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Corporate

Overview

Our Corporate team works closely with clients to achieve their immediate and long-term corporate objectives. The team focuses on delivering strategies and outcomes to meet the needs of our clients in a prompt and cost efficient manner. Our style is to identify material issues and not overly complicate matters with technicalities. We value strong collegiate relationships with fellow practitioners and focus on working together to find solutions to meet the needs of all parties. Our experience includes advising on corporate structuring, debt and equity investments, mergers and acquisitions, corporate governance, trade practices compliance and employment matters.

Expertise

  • Establishing new enterprises
  • Transaction and business structuring
  • Due diligence reporting
  • Capital raisings (equity and debt)
  • Public and private mergers and acquisitions
  • Private equity and venture capital
  • Acquisition and disposal of businesses
  • Mining and exploration investments
  • Joint ventures and strategic alliances
  • Share options
  • Corporate reconstructions
  • Financial services licensing and compliance
  • Foreign investment advice
  • AIM listings in the UK
  • Compliance reviews, programs and manuals

Experience

A manufacturing success story

We have achieved outstanding results for an ASX-listed producer of metal alloys.

Building a strong framework

Initially we advised the company’s board on corporate governance matters, ensuring that the enterprise had robust, endurable systems to support an anticipated phase of expansion.

Successful acquisition

The next step was to advise and act for the company in its acquisition of a subsidiary of another ASX-listed company. This acquisition represented a range of special challenges: the subsidiary was based in Europe and had its own subsidiaries in European countries and in Asia.

The acquisition was an ambitious goal because the target was almost the same size as our manufacturing client, making the acquisition and integration a substantial task. Furthermore, the subsidiary’s parent company was anxious to sell as quickly as possible, so we had to structure the deal in a form which did not require advance approval of our client’s many thousands of shareholders.
We advised on the commercial terms, acted in all of the negotiations leading up to the agreement and helped our client find a way through the maze of Listing Rules, avoiding the need for prior approvals which would have caused long delays and would probably have caused the deal to fail.

The result

As a result of the acquisition, our manufacturer client is now in a much healthier position. Its share price has risen and it is now large enough to buy other companies, using its shares as consideration.
We are now helping the company to conduct another capital raising which will lead to further acquisitions. Our client is now well positioned to become a global player in its niche.


Unlocking the wealth in a family business

Our client, a prominent glass manufacturer, was a family business whose founders had decided to sell a majority shareholding in the company to a private equity fund.

The task was to help our client find a way around all of the pitfalls associated with selling a majority stake to an institutional shareholder and losing control of the enterprise, while still maintaining involvement in the business as a minority shareholder.

Business sale in difficult times

The sudden and radical shift in market conditions in 2008 added an additional layer of complexity to this transaction.

A particular challenge was to arrange payment to our client for the shares, because refinancing was necessary post completion and options were limited in the prevailing economic climate.

Our involvement

We were involved in the transaction from the outset, from the initial terms sheet, through to completion and then the post-completion phase. We negotiated favourable terms, obtained payment for the stake in the company and protected the family from losing its investment.

The future

We are now negotiating the sale of the family’s remaining stake in the company and managing the founders’ exit from the business in a way that has maximised their returns and minimised their risk.


Corporate governance case study

Swaab’s corporate lawyers recently assisted a technology start-up company which had grown in size and acquired a significant number of shareholders. The next anticipated step was to look for capital and to raise the company’s profile, with a view either to listing or to negotiating a trade sale.

The board was in the process of deciding whether the existing directors had the necessary skills to govern the company, or whether there was a need to invest funds to bring in independent directors to ensure that the company could be run in the way that shareholders were demanding.

Shareholder dispute

An unfortunate side effect of the company’s growth was the development of a dispute between rival groups of shareholders about the company’s future direction. We assisted the board with advice on how best to manage the conflict, deal with shareholder communication and deliver on shareholder objectives.

Putting the house in order

The next stage was to look at the practical matters of company secretarial work, such as board minutes, resolutions and shareholders agreements. We then went on to assist the company to improve its governance practices by developing policy documentation and procedures.

This laid out the groundwork enabling the company to become self-sufficient in managing its own affairs. Part of this work involved formalising corporate governance systems so that the company could avoid shareholder disputes and other problems in the future.

Attractive investment target

Having helped the company put its house in order, we worked on a major capital investment by a significant Asian private equity fund which was intended to be used to finance the next phase of the company's evolution.
For anyone considering any type of investment in a company, being able to see that the company has a professional and effective governance regime is a big selling point. It inspires confidence in even the most sophisticated investors.

Checklists and Guides

Checklists

  1. Business health Download
  2. Business succession plan On Request*
  3. Corporate governance On Request*
  4. DirectorsOn Request*
  5. Family constitutions On Request*
  6. How to deal with an inspection by a regulator On Request*
  7. Protecting your legal privilege over your documents On Request*
  8. Shareholder agreements On Request*

Practical Guides

  1. Downloadbuying and selling a business
  2. Company secretarial obligationsDownload
  3. Corporate insolvencyDownload
  4. Directors' duties Download
  5. Doing business in Australia Download
  6. Entrepreneurs Download
  7. Management buy-outs Download
  8. Private equity funding for companies seeking investment Download
  9. Public company acquisitions Download
  10. Raising money for companies Download
  11. Reverse takeoversDownload
  12. SME BusinessesDownload
  13. Starting up a business Download
  14. Venture capital funding for early stage companies Download

The checklists and guides are only intended to give an overview of the issues involved. It is not intended to be fully comprehensive or to be a substitute for legal advice.

*To obtain a copy of On Request guides or checklists, please contact:

Alistair Jaque, Partner | Phone: +61 2 9233 5544 | email: afj@swaab.com.au

Publications


Venturing Forth: Sources of funding for Australian start-up businesses

In last month's Swimming with Sharks, the first article of our series focussing on start-up businesses, we looked at some of the major methods of funding ...

17 Apr 2015 / Andrew Draper, Senior Associate read more
Swimming with Sharks: how to avoid getting bitten when it comes to funding start-up businesses

As business confidence continues to grow, recent research has shown that the number of start-ups in Australia is also on the rise, increasing by as much as ... 

24 March 2015 / Andrew Draper, Senior Associate READ MORE
Recent M&A trends in the food distribution industry

From their experience working on a number of recent M&A transactions in the food distribution sector, Alistair Jaque, Partner, Andrew Draper, Senior ...

14 Oct 2014 / Alistair Jaque, Partner, Andrew Draper, Senior Associate, and Euge Power, Solicitor read more
Making Google forget - where to next?

The Court of Justice of the European Union (CJEU) recently held that Google must, if an individual requests, remove or block personal data from search ...

11 Jun 2014 / Susan Walsh, Senior Associate read more
Strange Bedfellows - Minimising risks in Post Merger Integration

Recent studies have shown that close to 50% of post merger integrations fare poorly. While there are no hard and fast rules that will guarantee a ...

13 Mar 2014 / Alistair Jaque, Partner and Andrew Draper, Senior Associate read more
Association Memberships
Tristan Jepson Memorial Foundation
  • 2015 - Finalist Lawyers Weekly Women in Law Awards
  • 2015 - Finalist Lawyers Weekly Australian Law Awards - Employee program of the year