Menu

Private Equity

Out Perform G+TLaw

10th March 2014

Getting the Deal Through – 2014 Private Equity Funds

10th March 2014

By Adam Laura, Deborah Johns, Peter Feros

Gilbert + Tobin has contributed the Australian chapter in the Private Equity publication of Getting the Deal Through 2014. Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Private Equity 2014, (published in February 2014; contributing editors: Casey Cogut and William Curbow of Simpson Thacher & Bartlett LLP). For further information please visit www.GettingTheDealThrough.com.

10th March 2014

Getting the Deal Through – 2014 Private Equity Transactions

10th March 2014

By Rachael Bassil, Peter Cook

Gilbert + Tobin has contributed the Australian chapter in the Private Equity publication of Getting the Deal Through 2014. Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Private Equity 2014, (published in February 2014; contributing editors: Casey Cogut and William Curbow of Simpson Thacher & Bartlett LLP). For further information please visit www.GettingTheDealThrough.com.”

13th August 2013

Antitrust spotlight continues on private equity firm bidding practices

13th August 2013

By Elizabeth Avery, Luke Woodward, Genevieve Rahman

Following the recent case in Australia (Norcast S.ar v Bradken Limited (No 2) [ 2013 ] FCA 235 (appeal pending to be heard over four days from 4 November 2013) alleging anti-competitive bid arrangements between private equity firms, similar issues continue to rise to prominence under US antitrust laws as well.

3rd April 2013

M+A Perspectives – March 2013

3rd April 2013

In this month’s edition we look  the Foreign Investment Review Board’s policy for 2013, which contains two important substantive changes relating to government-related entities and the types of investments by them.

3rd April 2013

Private Equity – Transactions

3rd April 2013

By Rachael Bassil, Peter Cook

Gilbert + Tobin has contributed the Australian chapter in the Private Equity publication of Getting the Deal Through 2013. Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Private Equity 2013, (published in February 2013; contributing editor: Casey Cogut of Simpson Thacher & Bartlett LLP). For further information please visit www.GettingTheDealThrough.com

3rd April 2013

Private Equity – Fund Formation

3rd April 2013

By Adam Laura, Deborah Johns, Peter Feros

Gilbert + Tobin has contributed the Australian chapter in the Private Equity publication of Getting the Deal Through 2013. Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Private Equity 2013, (published in February 2013; contributing editor: Casey Cogut of Simpson Thacher & Bartlett LLP). For further information please visit www.GettingTheDealThrough.com

5th December 2012

Federal Court upholds the Takeovers Panel’s approach to inferring associations

5th December 2012

By Sarah Turner, David Clee

In an important victory for the Takeovers Panel, the Federal Court has upheld the Panel’s decision in CMI Limited [2011] ATP 4 and in the process confirmed the legitimacy of the Panel’s practice of deciding issues of association on the basis of inferences drawn from partial evidence and patterns of behaviour.

5th December 2012

Can a nominee director be excluded from board participation during a takeover?

5th December 2012

By Peter Cook, Adam D'Andreti

One of the most difficult governance issues that can arise for a target board in the context of a potential takeover is when a substantial shareholder has a nominee director on the board. There are extremely limited rights under general law for a target to exclude such a nominee from participation in board meetings and from provision of information in connection with a defence and this needs to be borne in mind when preparing a takeover defence.

5th December 2012

M+A Perspectives – November/December 2012

5th December 2012

In this month’s edition we look at whether a nominee director be excluded from board participation during a takeover and the Federal Court’s decision in CMI Limited.

5th November 2012

Lock up devices in distressed situations: the Takeovers Panel decision in Mission NewEnergy Limited

5th November 2012

By David Clee, Joshua Fast

The recent decisions of the Takeovers Panel in Mission NewEnergy Limited [2012] ATP and Mission NewEnergy Limited 01R [2012] ATP have confirmed that, while the Takeovers Panel takes the anti-competitive effects of lock-up devices very seriously, it is prepared to adopt a pragmatic approach to their acceptability when dealing with companies in severe financial distress.

5th November 2012

Takeover law reform – in the spotlight but is change really needed? and if so, will it actually transpire?

5th November 2012

By Neil Pathak, Joshua Fast

Treasury has recently issued a scoping paper in relation to takeover law reform. We discuss the areas listed for potential reform and consider whether reform is really needed given the perceived concerns and current economic and financial conditions.

5th November 2012

M+A Perspectives – October 2012

5th November 2012

In this month’s edition we look at takeover law reform and the Takeovers Panel decision in Mission NewEnergy Limited.

31st August 2012

Experts – not untouchable but respect their expertise

31st August 2012

By Rachel Launders

The Takeover Panel’s recent decision in Minemakers Limited 02 ATP 13 shows that, while an independent expert’s report can be challenged through the Takeovers Panel, the expert’s report must be patently incorrect or unreasonable, or the independence of the expert must be compromised, before the Takeovers Panel will intervene. This outcome was confirmed following an application for review.

31st August 2012

Takeover approaches: To disclose or not to disclose

31st August 2012

By Neil Pathak

Directors in receipt of a confidential takeover approach often face a difficult decision whether to disclose it or not. That decision can have serious ramifications for the company’s share price and media and regulatory scrutiny. The recent trend seems to be towards early disclosure of takeover approaches – we question whether that is actually a good thing for shareholders and also market integrity.

31st August 2012

M+A Perspectives – August 2012

31st August 2012

In this month’s edition we examine whether to disclose or not disclose in response to receiving a takeover approach and consider the implications of a recent Takeovers Panel decision for hostile bidders wishing to challenge alleged defects in an independent expert’s report.

1st June 2012

Stopped from bidding when you didn’t agree to stand still – an interesting US case

1st June 2012

By Alex Kauye, Neil Pathak

A recent decision of the Delaware Court of Chancery, which is the leading US court on company law cases, provides a timely reminder for parties to potential M+A transactions that care needs to be taken in drafting confidentiality agreements to avoid unintended limitations on future conduct.

1st June 2012

Collateral benefits in schemes of arrangements

1st June 2012

By David Clee

The recent merger of Whitehaven Coal Limited (Whitehaven) and Aston Resources Limited (Aston) has put collateral benefits in schemes of arrangement back on the radar.

1st June 2012

M+A Perspectives – May 2012

1st June 2012

In this month’s edition we consider collateral benefits in schemes of arrangement and a recent US case of interest to prospective hostile bidders.

30th April 2012

Failure to minimise control impact of rights issue receives frosty response from Takeovers Panel

30th April 2012

By Rachel Launders

Guidance Note 17 – Rights Issues (GN 17) sets out the approach adopted by the Takeovers Panel (the Panel) in relation to rights issues that have the potential to affect control. The recent decision by the Panel in Real Estate Capital Partners USA Property Trust [2012] ATP 6 (Real Estate Capital Partners), in which a declaration of unacceptable circumstances was made, has confirmed the approach of the Panel as set out in GN 17 and reinforced the need for directors to take all reasonable steps to mitigate the potential control impact of a rights issue.

30th April 2012

Special dividends – sweetening the deal

30th April 2012

By Peter Feros

The payment of special and ordinary dividends prior to completion of public company takeovers has been a common theme in many recent transactions. A significant attraction for shareholders is the opportunity to access franking credits in the target which, in certain circumstances, may not be of significant benefit to an acquirer (eg private equity fund acquirers and non-residents in treaty countries which benefit from low or nil dividend withholding tax rates).

30th April 2012

M+A Perspectives – April 2012

30th April 2012

In this month’s edition we consider the benefits of paying a special dividend in the context of a public M&A transaction, and highlight the Takeovers Panel’s continuing interest in rights issues that may have an impact on control.

11th April 2012

Private Equity – Transactions

11th April 2012

By Peter Cook, Rachael Bassil

Gilbert + Tobin has contributed the Australian chapter in the Private Equity publication of Getting the Deal Through 2012. Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Private Equity 2012, (published in February, 2012; contributing editor: Casey Cogut, Simpson Thacher & Bartlett LLP). For further information please visit www.GettingTheDealThrough.com

11th April 2012

Private Equity – Fund Formation

11th April 2012

By Adam Laura, Deborah Johns

Gilbert + Tobin has contributed the Australian chapter in the Private Equity publication of Getting the Deal Through 2012. Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Private Equity 2012, (published in February, 2012; contributing editor: Casey Cogut, Simpson Thacher & Bartlett LLP). For further information please visit www.GettingTheDealThrough.com

29th March 2012

Bridging the price gap – the rise of contingent consideration?

29th March 2012

Despite the recent improvement in Australian M&A activity, a number of strategically sensible transactions are still not getting done because of the inability of the parties to agree on price. In recognition of these volatile economic times acquirers will often take a conservative approach to placing value on the future performance of a company, while target companies are still trying to achieve the highest value for their shareholders, leading to a potential price gap between the parties.

29th March 2012

We’re the regulators and we’re here to help – capital raising for small to mid cap companies

29th March 2012

By Rachel Launders, Jordan Kent

Recent moves by the Australian Securities Exchange (ASX) and the Australian Securities and Investments Commission (ASIC) will make it easier for small to mid cap companies to raise equity.

29th March 2012

Takeovers Panel upholds importance of Truth in Takeovers without chilling the auction in Ludowici Limited

29th March 2012

By Peter Cook, Rachael Bassil, Nirangjan Nagarajah

The Takeovers Panel’s recent decisions in the matter involving Ludowici Limited serves as a timely reminder to all takeover participants of the importance of taking care with public statements in relation to a takeover bid or scheme of arrangement.

29th March 2012

M+A Perspectives – March 2012

29th March 2012

In this month’s edition we consider the Takeovers Panel’s most recent comments on “Truth in Takeovers” in the context of a live auction, promising signs from ASX and ASIC for fundraising by small to mid cap companies, and recent trends in the use of contingent consideration in control transactions.

9th March 2012

G+T’s private equity team sweeps the directories pool

9th March 2012

Gilbert + Tobin’s leading private equity (PE) team has been recognised in both Chambers Asia Pacific 2012 and Best Lawyers 2012, two leading independent legal surveys.

29th February 2012

Current developments in Australia’s foreign investment rules

29th February 2012

By Kirish Kularajah, Deborah Johns

After two years at $231 million, the standard monetary threshold for notifiable transactions has increased to $244 million. Recent controversy around acquisitions by foreign persons of agricultural land in Australia has once again put Australian foreign investment rules into the spotlight, potentially impacting M&A activity in both the agribusiness and mining sectors.

29th February 2012

Not all pills are poisonous – the Takeovers Panel decision in RCL Group Limited

29th February 2012

By David Clee, Alex Kauye

The recent decision of the Takeovers Panel (Panel) in RCL Group Limited (RCL Group) has put “poison pills” back on the radar. In RCL Group, the Panel declined to conduct proceedings in relation to the operation of a contractual right given to Torchlight Real Estate Fund Limited (Torchlight) under the terms of its corporate facility agreement with ASX-listed, RCL Group Limited (RCL).

29th February 2012

Recent trends in hybrid securities and the key legal issues

29th February 2012

By Adam D'Andreti

There has been a strong resurgence in the hybrid securities market, which had been largely dormant since the onset of the GFC, with a number of recent issues by financial issuers (including ANZ, Westpac and Colonial) and corporate issuers (including Woolworths, Origin Energy, Tabcorp and AGL Energy).

29th February 2012

M+A Perspectives

29th February 2012

In this month’s edition we consider the strong resurgence in the hybrid securities market in Australia, recent comments on “poison pills” by the Takeovers Panel and current developments in Australia’s foreign investment rules.

Follow Us On TwitterTwitter Logo

Follow Us On LinkedInLinekdIn Logo

Follow us on YoutubeYoutube Logo