We asked a lawyer to unpack Karl Stefanovic and Keshnee Kemp's legal podcast war

Karl Stefanovic’s legal dispute with business partner Keshnee Kemp has moved to the NSW Supreme Court, bringing the fallout from his controversial Tommy Robinson interview back into focus.

Kemp has launched urgent proceedings seeking to prevent Stefanovic from removing her as a director of 123 Podcast Pty Ltd, the company behind The Karl Stefanovic Show.

Stefanovic and Kemp each hold a 45% stake in the business, while Stefanovic associate Anthony Bell owns the remaining 10%.

According to The Daily Telegraph, Stefanovic is expected to allege Kemp failed to adequately notify Nine about the Robinson interview, a claim she is understood to deny. The pair are also reportedly in dispute over claims involving a partially unpaid loan and company funds.

To unpack the dispute and what could happen next, Mediaweek spoke with Michael Byrnes, partner at Swaab and a specialist workplace relations lawyer.

Note: Byrnes has not seen the court documents and based his analysis on information reported publicly.

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What is driving the dispute?

Mediaweek: What appears to be at the centre of the dispute between Stefanovic and Kemp?

Michael Byrnes: What I’ve read, it seems to stem from two things, as I understand it. One is that she has a 45% interest in the business, where it seems that there might be some buyer’s regret about that.

And then secondly, it’s been reported that there's been some contention about the now-notorious Robinson interview.

Why did Kemp go to court?

Mediaweek: What appears to have triggered the urgent proceedings?

Michael Byrnes: What’s happened is the catalyst for this seems to be that there has been a meeting called at which she was going to be removed as a director or otherwise action taken prejudicial to her interests.

So, it appears she has initiated these proceedings to head that off at the pass and try to have the matter resolved in her favour.

That said, as reported, I haven’t seen the court documents, but she was bought out at fair market value, which is a remedy a court can provide if the right circumstances arise.

Can a court undo a bad deal?

Mediaweek: If Stefanovic now believes Kemp received too much equity in the company, can the court simply change the agreement?

Michael Byrnes: One is that a court won’t undo a bad deal because it’s a bad deal.

But even if it was a bad deal, a court doesn’t just come along and say, we think that level of equity is too high, therefore we’re going to reduce it or we’re going to eliminate it or undo the deal. It doesn't work like that.

Does the Tommy Robinson interview actually matter?

Mediaweek: The Robinson interview led to Stefanovic’s immediate departure from Nine. How relevant is it to this shareholder dispute?

Michael Byrnes: This is about conduct between shareholders, not the production decision. It might not be relevant. It could, depending on the contributions the shareholders intend to make.

So, it might have some relevance, but I query whether it does, and it may not have the direct significance to the shareholder dispute as has been reported, because a shareholder dispute is really about the relations between the parties as shareholders, and I query what the Robinson interview has got to do with that in a direct sense.

What type of case is this anyway?

Mediaweek: Is this essentially a workplace dispute or a corporate dispute?

Michael Byrnes: This is a workplace dispute of a kind, but it is playing out as a shareholder’s dispute in the equity division of the Supreme Court that considers Corporations Act-type matters.

What is Kemp seeking?

Mediaweek: What outcome could Kemp seek through the court proceedings?

Michael Byrnes: What she is seeking, it has been reported, is that her 45% be bought out at a fair market price. And that is a remedy that is sought in actions where there is an alleged breach of shareholders’ agreement or an alleged oppression of a minority shareholder.

They are common causes of action that lead to the purchase of the minority interest, in this case 45%, for fair market value. So, that appears to be the nature of the dispute.

How serious is the fallout?

Mediaweek: What does the decision to begin Supreme Court proceedings suggest about the relationship between the pair?

Michael Byrnes: It seems like there’s obviously been a bit of a fallout between these two. It’s certainly suggestive of a fallout and a serious fallout for it to escalate to this type of court proceeding.

It is not a step that is generally taken lightly. So it suggests a serious fallout.

It has also been reported, and again, I only know this from the reports in the public domain, that there have been discussions between the parties to try and resolve an issue between the shareholders, and those discussions have been unsuccessful.

So, more decisive steps have been taken.