The former company secretary and chief financial officer of Bill Express received advice from a leading law firm not to become a whistleblower despite numerous concerns he had about corporate governance, including transfers and loans made by the once listed, and now failed, payments company.Mark Lichtenstein was secretary and chief CFO at Bill Express from 2005 until late 2007.Lichtenstein provided a copy of legal advice he sought and received from Tony Troiani of Mallesons Stephen Jacques to the liquidators of Bill Express, Ian Carlson and Craig Crosbie of PPB. That legal advice was presented to a liquidator's hearing in the Supreme Court of Victoria yesterday, with Lichtenstein's permission.Lichtenstein has previously told the court that he was excluded from the treasury functions and finances of Bill Express and that Bill Express' money was largely controlled by the chief executive, Ian Christiansen; his wife Tania Bianchin; the chairman, Hal Christiansen (Ian's brother), and the Christiansen's business associate Peter Couper.In early October 2006, Lichtenstein sought legal advice from Mallesons regarding what his obligations were as CFO and company secretary of Bill Express in relation to his concerns about large payment and loan transactions made between Bill Express and a ring of private companies controlled by business associates of the Christiansens.In particular Lichtenstein said he was concerned about $30 million worth of loans made between the web of companies that made up the Bill Express group.Tony Troiani, a partner with Mallesons Stephen Jacques in Melbourne, met with Lichtenstein alone and later wrote to him on 5 October 2006 setting out his opinion of Lichtenstein's legal responsibilities, the court was told.Peter Bick, counsel for PPB, read parts of the letter to the court and asked Mark Lichtenstein to read other parts aloud to the court."You are not under a positive obligation to be a whistleblower," Troiani's letter said.The letter recommended that Lichtenstein continue in his job and fulfil his duties as company secretary and CFO as set out in section 180 of the Corporations Act, the court heard.The letter made six specific recommendations to Lichtenstein. The court heard that these were that he should continue to provide all material about the suspect transactions to the board of Bill Express, to continue to raise his concerns to the board and to continue to make recommendations about the restructuring of the transactions.Troiani's letter also recommended that Lichtenstein bring to the attention of the directors their continuous disclosure obligations, that he analyse the transactions to determine whether any restructure could be material to Bill Express and to make recommendations to the board about disclosing the transactions to the stock exchange."Did you act on this advice?" Bick asked Lichtenstein."Yes," replied Lichtenstein.