In this update, we examine the relevant legislative and regulatory developments happening across the fintech landscape over the past month. There have been a number of significant developments in Australia including passage of laws applying anti-money laundering and counter-terrorism financing obligations to digital currency exchanges. The Governor of the RBA also discussed the possibility of introducing a digital form of the Australian dollar. Overseas, class actions and SEC stop orders in the US have reinforced the necessity for ICO issuers to seek legal advice when conducting an offer.
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:
- Qube Consortium on the $9 billion acquisition of Asciano (the largest public M&A deal in Australia in 2016).
- Anheuser-Busch In-Bev on the Australian aspects of its US$107 billion acquisition of SAB Miller, the largest takeover in the world in 2016.
- TPG Consortium on the proposed $2.75 billion acquisition by TPG and the Ontario Teachers’ Pension Plan of Fairfax by scheme of arrangement.
- Spotless on the defence of the unsolicited $1.2 billion takeover bid by Downer EDI.
- KordaMentha (as administrators of Arrium) on the dualtrack IPO and trade sale process of Moly-Cop which resulted in the sale of Moly-Cop to American Industrial Partners for an enterprise value of US$1.23 billion.
- SAI Global on its $1.01 billion acquisition by Casmar (Australia) Pty Ltd (a wholly owned subsidiary of the Baring Private Equity Asia Fund IV) by scheme of arrangement.
- Woolworths Holdings (South Africa) on its $2.15 billion acquisition of David Jones by scheme of arrangement and acquisition by takeover of minorities in Country Road.
- The NSW Government on the $2.6 billion privitisation of the State’s land titling registry.
- Yancoal Australia Limited’s Independent Board Committee on the company’s US$2.5 billion capital raising to fund its acquisition of Coal & Allied from Rio Tinto (the largest capital raising in Australia in 2017 to date).
- Credit Suisse, Macquarie Capital, UBS, Citigroup, Goldman Sachs and Morgan Stanley as the joint lead managers on the $1.5 billion initial public offering of Ingham’s Group.
- Credit Suisse and Morgan Stanley as joint lead managers on WiseTech Global’s $1 billion initial public offering.
- Viva Energy REIT on its $1.5 billion initial public offering.
- Telstra on its $1.25 billion off-market share buy-back.
- 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, Spotless, Infigen and Graincorp on general corporate governance and secretarial advice.
- Three Corporate Advisory partners were named as Best Lawyers 2017 Lawyer of the Year: Craig Semple, John Williamson-Noble and Peter Cook.
- 39 partners were recognised in 19 areas of law in 2017 Chambers Asia Pacific. We are one of only three Australia law firms to be ranked Band 1 in Corporate/M&A, Equity Capital Markets and Private Equity.
- Gilbert + Tobin won five awards at the 2017 Australasian Law Firm Awards including Australian Deal of the Year, M&A Deal of the Year, Equity Market Deal of the Year and International Deal of the Year.
- 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.