Oceania: Corporate/Commercial Law

Justice Brereton’s recent decision in HMA International Ltd [2026] NSWSC 401 (HMA International) endorses two separate but interconnected schemes of arrangement for holders of the same class of ordinary shares who receive different consideration. The structure provides a practical workaround to the uncertainty of class composition and will interest private equity sponsors and others structuring transactions with rolling shareholders.

When two individuals are engaged as a single, inseparable commercial asset, what happens when that relationship breaks down? Who has breached: the person who walks away, the person who remains, or the organisation that can no longer deliver the product it contracted for? And how do those questions shift when the dispute plays out publicly?

Senior associate Sophia Ousager and private client partner Scott Hay-Bartlem discuss Sophia's career progression at CGW, from law clerk to senior associate, while exploring her personal interests and approach to client problem-solving. The conversation offers insights into life at the firm and the motivations that drive legal professionals in corporate advisory and private client work.