CARLINI & CARLINI

In *Carlini & Carlini*, the parties were a husband and wife, the applicants, and the respondent was the Australian Securities and Investments Commission (ASIC). The dispute concerned ASIC's application to wind up the companies, Carlini & Carlini Pty Ltd and Carlini & Carlini Holdings Pty Ltd, on the grounds that they were being used for illegal purposes. The matter came before Macmillan J of the Supreme Court of Victoria.

The primary legal issue before the Court was whether the companies were being carried on for fraudulent or for other improper purposes, thereby justifying their compulsory winding up under section 461(1)(e) of the Corporations Act 2001 (Cth). This required the Court to consider the nature of the companies' activities and the extent to which they were involved in or facilitating illegal conduct.

Macmillan J found that the evidence presented by ASIC established a strong prima facie case that the companies were being used to facilitate tax evasion and money laundering. The Court noted that the directors had engaged in a pattern of conduct designed to conceal the true nature of the transactions and to avoid regulatory scrutiny. In reaching this conclusion, the Court applied the principles established in cases concerning the winding up of companies for improper purposes, emphasizing that the Court has a broad discretion to wind up a company where its operations are contrary to public policy or the law.

The Court ordered that both Carlini & Carlini Pty Ltd and Carlini & Carlini Holdings Pty Ltd be wound up.