Businessman Greg Olliver Prohibited From Being A Director For 3 Years, High Court Order Upheld

• Businessman Gregory Olliver lost his Court of Appeal case: prohibited from being a director or promoter of, or from being involved in the management of any company for three years from 20 October 2021 under section 385 of the Companies Act 1993.
• Deliberately structured a highly speculative rescue attempt of a subdivision development joint venture by using his other company, BBG Holdings Limited, that had no assets or assurance of support.
• In September 2019, BBG was placed into liquidation. To date, BBG’s debt of $671,259 remains unpaid.

Property developer Gregory Olliver has been prohibited from being a director or promoter of, or from being involved in the management of any company for three years from 20 October 2021 following the Court of Appeal judgment that upheld an earlier order from the High Court.

Mr Olliver, who was the sole director of BBG Holdings Limited at the time, structured a highly speculative attempt to rescue a subdivision development. However, BBG had no assets or assurance of support to enter into a contract to start work on the subdivision which it had no legal title to. Instead, BBG had a contract to acquire part of that subdivision which was conditional upon the removal of caveats. That condition could not be fulfilled.

"This case involves a reasonably clear case of mismanagement under s 385 [Companies Act 1993], essentially involving the abuse of corporate limited liability,” Justices French, Palmer and Cooke of the Court of Appeal said while dismissing Mr Olliver’s appeal on 22 May 2024.

Mr Olliver’s rescue plan for the stalled property development project by using his company BBG as a vehicle, was flawed as the company had neither assets, nor financial support, said Vanessa Cook, Acting National Manager, Criminal Proceeds Integrity and Enforcement.

“BBG was a shell company with no capital or existing business activities.

“BBG went into liquidation when the attempt to rescue the development was unsuccessful.”

In September 2019 when BBG was placed into liquidation, the company had one preferential claim from Inland Revenue for $32,354.61, which the liquidator has repaid. The liquidator has also repaid unsecured creditors $248,676.15, while $671,259.33 remains unpaid.

“This case is significant as it went to the Court of Appeal, which also concluded that company mismanagement causing insolvency under section 385 of the Act is independent of directors’ duties elsewhere specified in the Act,” Ms Cook noted.

Complaints about breaches of the Companies Act can be raised online via: Make a complaint | Companies Office

Case timeline:

• 1998: BBG Holdings Limited was incorporated but did not have any active business. Mr Olliver was a director since incorporation and the sole shareholder (initially in his name, and later, through his trust).
• 2000s: Mr Olliver and his former spouse bought properties through related entities to develop.
• 2009: Mr Olliver faced bankruptcy proceedings. Subsequently, Mr Olliver and his former spouse created a joint venture between two trusts – one controlled by Mr Olliver, and the other controlled by his former spouse. As part of the joint venture, CIT Holdings Ltd (CIT) bought the properties in two tranches in early 2009, largely funded by BNZ. His relationship with his former spouse deteriorated and from February 2009, Mr Olliver ceased to be a director of CIT whilst his former spouse and a third party remained as directors.
• 2011: A second tranche of properties were transferred to another trust controlled by his former spouse without his consent. This was inconsistent with the joint venture and Mr Olliver brought proceedings against his former spouse. The Court held that CIT was entitled to have the second tranche of properties transferred back to it. The former spouse, through her trust, placed caveats on CIT’s titles over the properties.
• 2014: BBG entered into a sale and purchase agreement with CIT for 7 of the properties for a total of $5,813,500. The agreement was conditional upon CIT procuring the withdrawal of caveats lodged by Mr Olliver’s former spouse’s trust and the BNZ. The High Court dismissed an application from CIT to remove the caveats lodged on behalf of Mr Olliver’s former wife.
• 2016: CIT was placed in liquidation upon an application from Inland Revenue.
• 2019: BBG was placed in liquidation.
• 2021: Deputy Registrar of Companies gave notice under section 385 of the Companies Act that it was considering prohibiting Mr Olliver from being a director, promoter or manage any company.

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