Welcome to Edition 88 of Boardroom Brief. This is a service specifically targeted at the needs of busy non-executive directors. We aim to give you a “heads up” on the things that matter for NEDs in the week ahead - all in two minutes or less.
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.
Other experience includes:
- Viva Energy Group Limited on its successful initial public offering and listing on the Australian Securities Exchange - the largest IPO in Australia for 4 years and the largest non-government IPO in Australian corporate history.
- Yancoal Australia’s Independent Board Committee on the company’s US$3.4 billion acquisition of Coal & Allied Industries from Rio Tinto and the related capital raising.
- CHAMP Private Equity on the $1 billion sale of Accolade Wines.
- Beach Energy Limited’s $1.585 billion acquisition of Lattice Energy Limited and related capital raising.
- Quadrant Private Equity and the minority owners of the Real Pet Food Co on the $1 billion sale of the Real Pet Food Co to a consortium of investors including New Hope, Hosen and Temasek.
- IOOF on its $975 million acquisition of ANZ’s OnePath Pensions and Investments business, including advising on a capital raising by way of placement and share purchase plan to fund the transaction.
- Qube Consortium on the $9 billion acquisition of Asciano.
- 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.
- The NSW Government on the $2.6 billion privitisation of the State’s land titling registry.
- The dual-track IPO and trade sale process of Zip Industries Limited, which resulted in the sale of Zip by Quadrant Private Equity to Advent-backed Culligan International.
- Morgan Stanley as the lead manager of the New Energy Solar Fund IPO.
- Qube Holdings Limited on its $350 million capital raising.
- TPG Telecom on its $400 million accelerated non-renounceable entitlement offer.
- Best Lawyers 2019 named us Law Firm of the Year for Mergers & Acquisitions.
- Five Corporate Advisory partners were named as Best Lawyers 2019 Lawyer of the Year: Costas Condoleon, Peter Cook, Neil Pathak, Craig Semple and John Williamson-Noble.
- 46 partners were recognised in 20 areas of law in 2018 Chambers Asia Pacific. We are one of only three Australia law firms to be ranked Band 1 in each of Corporate/M&A, Equity Capital Markets and Private Equity.
- Gilbert + Tobin won seven awards at the 2018 Australasian Law Firm Awards including Australian Deal of the Year, M&A Deal of the Year, Equity Market Deal of the Year, Energy & Resources 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 2017 and 2016 Australasian Law Awards.