Corporate / M&A

The vitality of the Australian economy depends on a large number and variety of corporate transactions. Each of these transactions is different; the way we assist our clients is not. Regardless of the size and complexity of the deal, we provide first rate corporate, regulatory and compliance expertise. Whether handling mergers or acquisitions, capital raisings or private equity transactions, our experienced partners and lawyers combine technical skill with a practical, commercial approach. Our Corporate/M&A team is highly accessible and includes links to an extensive network of offices throughout Australia and Asia.

A deeper pool

With more than 30 partners and 100 support lawyers in our Corporate/M&A group, our clients benefit from a deep pool of resources with a wide range of skill sets. In addition, through regular information-sharing, our team draws on the experiences of other technically skilled lawyers around Australia and overseas.

A bigger playing field

On cross-border transactions, our extended team brings lawyers and support staff with the same culture, systems and standards of service to each deal. This means you get fast, transparent and cooperative advice. Our cross-border due diligence is seamless, and our transaction execution always highly coordinated, even across multiple jurisdictions. We have widespread, yet close contacts with government and regulatory bodies, corporations, and individuals with extensive business interests – providing many opportunities to share knowledge and generate introductions for our clients.

A commercial approach

Listening to our clients and thinking about what they want to achieve is what drives us. We are mindful of the detail, but focus on our clients ’transactional objectives and understanding the commercial environment in which they operate. Our aim is always to provide practical as well as professional, reliable advice –moving forward as quickly as possible by dealing with both routine and unpredictable issues with a common-sense and commercial approach.

Our services

Mergers, acquisitions and takeovers

In addition to purely legal expertise, we have a proven track record in successful M&A execution including:

• regulated public company takeovers and mergers by scheme of arrangement
• sales and acquisitions by private treaty
• corporate reconstructions
• addressing and resolving the full range of regulatory issues (ACCC, FIRB, ASX and ASIC) that can arise in M&A transactions

Private equity

Our leading Private Equity group provides advice to institutional and private investors on:

• establishment of venture capital funds
• seed or start-up capital investments
• expansion capital investments
• leveraged management buyouts and buy-ins
• public to private transactions

Equity capital markets

Our Equity Capital Markets group works with companies and other market participants providing advice on:

• capital raisings including IPOs, rights issues and placements
• structuring securities, including the development of hybrid securities
• managing disclosure and liability issues in connection with capital raisings
• dealing with regulators (ASIC and ASX)
• underwriting (acting for both issuers and underwriters)

Corporate advisory

Our Corporate/M&A group provides a range of specialist legal and regulatory advice including:

• directors duties
• corporate governance
• continuous disclosure
• ASX and Corporations Act compliance

• Legal update: Manhattan/MYOB: Be careful what you intend

  What you need to know: Be aware that ASIC’s “Truth in Takeovers” policy1 means that certain public statements by participants in a takeover bid (referred to as “last and final” or “best and final” statements) are effectively binding. The Panel considers that unqualified statements by shareholders to a bidder of an intention to accept a bid can create a relevant interest for the bidder in the shares held by those shareholders and, if those statements relate to shares exceeding the 20% threshold, amount to a contravention of the Corporations Act. Bidders can still solicit statements of intention to accept a bid provided that such statements are suitably qualified. Typically, this means that the shareholders would state that they will accept the bid in the absence of a superior proposal. Cost agreements between a bidder and a major shareholder are likely to require disclosure in the bidder’s statement.

  2 Dec 08 Shane Bilardi, Robert Sultan

• Legal update: Dissolving a joint venture – breaking up is not easy to do

  In difficult economic times hard decisions – like to dissolve a joint venture – may have to be made. But those decisions need not be rushed or unprincipled. And good money can be thrown away if the right course is not adopted, as a recent Federal Court case demonstrates.

  18 Nov 08 Adrian Honnery, Douglas Raftesath

• Newsletter: Energy Law Update - October 2008

  Welcome to the October issue of Energy Law Update. In this edition we: discuss if Australia is ready for geosequestration; consider the future of coal seam methane extraction; outline a summary of key dates for the implementation of the Emissions Trading Scheme; provide an overview of the Clean Development Mechanism under the Kyoto Protocol, and review the ACCC's investigation into the north west shelf joint venture.

  30 Oct 08 Eric Coonan, Nick McHugh, Rebecca Mohr , Claire Forster, Georgie Lange, Bradley Melman and Natasha Vyrnwy-Jones

• Deacons in the press: Mergers & Acquisitions guide

  In the latest ALB guide for M&A 2008, Deacons is highly regarded for their work in Mergers & Acquisitions, with peers citing Deacons' representation on the world's first hostile takeover by a Chinese company, Sinosteel acquisition of Midwest, as one of the 5 leading deals of the year.

  21 Oct 08 Kate Alexander, Ian McCubbin, Shaun McRobert, James Stewart, Michael Wilton

• Legal update: ASIC prohibits short selling of “borrowed” stock

  What this means for you: Both naked short selling and covered short selling (except for a limited market maker exception) are banned for the time being. ASIC will reassess this position in 30 days time; It appears that brokers could be liable for short selling by their clients, whether they know that the trade is a short sale or not. This is most likely an error in the drafting of the relevant Class Order but we are not aware of any amendments to the Class Order at this stage; In any event, brokers should seek confirmation (preferably written) from their clients before each sale that their client is the owner of the shares being sold and that their ownership is not as a result of a securities lending arrangement.

  22 Sep 08 Shane Bilardi, Ron Holzer, Robert Sultan

• Newsletter: Reliable Source - August 2008

  Welcome to the August issue of Reliable Source. This edition covers changes to Western Australia’s mining law, provides an overview of the reporting obligations under the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves and provides an overview of a landmark native title deal secured by the Martu people earlier this year.

  18 Aug 08 Liz Allnutt, Jehann Mendis, Maria Saraceni , Vaughan Fulmer and Natasha Vyrnwy-Jones

• Deacons in the press: Japan is the next free trade target for lawyers

  Adrian Ahern, Deacons partner and M&A lawyer, says a lot of changes have occured in Japan in recent years with the "ability of foreign law firms to establish in Japan and hire local lawyers who have been admitted to the Japanese bar" in moves to explore free-trade with Australia, reports The Australian, 1 August 2008.

  1 Aug 08 Adrian Ahern

• Newsletter: Energy Law Update - June 2008

  Welcome to the June edition of Energy Law Update. Clearly, the report of Professor Ross Garnaut's Climate Change Review, due in September, will be one of the most influential public policy documents released this year. In this issue, the Deacons team looks at Professor Garnaut's Interim Report and also his Discussion Paper on the design of Australia's Emissions Trading Scheme.

  24 Jun 08 Nick McHugh, Samantha Solomon , Belinda Harvey, Heather Hutchinson and Rachael Webb

• Legal update: “World’s First” Carbon Capture and Storage Legislation

  As part of the Commonwealth Government’s efforts to meet the challenge of climate change, it introduced and released the draft Offshore Petroleum Amendments (Greenhouse Gas Storage) Bill 2008.

  23 Jun 08 Jehann Mendis

• Legal update: Prospectus no longer required for certain non-traditional rights issues

  ASIC has recently issued a class order which enables entities to rely on the disclosure exemption in section 708AA of the Corporations Act 2001 (Cth) (Act) for non-traditional rights issues.

  18 Jun 08 Shane Bilardi, Michael Wilton , Chris Mitchell