United counter-sued HSF, alleging the law firm acted negligently by acting on the instructions of the chairman to pull the plug on the float the day before the draft prospectus was due to be released to analysts, rather than following instructions from the co-founders who were paying the bills.

Delay caused by United

In a 234-page judgment, Justice Elliott said it was "incontrovertible" that United and Mr Silver failed to produce the financials in accordance with the agreed timetable, and "that was the principal, if not sole, reason why the process was behind schedule".

He said Mr Silver was told of the need to meet the deadlines if the float was to go ahead in 2016.

During the court case, it was revealed that Freehills partner Michael Ziegelaar emailed a draft "script" to two non-executive directors the day before the board meeting, which set out to explain to United's two co-founders why the prospectus was not ready to be released to analysts if the numbers were not ready.

This piece of evidence was used by United to argue that Mr Ziegelaar was acting in the interests of the non-executive directors rather than the company.

But Justice Elliott said Mr Ziegelaar was preparing for the "real possibility" that United would not provide the outstanding financials for the draft prospectus to be approved the next day.


"In so doing, Ziegelaar was acting in the interests of United Holdings, not the personal interests of Hudson or [former United director Tim] Antonie," Justice Elliott said.

Cease work

United had also argued that Mr Ziegelaar breached his duties by not conducting a due-diligence committee meeting after board directors refused to sign off on the draft prospectus that Sunday.

Herbert Smith Freehills partner Michael Ziegelaar said he was "very pleased" with the outcome. Luis Ascui

Justice Elliott said a "primary, if not singular" reason why Mr Ziegelaar did not conduct the meeting as scheduled was because Mr Silver chose to announce the IPO was off.

He said in light of United's "repeated failure" to meet any of the critical dates of the timetable, there was no real possibility the draft prospectus and related documents would have been ready in the next one to three days.

No case against Hudson

The court also found in favour of United's former chairman Mr Hudson, whom United also sued, alleging he breached his director's duties by irrationally withholding his sign-off on the draft prospectus to be released to analysts.


Justice Elliott said that given the draft prospectus was significantly incomplete and had not been properly checked or tested by Mr Hudson or others, no non-executive director in Mr Hudson's position could have "seriously contemplated" approving the draft prospectus to be released.

Freehills' Australian managing partner, Andrew Pike, said the judgment was a "complete vindication of the firm, and in particular of our respected partner and joint head of Australian equity capital markets, Michael Ziegelaar".

Mr Ziegelaar said he was very pleased with the outcome.

"Our firm's handling of this complex and difficult matter was subject to intense scrutiny and the Supreme Court's decision shows that we acted with professional integrity and complied with our duties at all times," he said.

This is not the first dispute United has had with its professional advisers.

The court hearing also revealed that United was in a fees dispute with other professional advisers in the past, including MinterEllison, Arnold Bloch Leibler, Clayton Utz, Corrs Chambers Westgarth and McGrathNicol.