The focus throughout my practising career has been corporate and commercial work. In my previous general counsel roles at Wyndham, Billabong and Schneider Electric this covered a broad spectrum of work, ranging from commercial contracts, advisory, acquisitions, intellectual property and anti-trust.
Whilst in private practise my focus was principally in the areas of mergers and acquisitions and capital markets. I routinely project managed large transactions to ensure they successfully completed on time and supervised teams of more junior lawyers.
General Counsel Positions
Wyndham Vacation Resorts Asia Pacific
(From December 2012 to August 2014)
Wyndham is the world leading provider of vacation ownership products. It also operates an associated consumer finance division, several well-known hotel brands (such as Ramada) and a timeshare exchange business (called RCI). Turnover in the South Pacific region in calendar 2013 was in excess of AUD$400 million. This senior role was part of the local executive team reporting to the local CEO and to a senior divisional lawyer in the USA. I had a team of four other lawyers, a para-legal and a team of five in the resolution team dealing with escalated complaints.
As the SVP Legal and Compliance, I had four principal ultimate areas of responsibility:
- All legal requirements, including contract preparation and negotiation, property acquisition and leasing (including purchase of 86 apartments in a new development in Melbourne, The William), employment law issues and litigation;
- Compliance by two time share schemes with the managed investment scheme provisions of the Corporations Act, the National Consumer Credit Principles for the consumer credit division and associated laws (such as the Privacy Act, SPAM Act, etc.);
- Escalated complaints, typically involving Wyndham’s external complaints resolution provider, Credit Ombudsman Services Limited; and
- Establishing a new timeshare club in Asia and acquiring properties in Asia as inventory for this new club.
- Unifying the team behind a common strategy and having them work cooperatively, rather than in silos. This lead to a more cohesive team, higher morale, more efficient operations and ensured no work fell between the cracks;
- Creating systems for compliance and mapping, in detail for the core areas of MIS and consumer credit, all the laws the various businesses needed to comply with. This was a work in progress and was designed to ensure that the various businesses were fully compliant with all of their obligations and that management could be confident about this;
- Responding to an audit by ASIC and an allegation of systemic breach by COSL, with the result of no findings of any significant breach; and
- Simplifying and improving a range of core documents, such as the constituent documents for the Asian Club and the product disclosure statement for the existing South Pacific club. Particularly for consumer facing documents, this makes them more user friendly and more effective for their purpose.
(From December 2005 to November 2012)
International General Counsel Billabong is a global surf apparel company. During my tenure, it was pursuing a multi-brand approach to market (including element, RVCA, Xcel wetsuits, Dakine hardware, Sector 9, Tigerlily) and was expanding its bricks & mortar and online retail presence. During my tenure it had a presence in over 100 countries and turnover approaching AUD$2 billion. I worked closely with the CEO and CFO (and regional general managers) I had one other lawyer and a team of four trade mark professionals reporting to me.
- Establishing and maintaining an in-house legal department with global reach;
- assisting Billabong’s growth strategy; and
- minimising significant legal risks.
Key Achievements Establishing and maintaining an in-house legal department
- Preparing a worldwide intellectual property policy and associated training (delivered to significant members of the design teams in Australia and Europe) and establishing an IP intranet (providing guidance on topics and easy to use precedent documents). This enabled the business to handle its intellectual property on a principled and consistent basis;
- Managing the worldwide IP portfolio (approx. 3,000 trade marks), supervising four IP personnel and undertaking infringement action. This ensured all key marks were registered in all classes and countries that were required and a systematic enforcement process undertaken to tackle the ever present problem of counterfeit goods;
- Preparing a suite of master agreement for use worldwide, including an athlete sponsorship agreement, event participant release, trade mark licence, sales representative agreement, sub-contractor’s agreement, concept store agreement, manufacturing agreement, standard terms of trade and IP assignment/licence (for use with outside designers/photographers). The business could thereby contract consistently and upon terms favourable to it;
- Managing all significant litigation and disputes, including an arbitration conducted in California involving the then junior world surfing champion Jordy Smith and litigation in Indonesia (and Australia) involving our ex-Indonesian distributor;
- Preparing a standard distribution agreement in conjunction with a transfer pricing and customs duty review and signing many distribution agreements (both intra-group and third party). This secured a tax efficient global distribution network on terms favourable to Billabong;
- Preparing an M&A toolbox, including an indicative, non-binding offer, confidentiality deed, exclusivity deed, asset purchase agreement, completion checklist and integration plan;
- Acquiring Nixon, Inc (a Californian watch and accessories company) for $90m, Xcel wetsuits (based in Hawaii), Tigerlily swimwear (based in New South Wales), Sector 9 skateboard (California), Dakine accessories (Oregon, USA) for US$100m, RVCA apparel (California), various bricks and mortar retail businesses (West 49, Inc in Canada (138 stores) for C$99m, Jetty Surf and Surf Dive ‘N’ Ski in Australia (38 stores), Rush in Australia (34 stores), Amazon in New Zealand (19 stores) and Becker in California (5 stores);
- Implementing a leasing guide (key required and desirable terms) for new retail stores;
- Undertaking an equity capital raising in June 2009, raising $291m;
- Tendering out and implementing a world-wide on-line trade practices training program, thus mitigating the risk of an anti-trust violation with the consequential reputational damage and monetary penalties;
- Preparing and implementing an event risk minimisation manual. With events at dangerous wave locations such as Teahupoo, lessening the risk of serious injury, and having a robust response plan if this were to occur, were critical to the ongoing ability to run such events;
- Designing and implementing an electronic contracts’ database, so the business knew what its contractual obligations were and could properly manage them (including not missing renewal dates); and
- Sitting on the whistle blower committee and investigating complaints;
(From Feb 2004 to November 2005)
General Counsel & Company Secretary – Pacific Zone Schneider Electric is a French based multi-national that endeavours to provide all products necessary after electricity generation to consumer use, from high functioning home control systems to a humble light switch. Core Responsibilities:
- Establishing and maintaining an in-house legal department in the South Pacific region;
- Reviewing all major contracts, including a suite of master of agreements commonly used in one business and the terms of all tender submissions;
- Managing all litigation; and
- Managing all the corporate secretarial records and filings with ASIC for the 20+ companies in the group.
- Acquiring Citect Corporation by scheme of arrangement for $120m, thereby plugging a gap in the group’s product offering;
- Defending (ultimately successfully, without making any settlement payment) a $2.1 billion claim against Schneider;
- Undertaking a product recall, in Australia and overseas, thus avoiding the risk of the defective product causing significant injuries and consequential liability for Schneider;
- Outsourcing the superannuation funds of the group, reducing the company’s administrative burdens and resulting in a better, more flexible outcome for employees;
- Coordinating the Australian aspects of a world-wide offer of shares to employees; and
- Appointing (by way of tender) new lawyers for one division of the Schneider group (Clipsal) resulting in a 17% reduction in average charge out rates;
Allens Arthur Robinson
(Sept 2000 – Jan 2004)
Duties and responsibilities:
- Draft and negotiate principal transaction documents (such as share sale agreements, prospectuses) and all other necessary documents to effect transactions, including significant mergers and acquisitions (list available on request);
- Prepare written advice and deliver verbal advice;
- Project manage transactions, including supervising junior lawyers and coordinating advice from other departments (eg tax, IP, employment law); and
- Training and mentoring junior lawyers.
(June 1999 – Aug 2000)
Duties and responsibilities:
- Same as for Allens.
(1991-1992) (Senior Associate)
Duties and responsibilities;
- Drafting and negotiating commercial contracts; and
- Advising on a broad range of topics, including corporate, trade practices and IP.
Kelly & Co
(1988) (Solicitor and Barrister)
Duties and responsibilities:
- I was involved in all aspects of litigation, including appearing as counsel.
(1994 – June 1999) (Law School)
(1993) (Law School)
Duties and responsibilities:
Principal lecturer in corporate law:
- Tutor in Torts;
- Member of the editorial committee of the Flinders Journal of Law Reform;
- Various administrative tasks, including on the appointments committee;
- Ph.D. (“The Information Needs and Rights of Shareholders”); and
- Various articles in refereed journals (see further under “Publications”).