Corporate

The approach and counsel of our corporate team is informed by an understanding of the economic and commercial rationale underlying the transactions in which we are involved. Our clients benefit from the 'hands on' involvement of our senior lawyers in formulating and executing commercial solutions and transactions.

Our corporate team has represented participants in some of Australia’s largest transactions and provided advice on the implementation of company transforming deals, applying an understanding of the economic and commercial environments that affect our clients. For further information on our Corporate team's reputation please see Reputation.

[Please click here to view examples of some of our most recent corporate assignments.]


Our corporate practice specialises in the areas of:
Mergers & Acquisitions
Debt & Equity Capital Markets Transactions
Corporate Governance
Commercial Projects
Corporate Finance
Financial Services & Funds Management


For further information contact:  Click on a name to view profile
Tim Bowley
Sarré Cousens

Catie Burdett
David Colenso
Rod Cox
Michael Dulaney
Richard Gelski
Donald Hacker
Shelley Hemmings
Jim Hunwick
Ivor Kaplan
Paul Kasmer
John Keeves
Philip Laity
Rick Malone
Karina Marcar
James Marshall
Richard McMullan
Fiona Melville
Kerry Morrow
David Proudman
Gordon Radford
Damian Reichel
Michelle Segaert
Peter Slattery
Peter Smith
Richard St John
Paul Turner
Stephen Walmsley

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Mergers & Acquisitions

We are engaged by clients on the full range of merger & acquisition transactions, from innovative public takeover bids and major private-treaty acquisitions and disposals to complex court approved mergers by scheme of arrangement. Our experience extends to complex 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 diverse industries such as:

telecommunications
media
biotechnology
financial services
energy and marketing
transport
wine
IT
building materials
insurance
grain handling
marketing

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.

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Debt & Equity Capital Markets Transactions

We represent arrangers, issuers, and underwriters in IPOs, rights issues, hybrid security issues and the development and issue of a wide range of structured financial products. The range of our activities includes the preparation of prospectuses under Chapter 6D and product disclosure statements under Chapter 7 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..

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Corporate Governance

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

Our corporate governance experience covers:
advice on meetings
directors duties
personal, accessorial and derivative liability
directors and officers insurance
indemnities
access to documents
remuneration
related party transactions
disclosure issues
pre-emptive rights
share trading
advice on appointment and removal of directors


We routinely undertake investigations and provide second opinion reviews of advice to boards.

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Commercial Projects

We provide general legal counsel on a broad range of commercial activities and projects undertaken by business enterprises operating in diverse industries. An understanding of the economic and commercial rationale underlying our clients' business informs our approach and counsel.

Our commercial expertise encompasses advice on the structuring and implementation of complex commercial arrangements including:

joint ventures and alliances
licensing
business structuring and reorganisation
property transactions
property & infrastructure development projects
insurance and risk management
legal compliance
long term supply arrangements

We are experienced in the delivery of major property and infrastructure projects representing public and private sector principals, developers, public utilities, international consortia and joint venturers as well as contractors and suppliers, consultants and insurers.

Our project services include:

managing large scale sale processes
tenure analysis incorporating native title and cultural heritage
environmental and other consent requirements
preparation of major contract terms and contract negotiation
negotiation of off-balance sheet and on-balance sheet financing arrangements
tax and stamp duty structuring


Our ability to manage relations with governments and their agencies ensures that project outcomes are facilitated and government requirements are anticipated and met without project delay.

We have assisted clients to achieve the timely and efficient completion of a variety of major projects including:

power stations
wind farms
oil, gas and water pipeline projects
waste water treatment systems
commercial and residential developments
public and industrial facilities

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Corporate Finance

We represent regional retail banks, major Australian retail banks, other domestic and international financial institutions as well as borrowers, guarantors and project sponsors on all forms of debt funding.
We advise on lending and securities transactions at all levels of the market, including:

domestic and international loan facilities
project financing for resources developments, power stations and other infrastructure projects
sale and leaseback transactions
asset securitisation
swaps and derivatives transactions
note issues
trade finance

Our partners combine their expertise in these areas with specialist knowledge and skills in a number of related areas including stamp duties and other taxes, companies and securities law, property and trust law, environmental law and general commercial law.

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Financial Services & Funds Management

We advise on all aspects of financial services, funds management and superannuation covering major investment vehicles and asset categories from their establishment/acquisition, through ongoing administration, modification and restructure, to termination/disposal.

Our team has experience advising on the full spectrum of arrangements for structured, alternative, listed and unlisted, domestic and cross border structures and products including:

establishment and documentation
acquisition/disposal and reorganisation
licensing, taxation and regulatory requirements
offer documentation, guides and advertising
investment arrangements, ongoing administration, compliance and outsourcing

For further information, please contact
Rod Cox
Shelley Hemmings Richard McMullan

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