On 15 December 2016, the Australian Securities and Investments Commission (ASIC) released Regulatory Guide 257 Testing fintech products and services without holding an AFS or credit licence (RG 257), which details ASIC’s framework for FinTech businesses to test certain financial services, financial products and credit activities without holding an Australian financial services licence (AFSL) or Australian credit licence (ACL).
The environment for corporate transactions is becoming increasingly complex. Businesses must meet both their legal obligations and the demands of shareholders and other stakeholders.
Gilbert + Tobin’s Corporate Advisory Group provides innovative solutions and project management for large-scale corporate transactions and advises on a range of related corporate issues.
The team is made up of highly respected lawyers with skills appropriate to a range of merger and acquisition, and capital markets transactions. We achieve commercial results through creative solutions and perseverance.
We provide a range of services to ensure compliance with the requirements of the Corporations Act and good corporate governance practices. Our team has advised senior management and boards on a wide range of complex business and legal issues. Regarded as one of the leading advisers to private equity funds, our team blends traditional corporate law skills with an understanding of the needs of private equity investors.
- Corporate mergers, acquisitions and disposals, and related due diligence, tax and structuring issues.
- Joint ventures, including devising ownership, management and operational structures to meet commercial and regulatory requirements.
- IPOs, placements and rights issues for companies and managed funds.
- Complex private equity structuring and consequent investment and exit transactions; including management and leveraged buy-outs.
- Capital management strategies, including buy-backs and capital reductions.
- Capital markets activities, including the structuring of complex capital instruments such as debenture and hybrid offerings and warrants.
- Corporations Act and ASX Listing Rule compliance issues, including continuous disclosure, corporate governance and periodic disclosure obligations and board charter solutions for public and private companies.
- Australian Financial Services Licence applications and compliance for licensees.
- Company secretarial assistance to companies, including the establishment of companies, preparing minutes and resolutions for board and shareholder meetings, and undertaking statutory filings.
Our experience includes advising:
- Vitol on its $2.9 billion acquisition of Shell’s Australian downstream assets, including the Geelong Refinery and 870 retail sites across the country.
- Aurora Oil & Gas on its $2.6 billion acquisition by Baytex.
- Woolworths Holdings Limited (South Africa) on its $2.2 billion acquisition of David Jones by scheme of arrangement.
- The joint lead managers, Citigroup, Goldman Sachs, Merrill Lynch and UBS on the $2.1 billion IPO of MYOB.
- Caltex on the $4.7 billion block-trade sale by Chevron of its 50% shareholding.
- A consortium comprising Wilmar International Limited and First Pacific Company Limited, on the $1.9 billion (enterprise value) recommended acquisition of Goodman Fielder Limited.
- Pacific Equity Partners (PEP) and Spotless Group Holdings Limited (Spotless), on PEPs exit from Spotless via its $1.8 billion initial public offering and listing on the ASX.
- Spotless Group on its $1.8 billion IPO and ASX listing.
- Macquarie Capital and Morgan Stanley, the underwriters of APA Group’s $1.8 billion entitlement offer.
- TPG led consortium, comprising of TPG, PAG and Canada’s Ontario Teachers’ Pension Plan on the $1.2 billion acquisition of DTZ, a global property services business of UGL Limited.
- SAI Global on its $1.1 billion proposed acquisition by Pacific Equity Partners.
- Telstra, on its $1 billion off-market buyback.
- Pacific Equity Partners on its sale of Hoyts Group to ID Leisure Ventures Limited, a China-based investment fund founded by entrepreneur Mr Sun Xishuang.
- The noteholders on Mirabela Nickel’s US$500 million recapitalisation and debt to equity transformation.
- Five of the successfully licenced fund managers under the Commonwealth’s Innovation Investment Fund Program (Brandon BioScience Fund, Cleantech Ventures Fund, OneVentures Innovation Fund, MRCF and Southern Cross) and the only successfully licenced fund manager under the Commonwealth’s Renewable Energy Venture Capital Program (Southern Cross).
- Ten Network Holdings on its entitlement offer and placement.
- Three Corporate Advisory partners were named as Best Lawyers 2017 Lawyer of the Year: Craig Semple, John Williamson-Noble and Peter Cook.
- 38 Gilbert + Tobin lawyers were recognised in 17 areas of law. We are ranked Band 1 in Corporate/M&A, Equity Capital Markets, Private Equity. One of only three Australian law firms to be ranked Band 1 in all such categories - 2016 Chambers Asia Pacific
- Gilbert + Tobin was voted as ‘Best Professional Services Firm (Revenue $50-$200 million)’, ‘Best Law Firm (Revenue $50-$200 million)’, ‘Most Innovative Firm’, ‘Most Friendly Firm’ and ‘Most Caring Firm’ at the 2015 BRW Client Choice Awards.
- Gilbert + Tobin won ‘Australian Law Firm of the Year’ at the 2015 International Financial Law Review Asia Awards.
- Gilbert + Tobin were awarded Australian Law Firm of the Year (250-500 lawyers) and Law Firm Leader of the Year at the 2016 Australasian Law Awards.