

169 The plaintiffs could not resolve the position of creditors and beneficiaries as they were removed as liquidators and replaced with new liquidators.

170 I do not think the community benefit factor set out by Black J has any relevance in this matter.

171 The plaintiffs did not achieve a return to creditors. They were removed and replaced with new liquidators. Therefore an analysis of the work they did perform is required. Was it work that was required to be done, as asked by Black J in Re Sakr Nominees Pty Ltd?[68] As stated earlier in these reasons, an analysis of the major tasks completed tables and timesheets reveals that the work was required (with the exception of the defamation work). Nothing in that material demonstrates that it was work that was not reasonable to carry out. Additionally, after the reductions to the initial amount sought, the amounts charged for that work is reasonable.

172 I suspect that much of this ground of objection revolves around the inability of the plaintiffs to achieve much of a return for creditors compared to the return achieved by the new liquidators - that is, the remuneration sought by the plaintiffs is disproportionate to the return achieved by them. I have approached this cautiously because, first, the work the plaintiffs did perform was required; secondly, they were removed as liquidators prior to the finalisation of the administration; thirdly, it is impossible to objectively determine how much of the plaintiffs' work assisted the new liquidators in obtaining the significant returns they did for creditors.

173 The corporate objectors appear to suggest that because, in their view, the remuneration claimed by the plaintiffs is disproportionate to the return achieved, and, more broadly, to the value of their work, the Court should discount the claim or the liquidators should discount their fees. In reality, that is what the liquidators have done - the new amounts sought are significantly discounted fees. If the plaintiffs had stuck to the initial amounts, the Court may very well have discounted that for a number of reasons, including because the actual time spent and the allocation of personnel was disproportionate to the nature, importance and complexity of the task. But the Court does not need to give that discount because the plaintiffs have discounted their fees and a degree of proportionality has been achieved.

174 I do not think this ground of objection means a further reduction to the preliminary determination amount is required.

Work was not necessary - communicating with regulators and creditors (paragraph 84(c))

175 The corporate objectors object to the amounts claimed by the plaintiffs for work and time spent communicating with regulators or professional bodies because of 's 8.2 or s 8.2.3 of the ARITA Code of Conduct'.[69]

176 Some of the creditors (one of whom was Ms Korolak on behalf of Businest) made complaints to ASIC and ARITA regarding the conduct of the plaintiffs in the administration. The plaintiffs communicated with both ASIC and ARITA about the complaints. It is not clear what the official outcome of the complaints was, but it is safe to say that they were dismissed or at least unsubstantiated.

177 ARITA has issued a Code of Professional Practice 4th edition ('ARITA Code'), which is effective from 1 January 2020. The ARITA Code sets the standards for ARITA members in the provision of quality and ethical Insolvency and Advisory Services.[70]

178 The ARITA Code is supported by Practice Statements which provide detailed explanations to support the ARITA Code but do not form part of the ARITA Code. Rather, the Practice Statements provide guidance to assist members.[71]

179 The ARITA Code always remains subject to legislation and the Courts.[72] The ARITA Code and Practice Statements are not a restatement of legislation, regulation and judicial pronouncements - rather they are a set of principles and guidance setting out expected standards of conduct by ARITA members.[73]

180 The ARITA Code provides an entitlement for members to claim for remuneration and disbursements which are necessary and proper.[74] In relation to what is necessary and proper, clause 8.2.3 of Practice Statement Insolvency 8: Remuneration ('Practice Statement') provides, so far as is relevant, that the costs of communicating with regulators or professional bodies in relation to complaints about a member or the conduct of a particular administration is not necessary and proper unless the complaint is deemed spurious by the regulator.

181 The corporate objectors submit that because their complaints to regulators/professional bodies were not deemed spurious, the plaintiffs cannot claim remuneration for communicating with the regulator/professional body. I do not accept that submission because, first, the provisions of the Practice Statement are guidelines and do not bind the Court; secondly, the sole question for the Court's consideration is whether the remuneration claimed by the plaintiffs is reasonable. I cannot see a reason why this would not include remuneration claimed for work communicating with a regulator/professional body in relation to complaints.

182 As previously set out in these reasons, I am of the view that communications between the plaintiffs and regulators/professional bodies and creditors in relation to complaints were for the purpose of the administration and were necessary and reasonable.

183 In any event, I do not understand the corporate objectors' objections to include an objection that the plaintiffs should not be remunerated for work done in communicating with creditors about complaints, only that such communications did not make the administration complex and too much time was spent on them by a person at too high a level. This objection has been dealt with previously in these reasons.

184 I do not think this ground of objection means a further reduction to the preliminary determination amount is required.

Work was not necessary - defamation (paragraph 84(d))

185 The corporate objectors submit that work done (in the sum of $8,602.00) 'for untested and unproven allegations of defamation against a creditor'[75] is work that was not necessary for the administration. I agree that this work was not necessary. I am unable to ascertain how the corporate objectors calculated the amount of $8,602.00. I have reduced the new amount sought by the amount that I have calculated as being the amount claimed for defamation work.[76] This reduction had been made to arrive at the preliminary determination amount.

186 As a reduction for this work has already been accounted for in arriving at the preliminary determination amount no further reduction is required.

Work was not necessary - remainder of paragraph 84

187 The majority of the matters set out in the remainder of paragraph 84 of the corporate objectors' submissions dated 22 June 2023 have been considered in other grounds of objections - for example, duplication of work (paragraph 84(k)); liaising between staff (paragraph 84(l); creditors' report and meeting (paragraph 84(i)).[77]

188 The other matters set out in paragraph 84 appear to me to be items of work that were done for the purpose of the administration, but the corporate objectors simply disagree with the decision of the plaintiffs to undertake that work (reviewing creditor proofs of debt in certain circumstances and the plaintiffs raising the possibility that the new liquidators had a conflict of interest), or have been taken into account in other objections (for example, a creditors' report and double up of work). Fraud or bad faith is not, as far as I understand, alleged. The plaintiffs submit that in relation to these instances or amounts, it is difficult if not impossible to decipher them from the material filed by the corporate objectors. In my view, they are not instances which one can readily say was work done that should not have been done - as for example, in Reiter Brothers Exploratory Drilling Pty Ltd,[78] where the Court was able to determine simply on the face of the material, and without question, that remuneration claimed by a provisional liquidator for the preparation of the director's statement of affairs and for a certain report required (under the relevant corporations legislation at the time) was remuneration for work which was not part of the liquidators functions or duties. In this administration, perhaps some mini-trial would be necessary to determine if it was work that should have been performed by the plaintiffs - a process not supported by the authorities.[79] In any event, I am not convinced these items of work were not necessary for the administration.

189 I do not think this ground of objection means a further reduction to the preliminary determination amount is required.

What the corporate objectors think is a reasonable amount

190 At the hearing on 20 October 2023, Ms Korolak submitted, on behalf of the corporate objectors, that the new total amount should be reduced by $100,000.00 (at least), meaning that any determination made by the Court should be, at the most, a total amount of approximately $59,000.00 for both the first period and the handover period.

191 In written submissions, and as best I can understand, the corporate objectors submit that:

(a) for the first period, reasonable remuneration for the plaintiffs would be approximately $63,000.00, or, based on a percentage of recoveries achieved, $44,880.00; and

(b) for the handover period, reasonable remuneration would be approximately $11,288.00 (50% of the initial amount sought).

192 I am of the view that on any objective analysis of the material filed by the plaintiffs and the objectors, these amounts are not reasonable.

193 Having considered the corporate objectors' objections, I am of the view that the preliminary remuneration amount for both the first period and the handover period should not be reduced further.

194 Rule 9.2(2) of the Corporations Rules provides that the plaintiffs give notice of the remuneration application to certain people 21 days before the application is filed. As a shareholder, Xeros should have been put on notice.[80] The plaintiffs failed to do so because of an oversight. The application was filed on 14 October 2022. Xeros was put on notice and provided with the application and affidavit in support on or about 22 August 2023. Xeros did not file an objection to the application, did not appear at the hearing on 20 October 2023, and did not contact the Court in relation to the application. The plaintiffs submit that there is no prejudice to Xeros and seek relief from compliance with the requirement of r 9.2(2)(d) of the Corporations Rules. In the circumstances, I will make a dispensation order in relation to Xeros and r 9.2(2)(d) of the Corporations Rules.

195 The plaintiffs seek an order under s 60-10 or alternatively s 90-15 of the IPS that they are entitled to be reimbursed for disbursements incurred during the administration. In the draft orders provided to the Court on 20 October 2023, the plaintiffs rely on

s 60-20(3)(b) of the IPS for such an order. That section deals with external administrator's not deriving profit or advantage from the administration of the relevant company unless the Court gives leave to derive the profit or advantage.

I think it is far more suitable to consider the order sought in relation to disbursements under s 90-15 but in case leave is required I will include s 60-20(3)(b) in the order.

196 There was some confusion as to what amount was sought and what the disbursements were. In an email sent to the Court on 14 February 2024, the plaintiffs confirmed that they were seeking disbursements in the total amount of $916.74. This amount confirms that the disbursements are for photocopying. The amount advised on 14 February 2024 remains inconsistent with what Mr Lawrence deposes to in his affidavit, that is, that creditors previously resolved to approve the plaintiffs' internal disbursements in the amount of $500.00 so that only $416.74 is sought for photocopying.[81] Given that evidence, and the fact that it seems there are no other internal disbursements that the $500.00 can be used for, I will proceed on the basis that the amount sought for disbursements (photocopying) is $416.74.

197 Photocopying is charged at $0.99 per page.[82]

198 Mr Lawrence deposes that it is a disbursement properly and reasonably incurred.

199 The corporate objectors submit that it is unclear why an amount is sought for photocopying when only digital files were transferred to the new liquidators.

200 Photocopying of documents other than those that were given to the new liquidators in digital form may have been necessary. Even in an electronic world, it is not unreasonable to think that some photocopying of some documents was still required, especially given the amount of documents that would have existed in this administration.

201 The amount sought seems reasonable and I will make an order that the plaintiffs are entitled to be reimbursed for disbursements incurred during the administration in the amount of $416.74.

202 The plaintiffs seek an order that their costs of the application be costs in the winding up of Tauro and payable under s 556(1) of the Act. As I understand it, the ATO does not object to such an order.

203 The corporate objectors object to such an order and seek an order that the plaintiffs bear their own costs of the application and that those costs are not costs 'of this liquidation'.[83]

204 The plaintiffs had to ask the Court to determine their remuneration as there was no resolution by creditors.

205 A remuneration determination has been made by the Court in the amount ultimately sought by the plaintiffs (or close to it).

206 The plaintiffs were met with objections to their application for a remuneration determination and had to address and respond to those objections.

207 As I understand it, no agreement was reached with the ATO in relation to a remuneration determination amount until the morning of the hearing (or very close to that date), at which time the corporate objectors maintained their objections.

208 The corporate objectors' submission on costs is premised on the basis that any remuneration determination must be for an amount as submitted by them - that is, for an amount far lower than that sought by the plaintiffs. This was not the ultimate outcome.

209 For those reasons, I will make the costs order sought by the plaintiffs, payable under s 556(1)(dd) of the Act. In making this order, the Court has not reviewed any claim for an amount of costs or approved the amount of those costs.

210 I will make the dispensation order and the costs order as set out above.

211 I will also order that there be a determination of the plaintiffs' remuneration for the first period in the sum of $135,130.92 (excluding GST) and $19,190.88 (excluding GST) for the handover period, together with an order that the plaintiffs are entitled to be reimbursed for disbursements in the sum of $416.74 (excluding GST).

RICHARD ALBARRAN AND RICHARD JOHN LAWRENCE in their capacities as former Joint and Several Liquidators of TAURO CAPITAL PTY LTD (IN LIQUIDATION) (ACN 128 127 695)

[1] Corporations Act 2001 (Cth).

[3] Corporations Act 2001 (Cth) sch 2 ('Insolvency Practice Schedule (Corporations)').

[4] The periods for which determinations are sought are made clear at paragraph 32 of the plaintiffs' written submissions filed on 13 June 2023.

[5] There are some minor changes to the language used: for example, s 60-12 of the Practice Schedule refers to the extent to which the work was 'necessary and properly performed', whereas s 449E(4) of the Act referred to the extent to which the work performed was 'reasonably necessary'.

[6] [2021] VSC 179.

[7] [2012] VSC 650 ('Traditional Values').

[8] [2011] VSC 380; (2011) 85 ACSR 144 ('Thackray').

[9] Traditional Values (n 7), [60], citing Thackray (n 8), [63]-[64] (citations omitted).

[10] [2017] NSWSC 668 ('Sakr').

[13] [2002] VSC 353.

[15] [2020] VSC 293.

[16] Re Timeshare Resort Club Ltd (in Liq) [2010] FCA 673, [74].

[17] Re PPI Corporation Pty Ltd [2014] VSC 366, [42].

[18] Deputy Commissioner of Taxation v Starpicket Pty Ltd (No 2) [2013] FCA 699, [54].

[19] Re Reiter Brothers Exploratory Drilling Pty Ltd [1994] TASSC 42; (1994) 12 ACLC 430, 441 ('Reiter Brothers').

[20] The plaintiffs do not concede their entitlement to the initial amounts sought and do not concede that the objections raised in the proceeding had a good basis.

[21] Supreme Court (Corporations) Rules 2013 (Vic) r 9.2(6) ('Corporations Rules'). The Supreme Court (Corporations) Rules 2023 (Vic) commenced operation on 15 June 2023.

[23] (1998) 20 WAR 96 ('Venetian Nominees').

[24] I note that this report is well after the handover period.

[25] The Remuneration Report is dated 22 October 2021 and the timesheets for the handover period do not reveal any work was done on this Report during that period.

[27] Resolutions put to creditors on 27 June 2023 for approval of remuneration in the new amounts sought were rejected by a majority of creditors, but not ATO.

[29] Exhibit GWB-1 to affidavit of Gary Busby sworn 21 December 2022, 11 ('Gary Busby Affidavit').

[30] In the filed material, the number of creditors is often stated as being 'less than 20' or '17'.

[31] A partner's hourly rate was $640.00, while a senior associate's was $595.00, a senior manager $525.00 and an intermediate 1 $300.00.

[33] Insolvency Practice Schedule (Corporations) (n 3) s 60-10.

[34] Re Barokes Pty Ltd (in liq) [2020] VSC 555, [67] ('Barokes').

[35] Affidavit of Rhondalynn Korolak sworn 22 December 2022, [31(b)] ('Ms Korolak's 22 December 2022 affidavit').

[36] Insolvency Practice Schedule (Corporations) (n 3) s 60-12.

[39] $139,538.92 (new amount sought for the first period) minus $4,408.00 (defamation work not allowed).

[47] Ms Korolak's 22 December 2022 affidavit (n 35), [6].

[49] Insolvency Practice Schedule (Corporations) (n 3) s 60-1(f), (i) and (m).

[52] [2021] WASC 428.

[54] Submissions of Businest Pty Ltd and 456 Lonsdale St. Pty Ltd filed on 22 June 2023 ('Corporate Objectors' Submissions').

[57] Corporate Objectors' Submissions (n 54), 22-23.

[59] In the matter of Idylic Solutions Pty Ltd as trustee for Super Save Superannuation Fund and others [2016] NSWSC 1292.

[60] Submissions in reply of plaintiffs filed 21 August 2023, 6.

[61] In the matter of Fearndale Holdings Pty Ltd (in liq) (recs & mgrs apptd) [2020] NSWSC 901, [38].

[62] Ms Korolak's 22 December 2022 affidavit (n 35), [9] - [15] and [21].

[64] Corporate Objectors' Submissions (n 54), [84].

[65] Re VPlus Superstores Pty Ltd (in liq) [2013] NSWSC 662, [12].

[66] Ms Korolak's 22 December 2022 affidavit, (n 35), 199.

[69] Corporate Objectors' Submissions (n 54), 2.

[74] Practice Statement Insolvency 8: Remuneration c 8.2.

[75] Corporate Objectors' Submissions (n 54), [84(d)].

[76] See paragraph 80 of this Judgment.

[77] Corporate Objectors' Submissions (n 54), [84].

[80] Corporations Rules (n 21) r 9.2(2)(d).

[81] Affidavit of Richard John Lawrence sworn on 24 June 2022, [37]. See also the Remuneration Report at page 246 of the exhibits to that affidavit.

[83] Corporate Objectors' Submissions (n 54), [220].