Clare Brown

Special Counsel
+61 2 8247 9643
+61 422 531 292

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Clare specialises in corporate and public securities law, with a particular focus on equity capital markets and mergers and acquisitions.

She has experience in cross-border and domestic corporate transactions including advising on equity and hybrid security fundraisings, regulated and private M&A, business sales and acquisitions, restructures, securities regulatory and ASX compliance issues, ESOPs and other general corporate matters.

She regularly acts for companies and investors in the healthcare and biotechnology sector, as well as the technology industry more broadly.

Mergers, acquisitions and restructures

  • EnGeneIC Limited – advised on its redomicile to Bermuda via scheme of arrangement in March 2015.
  • Archer Capital – advised on its acquisition of the LCR Group in June 2014.
  • Unitrends Software – advised on acquisition of Yuruware in May 2014.
  • Microsoft – acted as Australian counsel on the acquisition of Nokia Australia in 2014.
  • Archer Capital – advised on its acquisition of the Lend Lease Primelife Aged Care business in 2013.
  • Guardian Childcare – acted on its acquisition of the Jigsaw Corporate Childcare business in 2012.
  • Peplin, Inc. – acted on its A$300 million merger with LEO Pharma.
  • Peplin Limited – acted on its redomicile to Delaware by scheme of arrangement, and subsequent re-listing on ASX.

Capital markets

  • AirXpanders Inc. – advised on its A$36.5 million IPO and ASX listing in June 2015.
  • Osprey Medical Inc. – advised on its private placement of CDIs in April 2015.
  • TrailStone Group – advised on its investment in ASX-listed Southern Cross Goldfields in November 2014.
  • BSA Limited – advised on its underwritten entitlement offer in October 2014.
  • Arboretum Ventures – advised on its investment in Cardiac Dimensions in September 2014.
  • Novo A/S – advised on its Series C investment in Spinifex Pharmaceuticals and Spinifex’s related redomicile in April 2014.
  • Sunshine Heart, Inc. – advised on Australian securities issues related to its US IPO in 2012, as well as on its secondary listing on the NASDAQ Capital Market and related capital restructure in 2012.
  • Kai Medical, Inc. – acted on its proposed IPO and ASX-listing.
  • Uptake Medical, Inc. – acted on its proposed IPO and ASX-listing.

ESOPs

  • AirXpanders Inc. – advised on amendments to its equity incentive plan for ASX compliance.
  • RedBubble – advised on the implementation of a performance rights and restricted stock unit plan for Australian and US employees.

Qualifications

  • Bachelor of Laws, University of Wollongong
  • Bachelor of Arts, University of Wollongong

Memberships

  • Law Society of New South Wales
  • Law Society of South Australia

International experience

  • Clare has significant experience advising US clients doing business in Australia and Australian clients doing business in the US, including having acted for a number of US med-tech companies on their proposed Australian IPOs and ASX-listings.