Services

M&A / Corporate Advisory

Who we are

We are a national corporate advisory practice group that is known for providing high quality and commercially astute advice on all aspects of corporate law, with a specific focus on private and public M&A transactions and equity capital markets fundraisings.

We are a growing team that is regularly adding new private and publicly listed corporate clients who are domiciled either within Australia or in overseas jurisdictions. Other clients that we regularly provide advice to include domestic and overseas funds, financial services institutions, trusts, receivers, administrators and liquidators, family offices and high net worth individuals.

The team has strong experience across a range of sectors, including energy and resources, aviation, logistics, telecommunications, media and technology, biotech and healthcare, pharmacy,  aged care and retail.  Most of our corporate partners are recognised in leading legal directories, such as Chambers & Partners, The Legal 500, and Best Lawyers, for their expertise.

We are known for providing commercially astute and pragmatic advice.  We typically adopt a hands-on and focused approach to craft tailored legal solutions to challenging commercial and regulatory issues.

What we do

Our expertise includes:

  • Private Mergers and Acquisitions (including buy-ins, sell-downs and more typical share purchase and asset purchase transactions)
  • Public Mergers and Acquisitions (including schemes of arrangement, takeovers and back-door transactions)
  • Fundraising on Equity Capital Markets, acting for both issuers and joint lead managers/underwriters on pre-IPO capital raisings, initial public offerings, institutional placements, share purchase plans, dividend reinvestment plans,  rights issues and convertible security offerings
  • Sale of distressed assets out of receivership, administration or liquidation
  • Corporate restructuring (including capital consolidations and re-organisations)
  • Employee incentive schemes (for both domestic and foreign-owned corporations, particularly US-based global companies)
  • Corporate governance
  • Advising foreign entities on investing and doing business in Australia, including obtaining any necessary approval from the Foreign Investment Review Board (FIRB)
  • Franchising
  • Risk management and commercial contracting

Notable recent projects

  • Advised Link Administration Holdings Limited (ASX: LNK), a market leading corporate solutions and share registry business,  in respect of its successful A$1.6 billion consortium bid for Property Exchange Australia Limited
  • Advised Appen Limited (ASX: APX), a global leader of training data for AI technology,  on its A$425 million (US$300 million) acquisition of Figure Eight Technologies Inc., and associated A$285 million equity capital raising to finance the acquisition
  • Advised on the $106 million initial public offering and listing of Microequities Asset Management Group Limited (ASX: MAM), a leading micro-cap fund manager, on ASX
  • Advised Universal Coal plc (ASX: UNV), a leading South African thermal and coking coal producer, on its defence to a hostile takeover bid made by TerraCom Limited (ASX: TER) through its wholly owned subsidiary TCIG Resources Pte Ltd
  • Advised Intermin Resources Limited (now known as Horizon Minerals Limited (ASX: HRZ), a mid-tier gold producer, in respect of its acquisition of the entire share capital of ASX-listed MacPhersons Resources Limited by way of scheme of arrangement
  • Advised Qantas Airways Limited (ASX: QAN), Australia’s leading airline, on the contracting arrangements required to implement Qantas Distribution Platform, being a technology platform that facilitates retailing, booking and servicing capabilities with Qantas’ trade partners

 

Public and Private Mergers & Acquisitions

We act  for a range of domestic and foreign companies, funds and high net worth individuals on domestic and cross-border transactions.  We are experienced at advising privately owned and publicly listed clients on the completion of transactions involving complex business structures.  We also have significant experience acting for receivers, administrators and liquidators in the sale of distressed assets or corporates, including through Deeds of Company Arrangement.

Clients value our hands-on approach, excellent and responsive service, delivered on time and within budget.

Notable recent projects include:

  • Advised Link Administration Holdings Limited (ASX: LNK), a market leading corporate solutions and share registry business, in respect of its successful A$1.6 billion consortium bid for Property Exchange Australia Limited.  Other consortium members included Commonwealth Bank and Morgan Stanley Infrastructure Partners
  • Advised Appen Limited (ASX: APX), a global leader of training data for AI technology, on its A$425 million (US$300 million) acquisition of Figure Eight Technologies Inc.
  • Advised Universal Coal plc (ASX: UNV), a UK company that is a leading African coal producer, on five proposed change of control transactions that would have resulted in the delisting of Universal, including (most recently) a proposed scheme of arrangement and Universal’s defence to a hostile takeover bid by made TerraCom Limited (ASX: TER) through its wholly owned subsidiary TCIG Resources Pte Ltd
  • Advised fashion business Princess Polly Group Pty Ltd and its founders on the $82 million sale of a controlling interest in the company to US-based private equity firm Summit Partners

Equity 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.

Notable recent projects include:

  • Advised ASX-listed Appen Limited (ASX: APX),  a global leader of training data for AI technology, on its fully underwritten institutional placement and pro-rata accelerated non-renounceable entitlement offer to raise $A285 million
  • Advised ASX-listed ELMO Software Limited (ASX: ELO), a leading HR cloud and payroll software company, on its recent institutional placements and share purchase plans to raise A$150 million to fund ELMO’s future acquisition program, together with a simultaneous A$35 million sell-down, working alongside joint lead managers Morgan Stanley, Goldman Sachs, UBS and Cannacord Genuity
  • Advised ASX-listed Volpara Health Technologies Limited (ASX: VHT), a leading medical software company, on its institutional placement and pro rata accelerated non-renounceable entitlement offer to raise $A55 million to partly fund its $A22 million acquisition of US-based health technology company, MRS Systems Inc.
  • Advising Bell Potter Securities Limited as lead manager/underwriter on the $265m IPO of shares in leading Australian funeral home operator Propel Funeral Partners Limited and its listing on ASX
  • Advised on the $106 million initial public offering and listing of Microequities Asset Management Group Limited (ASX: MAM), a leading micro-cap fund manager,  on ASX

Corporate advisory and 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
  • Corporate meeting requirements, including annual general meetings and shareholder requisitioned meetings
  • 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
  • Waivers from the ASX listing rules
  • Compliance with the Corporations Act and ASX disclosure requirements
  • ASIC and ASX investigations and ASIC relief under the Corporations Act
  • Employee incentive schemes (for both domestic and foreign-owned corporations, particularly US-based global companies) .

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 are able to establish multi-discipline client service teams to assist with the varied legal issues that arise for parties that are established in another jurisdiction and are looking to expand operations into Australia. 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)
  • Mergers and acquisitions as a way to establish Australian operations.

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

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.

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.

Industry Sectors

Energy, Mining & Resources

We provide a comprehensive range of services to resources industry participants – from early stage explorers through to large miners, from users to developers and operators of infrastructure, and from companies developing or investing into mining projects or technology, to engineers and construction contractors.

We have extensive experience across a broad range of industry sectors and commodities, including petroleum and gas, iron ore, precious metals, copper, nickel, coal, alumina, uranium, industrial minerals, mineral sands and other minerals.

We regularly advise clients on all aspects of exploration, acquisition, development, construction, operation, decommissioning and rehabilitation of resources projects located throughout Australia and overseas. We also advise in relation to the acquisition/disposal, construction, operation and decommissioning of infrastructure assets, including water, power and rail assets.

Telecommunications, Media & Technology

Through our Corporate and Digital Law team, we offer dedicated expertise in information technology, software and services licensing, telecommunications, privacy and cybersecurity.

A number of our corporate lawyers have in-house experience at major Australian telecommunications companies. We have strong relationships with in-house lawyers and with IT, operations and risk managers.

Our clients include large and small IT and telecoms businesses, as well as clients across all sectors seeking support on their IT and data management.

In addition to IT-focused work, we have strong general experience with procurement, distribution and agency models, outsourcing and contract management across the range of corporate functions, goods and services. 

Aged Care

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.

Services

Competition, Regulatory & Risk