Services

M&A / Corporate Advisory

Who we are

We are known for providing quality advice in the mid-market M&A and capital markets space, including niche advice for emerging market issuers.

We are a rapidly growing team, adding several new panel appointments with ASX200 companies over the past year. Our clients include major public and private companies, private equity firms, small to medium enterprises and high net worth individuals. The team has strong experience across a range of sectors including private equity, energy and resources, technology and telecommunications, retirement villages and aged care, aviation and retail, and distribution.

We provide commercially astute and pragmatic advice and are known for our results-driven approach.

What we do

Our expertise includes:

  • Mergers and Acquisitions
  • Capital Markets (including IPOs, rights issues, convertible notes and underwritings)
  • Corporate Governance
  • Franchising
  • Retirement Villages
  • Anti-Money Laundering
  • Advice for foreign entities doing business in Australia.

Recent projects

  • Acted for WA Super in all matters relating to the Concept One/WA Super merger including the negotiation of insurance terms with WA Super’s insurer, Constitutional amendments, the transfer of assets across from Concept One to WA Super and all disclosure-related requirements.
  • Acted for Turi Foods and its shareholders in the merger between Turi Foods Pty Ltd and OSI Australia Pty Ltd.
  • Acting for an Australian owner of a $60m resort development in North Queensland in the sale of the development to an Australian company under the control of US interests.
  • Advised the underwriter on the largest technology listing on the ASX last year, the A$108m ELMO Software IPO.

 

Anti-Money Laundering

We advise business owners, financial service providers, investors and other clients on their compliance obligations under anti-money laundering regulations.

Since the introduction of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006, many clients now have reporting obligations with AUSTRAC, the regulatory body appointed to oversee the operation of the anti-money laundering laws. We can provide guidance on an on-going basis to clients including advice in the following areas:

  • Assessing compliance requirements with anti-money laundering regulations
  • Establishing Compliance Programs
  • Submitting Compliance Reports
  • Carrying out customer due diligence including “know your client” requirements
  • Record keeping requirements.

Capital Markets

We are best known for providing high quality advice to mid-market and emerging market issuers. We have acted on some of the recent notable IPO transactions in these sectors of the market, either for the issuer, or for the lead manager/underwriter to the IPO.

Recent projects include:

  • Advising highway health food operator Oliver’s as issuer in “first of kind” $50m IPO on ASX
  • Advising Bell Potter Securities Limited as lead manager/underwriter on $265m IPO of shares in funeral operator Propel Funeral Partners Limited and listing on ASX
  • Advising ASX-listed software company Appen on all aspects of its fully underwritten institutional placement and share purchase plan to raise $30m to partly fund its $105m acquisition of Leapforce Inc. as well as acting for Appen as global legal co-ordinator in connection with the acquisition
  • Advising Listed Investment Company Benjamin Hornigold Limited as issuer on matters associated with the IPO of shares by and its listing on ASX.

Corporate Governance

We understand the corporate governance and regulatory environment and can advise you on how to meet your compliance requirements and how to comply with best practice corporate governance protocols.

We provide clients with a full range of corporate governance and regulation services including advising on:

  • Directors’ duties and executive and directors’ remuneration and compensation
  • Fundraising and takeovers under Chapter 6 and 6D of the Corporations Act
  • Related party transactions under the Corporations Act and ASX Listing Rules
  • Disclosures (including continuous disclosure obligations under the ASX Listing Rules) and explanatory statements and information memorandums
  • Compliance with the Corporations Act and ASX disclosure requirements
  • ASIC and ASX investigations and ASIC relief under the Corporations Act.

Doing Business in Australia

We have extensive experience assisting existing and new investors into Australia and businesses seeking to establish an Australian presence. As a full service firm, we able to establish multi-discipline client service teams to assist with the varied legal issues that arise for parties doing business in another jurisdiction. Our highly skilled lawyers are able to assist with matters such as:

  • Establishing an office in Australia or incorporating an Australian investment vehicle
  • Acquiring Australian companies or assets
  • Foreign Investment Review Board approvals
  • Import/export agreements and distribution agreements
  • Joint venture and partnership agreements with Australian parties
  • Regulatory issues (e.g. privacy, anti bribery, anti-money laundering).

Our experience extends across a number of traditional and emerging industries such as food and agribusiness, energy and resources, telco, automotive, professional services, IT and cryptocurrency.

Franchising

We advise a wide range of clients, from start-ups to some of Australia’s best known networks, on their franchising agreements.

Our franchising expertise covers the full range of areas relevant to the establishment and maintenance of a franchised network – from contract law, trade practices, intellectual property (including patent attorneys), commercial litigation, retail leasing, employment law and international trade and distribution.

In addition to senior lawyers with relevant expertise, we have a team of lawyers and law clerks that enables us to provide cost effective service, particularly in relation to outsourced contract management services. We can provide an outsourced solution for the engrossing of standard franchise and lease documentation that is cost neutral to franchisors.

Mergers & Acquisitions

We act predominantly in the mid-market M&A space, for a diverse range of public and private entities on local and cross-border transactions. Clients value our commercial and pragmatic advice and results-driven approach.

We understand that clients expect excellent service, delivered on time and within budget.

Recent projects include:

  • Acting for Bureau Veritas Australia Pty Ltd on its acquisition of a 65% equity stake in McKenzie Group Consulting Pty Ltd
  • Advised fashion business Princess Polly Group Pty Ltd and its founders on the sale of a controlling interest in the company to US-based private equity firm Summit Partners
  • Acting for Epuron Projects Pty Limited in relation to Epuron and IGP’s sale of the 75MWac Clermont Solar Farm to Wirsol.

Retirement Villages

We have substantial experience in servicing the rapidly expanding aged care and retirement village industry.

We bring a commercial focus and provide tailored, strategic advice on:

  • Regulatory compliance, including accreditation and certification
  • Acquisitions, mergers and divestments of retirement villages, aged care facilities and bed licences
  • Business structuring and joint ventures
  • Taxation structuring including GST, CGT and stamp duty
  • Employment and workplace relations
  • Leasing, developments and property
  • Corporate governance, including advice for ASX listed companies.

Superannuation

We advise a range of participants in the superannuation and financial services industry, including public offer superannuation funds, industry funds, corporate funds and pooled superannuation, trusts, responsible entities and administrators.

We work hard to understand each client’s business, help them solve problems and achieve their goals.

Our expertise includes:

  • Assisting industry incumbents develop new insurance and retirement income stream products
  • Training boards in governance and governance reforms with a focus on conflicts of interest
  • Designing models and dealing with regulatory enquiries into super consolidation advice
  • Reviewing and redesigning trustees’ insurance management frameworks, procedures and policies to ensure engagement with their insurers
  • Development of new funds using technology, customer service and unique offerings in investment focus or membership base.

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Services

Intellectual Property