A SECOND member of the Baillieu government's urban renewal authority, Places Victoria, is in the spotlight over links to the collapse of a property empire that last week forced the authority's chairman, Peter Clarke, to step aside.
Lorna Gelbert, a partner at law firm Madgwicks, was legal adviser to the company behind the Prime Retirement and Aged Care Property Trust, which failed in October 2010 after taking $550 million from investors.
Grilled under oath about the Prime Trust collapse in August last year, Ms Gelbert admitted she "did not consider" the interests of investors in the trust during a complex series of corporate manoeuvres that culminated in the retirement village empire's chief executive personally reaping $60 million.
No benefit flowed to investors from the deal, in which chief executive Bill Lewski received a $60 million fee by selling management rights over 12 of Prime Trust's retirement villages to merchant bank Babcock & Brown.
A third Places Victoria board member, acting chairman Ken Fehily, also has a connection to Prime Trust through tax advice he gave to the company that controlled it, Australian Property Custodian Holdings (APCH).
Mr Fehily last week became acting chairman of Places Victoria after The Age revealed the corporate regulator was seeking to have Mr Clarke banned from corporate life over his behaviour at Prime Trust.
Contacted by email, Ms Gelbert told The Age: "In view of civil proceedings on foot I am unable to make any response to the matters raised in your email."
The Age also contacted Mr Fehily by email but he did not comment.
In a Federal Court civil lawsuit, the Australian Securities and Investments Commission is seeking bans on Mr Clarke and other former directors of APCH: Michael Wooldridge, who is the brother of Baillieu government Community Services Minister Mary Wooldridge and a former federal health minister real estate agent Mark Butler former 7-Eleven franchising manager Kim Jaques and Mr Lewski.
ASIC alleges the directors made improper use of their position when approving a fee to Mr Lewski, of $33 million, paid when Prime Trust listed on the ASX.
Separately, bank-appointed receiver Craig Shepard, of KordaMentha, has also been investigating the failure of APCH and Prime Trust.
As part of that investigation, Mr Shepard last August put in the witness box key figures in the collapse, including Ms Gelbert.
Under questioning by counsel for Mr Shepard, Robert Newlinds, SC, Ms Gelbert told the Victorian Supreme Court she acted for APCH as it restructured in preparation for its stock exchange listing in late July 2007.
She admitted she also acted for Mr Lewski's company, Retirement Guide, which held the management rights and sold them to Babcock & Brown in early September 2007.
Prime Trust spent the three years before the listing building its portfolio of retirement villages, assigning management rights over each to Retirement Guide. The trust received nothing from Retirement Guide in return for the rights and nothing when they were on-sold.
Ms Gelbert admitted that by July 30, 2007 she knew the management rights were extremely valuable.
Asked if she had forgotten about the unitholders, Ms Gelbert told the court: "I didn't consider them, no."
She accepted she acted for Mr Lewski while he was "wearing two hats" as the head of both APCH and Retirement Guide.
"I saw all of the interests as being interlinked at that stage, the management rights had been developed separately as a separate asset," she said.