Understanding the economic and commercial rationale behind every transaction and providing the best legal solutions to help achieve your business objectives is at the heart of our corporate team’s approach.

Our corporate lawyers have represented participants in some of Australia’s largest transactions and provided advice on the implementation of company transforming deals, specialising in Mergers & Acquisitions (M&A) and Equity Capital Markets (ECM).

We are supported by specialist finance, tax, competition, property and IP lawyers who can assist in the resolution of a range of issues related to complex corporate and M&A matters, including ACCC merger clearances, transaction structuring, tax rulings, negotiation of acquisition finance facilities and due diligence.

Mergers & acquisitions

Leading corporations work with us on a full range of M&A transactions, from innovative public takeover bids and major private-treaty acquisitions and disposals, to privatisations and complex court approved mergers by scheme of arrangement and large scale due diligence exercises. Our experience extends to stapling arrangements and asset transfer schemes, as well as the tax, competition and financing aspects of merger and acquisition deals.

Our industry experience is broad, covering a range of sectors and industries including energy and resources, agribusiness, financial services, media, transport, wine and other beverages, building products and consumer products.

We regularly engage with regulators (ASIC, ASX and the Takeovers Panel) and are actively involved in industry bodies and contribute to leading edge developments in mergers and acquisitions.

Equity capital markets

We represent arrangers, issuers and underwriters in IPOs, rights issues, hybrid security issues and the development of a wide range of structured financial products. We can assist with the preparation of prospectuses and product disclosure statements, as well as all underlying documentation. We also undertake due diligence and the preparation of information memoranda for private offerings including private equity, seed capital and unregistered managed investment schemes.

Our expertise includes liaison with ASIC and ASX in regulatory matters, including innovative relief applications.

Corporate governance

Corporate governance is increasingly in the spotlight, with recent high profile cases emphasising the need for all businesses to follow appropriate governance practices and documentation at all times.

Our corporate governance specialists advise boards, management and individual directors on the full range of corporate governance issues. We are regularly called on to provide independent advice to directors involved in significant transactions when there is need for independent counsel.

We also routinely undertake investigations and provide second opinion reviews of advice to boards. Our experience covers:

  • advice on meetings
  • directors duties
  • personal, accessorial and derivative liability
  • directors and officers insurance
  • indemnities
  • access to documents
  • executive remuneration
  • related party transactions
  • disclosure issues
  • pre-emptive rights
  • share trading
  • executive appointments
  • removal of directors.

Experience

Mergers & acquisitions

Ausdrill

Advising on its A$697 million acquisition of Barminco, creating Australia's second largest mining services company by revenue.

Battery Ventures

Advising on the acquisition of PageUp from its founders, Accel-KKR Growth Capital Partners and Accel-KKR Members Fund.

Bauer Media

Advising on the acquisition of News Corporation publications - Inside Out, Country Style and HomeLife.com.au.

Blackmores

Advising on its acquisition of 100% of the shares in Catalent Australia Holding Pty Ltd, moving Blackmores into the manufacturing space.

Dalian Wanda

Acted on the A$1.13 billion divestment of its Australian real estate/hotel projects to AWH Investment Group, part of the Yuhu Group.

Gazal Corporation

Advised on its scheme of arrangement with PVH Corp, worth A$306 million.

Quanta Services

Acted on its initial acquisition of a 30% interest in Mitchell Water and taking of a call option to acquire the remaining 70% interest.

Equity capital markets

AirXpanders Inc.

Advising on its rights offering and private placement to raise approximately A$20 million.

Ausdrill Limited

Acting on its A$250 million accelerated non renounceable entitlement offer (fully underwritten by Deutsche Bank and UBS) in connection with its A$697 million acquisition of Barminco from private equity interests. The block trades by Ronald Sayers and Peter Bartlett of their shareholdings in Ausdrill for approximately A$150 million.

Bionomics Limited

Advised on its recapitalisation, via share placement, led by major US-based biotechnology investor and Bionomic's largest shareholder, BVF Partners.

Clarksons Platou Securities

Advising the co-lead manager to the initial public offering of Coronado Global Resources Inc.

Institutional Venture Management and OpenView Advisors

Advising on their Series B investment in Deputy Group by way of an acquisition of ordinary shares from existing shareholders and the issue of Series B preferred shares, creating the largest Series B investment in Australia to date.

Liquefied Natural Gas Limited

Advising on its A$28 million capital raising via share placement.

Matrix Capital Partners

Advised on their entry into a strategic partnership and PIPE transaction with Afterpay Touch Group.

Northern Minerals Limited

Advising on various capital raisings to raise up to approximately A$68 million.

Osprey Medical Inc.

Advised on its private placement of CDIs to raise A$10 million and its non-renounceable entitlement offer to raise an additional A$4.3 million.

Visioneering Technologies Inc.

Advising on its private placement and security purchase plan of CDIs to raise approximately A$12 million.

Various noteholders

Advising investors including D.E. Shaw Group, Senrigan Capital and commodities trader Noble Resources on restructures of A$132 million of convertible notes in Sundance Resources.

Private equity

Archer Capital

Advising on the sale of the Aerocare business to Swissport, owned by Chinese conglomerate HNA.

Accel-KKR

Advised on the Australian aspects of the acquisition by Accel-KKR of approximately 35% of the issued share capital in Human Force.

Coast2Coast

Advising on its partial sale of Marlin Brands to funds managed by Oaktree Capital Management and Alceon.

L Catterton Asia

Acted on all aspects of its acquisition of 60% of the 2XU group, having previously advised on L Catterton’s initial investment in 2XU.

OneVentures

Advised on all legal aspects of its investment in Phocas Limited.

China Resources Capital Management

Advising on the restructure of GensisCare and its sell down of shares in GensisCare to KKR.

Potentia Capital

Advised on its acquisition of Micromine, an exploration and mine design solution.

Total S.A.

Advised on all aspects of its US$1.6 billion divestment of its interest in project Ichthys to INPEX.

People

Recognition

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