Our clients know us as trusted advisors – their business is our business. Whether it’s large-scale or smaller value corporate transactions, we offer leading edge expertise on a range of related corporate issues.
Considerable governance reform has occurred since 2007–8 in Australia, much of it occasioned by pressure brought to bear by institutional investors as a reaction to both traditional governance failings and also social and environmental concerns such as a growing awareness of climate change. The next five years will see more scrutiny in how non-financial risks are managed, culture, governance, remuneration and accountability.
The Finlaysons’ Corporate team understands the challenges companies face in balancing the obligations of directors and the rights and expectations of shareholders against the realities of running a business in a complex commercial and regulatory environment.
How can we help you?
Our Corporate team are market leaders operating across Australia for local, interstate and international clients and we’ve developed many long-term working relationships based on mutual respect and the common goal of meeting clients’ commercial objectives.
We advise on a wide range of company law and corporate finance issues for private and public companies working closely with client boards, in-house lawyers, the HR and company secretariat functions, and individual directors (in particular, board and committee Chairs).
We’re experienced in all aspects of mergers and acquisitions, conducting compliance reviews and acting for companies during divestment procedures. We advise clients on the Corporations Act and ASX Listing Rules and restructures, including share transactions, asset transfers, taxation and stamp duty ramifications.
We have built strong links with industry through our government and private sector networks and contribute positively to the corporate sector through representation on industry bodies.
- Brown Brothers’ acquisition of Tamar Ridge Estates
- Advising ASX-listed IMX Resources Limited on its merger with the Canadian-listed company, Continental Nickel Limited
- Advising the South Australian Cricket Association Inc. on amendments to its constitution and other aspects related to the redevelopment of the Adelaide Oval
- Advised a large wind farm in South Australia in respect to the development and expansion of that wind farm, including all tenure and access and transmission requirements, together with preparing and finalising a due diligence report in order to secure the finance for the project, and the assistance in negotiating the finance agreement
- Advised and assisted the owner and developer with the development and expansion of a large scale solar farm in South Australia, including assistance in respect to all tenure and access rights, planning and development approvals, and subsequently the leasing and operational rights agreements in order to have an operator complete construction and subsequently operate the project under a headlease arrangement
- Advising a utilities company on its ability to pay dividends to shareholders having regard to section 254T of the Corporations Act 2001 and the 1936 and 1997 Income Tax Assessment Acts, including its ability to pay franked dividends from its Asset Revaluation Reserve.
- Advising the owners of a target company on the availability of Capital Gains Tax (CGT) “scrip for scrip” rollover relief–where an ASX-listed company acquired the clients’ company in exchange for cash and shares—resulting in a significant reduction in tax payable by the clients on the sale of their shares.
- Reorganizing a number of separate businesses, conducted by substantial professional services firm, under a single holding company—by way of tax-effective CGT rollovers—before the placement of a substantial equity stake with an ASX-listed company.
- Advising a US company on contracts relating to a major procurement of temporary generation capacity for emergency purposes by the South Australian Government. The contract structure included capacity contracts, options and operation and maintenance contracts, and our work included advising substantial risk and regulatory issues.
- Advising a resort and town operator on its power infrastructure requirements, its infrastructure services in relation to water and sewerage, and procurement requirements including drafting contracts relating to these requirements. The project involved advising on generation mix / solutions for the current electricity generation facilities and their redevelopment and expansion and on power purchase contracts and tendering processes.
- Advising major renewable energy services providers on EPC and O&M Contracts, RFP’s RFQ’s and tender submissions relating to major Australian wind farm developments. The work included drafting and advising on contracts, advising on risk and regulatory matters.
- We advised a major Australian university on the preparation of a suite of commercial templates, including service agreements, workplace placement agreements, competition terms and conditions, collaboration agreements, deeds of novation, memoranda of understanding and sub-contractor agreements. Our work involved drafting the commercial templates, together with the preparation of user guidance notes and where appropriate, alternative clauses on key contractual issues such as limitation of liability, indemnities, ownership of intellectual property and warranties.
- Acting in the merger of NFP public companies, subsequently taking a Board Position (e.g. Clean Energy Council), advising on governance requirements generally applicable to Board Members and the conduct of activities of the relevant entity.
- Advising on shareholder / member meetings for listed public and non-listed public companies, private companies and associations incorporated under State legislation, including drafting and advising on constitutions applicable to each entity and drafting notices, resolutions and minutes of meeting.
- Advising a major sporting not-for-profit incorporated association on compliance issues arising from the restructuring of arrangements with respect to its operation and those of its major asset, including advising on disclosure requirements to members and management of Board roles and voting processes with respect to that transaction and generally.
- Advising numerous organisations on the exercise of board members’ powers and duties, preparing and advising on Deeds of Access and Indemnity and constitutions both generally and with respect to governance issues impacting on board members.
- Supporting Partners to act as board members for profit companies, GBE’s and NFPs, both national companies limited by guarantee and associations incorporated under the State legislation.
- We acted for an international defence company in reviewing, and amending, its indirect procurement contracts for the acquisition of goods and services. The matter involved drafting amendments to the procurement contracts, together with the preparation of negotiation handrails to be used by procurement personnel and alternative clauses suitable for various risk profiles and negotiated positions on those documents.
- We have also acted for a major Australian IT company in responding to tenders for software projects. Our work involved identifying departures from the proposed contract, negotiating and recording amendments in a negotiation issues register with various counterparties and maintaining and updating contract issues registers exchanged between the respective procurement teams.
- Corporations, markets, financial services and consumer credit law
- Acting for major domestic and international banks in most aspects of their lending operations, including:
- Negotiation and drafting of facility and security documentation;
- Advice concerning negotiable instruments and documentary credits;
- Advice concerning the banker and customer relationship, including contractual and common law set-off;
- Foreign exchange loans, and advice on, as well as, negotiation and drafting of derivative documentation.
- Acted for an Australian based utility in relation to four (4) issuances of notes in the USPP market to institutional investors (including pension funds). These transactions, involved, in aggregate, funds in excess of $1,000 million ($1 billion).
- Acting for insurers in respect of D&O claims including the provision of coverage advice.
- Reviewing the adequacy of global Directors & Officers insurance cover maintained by a multi-national agribusiness company including the review of the North American (primary layer) policy wording with 26 endorsements and four separate excess layers each with their own wording and multiple endorsements.
Recent Industry Recognition & Awards
- Co-Author of Thomson Reuters, Stamp Duties SA
- Best Lawyers Australia 2021 & 2020 for Corporate Law, Corporate/Governance Practice, Mergers and Acquisitions Law
- Best Lawyers Australia 2021 & 2020 for Corporate Law, Corporate/Governance Practice, Commercial Law
- Best Lawyers Australia 2021 & 2020 for Corporate Law, Commercial Law
- Law Council of Australia, Business Law Section – Corporations Committee
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