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In conduct that undermined the reputation of the profession, a Victorian solicitor “needlessly” exposed her client to legal and financial risk by facilitating her appointment as a dummy director.
Anita Aarons, an accountant turned lawyer, assisted in her client’s appointment as “dummy director” of two companies that collectively owed the Australian Taxation Office (ATO) just shy of $450,000.
The companies – Snowy Country Property Holdings and RAC Business Solutions – were placed into liquidation shortly afterwards, and the previous directors were free to engage in further business ventures.
The Bancroft Lawyers principal agreed to findings of professional misconduct and unsatisfactory professional conduct and accepted a reprimand, $7,500 fine, a 12-month suspension, and a direction to complete three continuing professional development points.
In making the orders, Victorian Civil and Administrative Tribunal (VCAT) senior member Jonathan Smithers said Aarons’ conduct was the kind “which undermines the reputation of the profession”, but acknowledged Aarons apologised when giving her evidence.
“Her conduct could be described as gratuitously privileging the interests of two other clients of Aarons, over [the dummy director].
“This being in circumstances where Aarons hoped to gain a stream of legal work for her firm by enabling those clients to engage in future business ventures, where she would provide the legal services,” he said.
In connection with the winding up of Snowy Country, Aarons caused documents to be prepared that suggested her law practice was a creditor and issued a false or misleading invoice to that effect.
Aarons also caused a false file note to be provided to the liquidator.
Smithers said proper file notes are “vital” for the protection of clients, and for billing and the efficacy of transactions. The lack of records also contributed to a delayed liquidation and disciplinary investigation.
The dummy director gave evidence that she was a housewife at the time and knew nothing about the companies, their financial position, or the substantial debts they owed to the ATO. She added she did not perform any work other than “signing whatever documents she was given”.
She allegedly became a dummy director when Aarons agreed to waive some legal fees from an unrelated estate matter. Aarons did not accept these allegations, and they were not dealt with by the tribunal.
Aarons said her instructions between 2015 and 2016 in relation to the appointments came from the dummy director’s husband, Andrew Ferguson, who she understood at the time to be a corporations lawyer.
During the course of the formal liquidator’s examination in 2018, Aarons said she became aware Ferguson was struck off the roll of legal practitioners due to breaches of South Australian corporations law.
While it may have been the case that instructions came from the husband, Smithers said this was itself “highly problematic”, given it is a lawyer’s duty “to look after the interests of a vulnerable client”.
“By her actions, Aarons needlessly created a conflict between the interests of different clients, and exposed her client, [the dummy director], to serious adverse consequences,” Smithers said.
Citation: Victorian Legal Services Commissioner v Aarons [2026] VCAT 415.
