Minters was criticised for advice relating to the termination of former FAI Insurance chief executive Rodney Adler's contract at the time of the HIH takeover of the company. Adler was paid A$3.8m (£1.5m) for the termination of his contract, and was given an offer of consultancy work. Minters advised HIH that such a payment was prohibited by company law, but said that it could get around the situation if FAI fired Adler immediately. “By these means Minter Ellison advised that the payment to Adler could be dressed up as a payment by way of damages for breach of contract,” the report stated.
“This was a most inappropriate suggestion for a solicitor to make,” the report continued. Author Justice Neville Owen stated: “In so advising HIH, I consider that Minter Ellison was involved in, and contributed to, an undesirable corporate governance practice of HIH.”
The firm was also slammed for its advice “in a situation where the potential for a conflict of interest was obvious”. The firm advised both HIH and a trust that was set up by Adler to buy shares in HIH.
The report stated: “I found it surprising that Minter Ellison should have accepted instructions to advise HIH,” and added that at the very least, the firm should have advised the HIH board of the possible conflict.
Blake Dawson faired slightly better in relation to the £1m it was paid in the days leading up the HIH collapse, which it has since repaid plus interest.
Owen stated: “I have not found that any person might have breached the law in relation to this payment. I therefore make no recommendation that the possible participation in it by any Blakes partners be investigated further.”
Minter Ellison was unavailable for comment at the time of going to press.