Our Corporate & Commercial group has expertise across a range of industries and understands the elements driving our clients’ endeavours. We give legal advice that takes account of the commercial context in which they operate.
About Corporate & Commercial
We advise major domestic and international corporations, publicly listed companies, commercial institutions and businesses. Our clients include banks, national and international telecommunications providers, private funds, network providers, and infrastructure, engineering, biomedical, resource and mining, technology, hospitality, manufacturing, funds management and retail companies and SMEs.
Our clients value our ability to understand their businesses and requirements, as well as our ability to provide practical and strategic advice in a cost effective and efficient manner.
Our lawyers have expertise across a range of industries, including transport and logistics, construction, insurance, retail, energy and resources, health, property and finance.
We stay abreast of developments in key overseas jurisdictions, particularly Asia, the US and Europe.
The areas we specialise in include:
M&A
- Public company takeovers and schemes of arrangement
- Takeovers advice, advice on Ch 6 Corporations Act
- Private treaty acquisitions and sales of a wide range of assets including shares, units & business asset
Capital markets
- Initial public offerings (IPOs)
- Secondary capital raisings (placements, entitlement offers, SPPs)
- Advice on ASX listing rules, Ch 6D Corporations Act, ASIC RGs
- Private (sophisticated investor / IM) capital raisings
Funds
- Funds establishment
- MIA, CAR, custodian arrangements
- PDS
- Advice on MIS, AFSL, Ch 7 Corporations Act
Corporate Advisory
- Shareholder and unitholder agreements, Joint venture agreements
- Corporate reconstructions
- Corporate advice including advice on director’s duties
- Service agreements, supply agreements
- Constitutions
- Subscription agreements
- Legal due diligence
Expertise
- Asset restructuring
- Buying and selling businesses
- Capital raising
- Competition law / Competition and Consumer Act compliance
- Corporate governance
- Corporate insolvency
- Corporations law
- Distribution agreements
- Equity capital markets and IPOs
- Extractive industry law
- Foreign investment
- Franchising agreements
- Funds management and compliance
- General terms and conditions
- Initial coin offerings
- IT agreements
- Joint ventures
- Labelling and production information
- Licensing and royalty agreements
- Managed investment schemes
- Manufacturing agreements
- Mergers and acquisitions
- Privacy, spam, and Do Not Call Regulations
- Private equity
- Private placements
- Product recalls
- Restructures and workouts
- Schemes of arrangement
- Start ups and venture capital
- Shareholder agreements and disputes
- Supply agreements
- Trade practices
- Takeovers and reverse takeovers
- Trusts – establishment revisions, changes and advice
Examples
Some recent matters we have worked on include:
- acting for the vendor of Fort Knox in the sale of its self-storage solutions business and business assets to Blackstone, in what the Australian Financial Review described as one of the largest self-storage transactions in the country at the time
- advising and negotiating the procurement of transport and logistics solutions for a prominent national retailer with a turnover of $800 million
- acting for a vendor in a $10M sale of a label printing, design, manufacturing and supply business to a global group based in the UK
- documenting large scale supply agreements, terms of sale, hire agreements and associated documents, including preparing applications for credit and terms of supply for a large material supplier, and advising on implementation strategies
- acting for an Australian technology company relative to a capital raising in the US
- acting on a substantial acquisition of an Australia-wide infrastructure and construction group, on behalf of an offshore civil construction company
- advising and documenting the impact of a restructure by a Hong Kong and Chinese manufacturer and our Australian mining component supplier to provide international distribution
- advising an Australian and US based mining group on an on-market takeover, acquisitions of mining tenements, joint ventures, capital raisings, corporate structuring and pre-feasibility agreements
- acting on the merger of two textile wholesalers where the consolidated business had a significant turnover per annum
- completion of a multi-million dollar acquisition and funding advice for an Australian electrical company
- negotiating the sale and transfer of a trunked mobile radio network from a private telecommunications company to an Australian state government; this transaction included the transfer of all assets, software and hardware, the assignment of numerous site leases and licences, and the negotiation and drafting of an ongoing services agreement by which the telecommunications company agreed to provide continuing maintenance and support services for the network
- IPO and ASX listing for a technology company preceded and succeeded by the acquisition of various strategically important associated businesses
- advice and establishment of an international digital press provider, three new real estate national and international networks, and an international technology health provider; all of these ventures were market disruptors and required innovative and extensive negotiations, and finalisation of the legal documentation protecting their investors, officeholders and clients including shareholders agreements and various licence and security agreements
- creation of two international service providers of real-time bio-medical services, and advice and documentation relating to their structure, documentation, privacy and credit information compliance, user agreements, supplier agreements, distributor agreements and reseller agreements
- assisting a company to recover millions of dollars in offshore and domestic investments, and protecting further investments with security and debt for equity convertible notes
- advice, workout and class action on behalf of 200+ investors in relation to three failed national and international ATM investment products
- advice, review and recovery of investment monies, capital raising and AFSL issues relating to an international and domestic capital raising concerning Chinese and Australian export and regulatory licensing requirements
- multimillion dollar share sale arrangements and a decommissioning deal concerning international oil and gas companies involved in a joint development in the Timor Sea
- advising the corporate and individual shareholders of a specialised electronic warfare subsystem provider to global defence companies, with their products already installed in several of the world’s front-line military fighter jets, in the sale of 100% of their shares to a NYSE-listed company
- advising a large US power management company, in relation to the Australian aspects of the sale of its ~A$4.4 billion hydraulics business
- acting for a cancer treatment development company listed on both the ASX and NASDAQ, in its acquisition of a Paris-based chemoimmunotherapy research and licensing business
- advising the shareholders of a refrigerated freight company in the sale of their business to an ASX 200listed company, for AUD115 million
- advising a leading provider of healthcare, pathology and general medical services, in its acquisition of workplace health and travel vaccination businesses.
- protecting and advising on IP and privacy issues for certain restaurant chains in Australia and creating the structure and licensing agreements for a new app courier provider.
Latest Videos & Podcasts
April 2023: Proptech businesses in Australia have grown rapidly and continue to do so, with an explosion of startups over the past 3 years.
Cornwalls have been actively working in the PropTech space and have seen start-ups reach a commercial exit.
In this video, John Turnbull, Partner, talks PropTech and shares considerations for the commercial and legal issues you are likely to face when you sell your PropTech business.
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