Below is a short summary of key transactions worked on (a full transaction history can be provided on request).
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.
Mergers and acquisitions
Significant experience acting for sellers and buyers in small and high dollar value transactions, including:
- Whilst at Billabong, purchasing 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);
- Whilst at Wyndham, purchasing from Hengyi Corporation of 86 apartments in a new development in Melbourne, The William;
- Whilst at Schneider, acquiring Citect Corporation by scheme of arrangement for $120m;
- In private practice:
- Schneider Electric Australia Holdings Pty Ltd acquiring for $750m from Gerard Corporation Pty Ltd and Clipsal Industries (Holdings) Ltd all of the shares in their subsidiaries which conducted the Clipsal electrical wiring business;
- Ensign (Australia) Holdings Pty Ltd acquiring by takeover all the issued shares and options of Australian Oil & Gas Corporation Limited;
- Coates Hire Ltd acquiring all of the Wreckair division of Brambles Ltd for $64 million and the contemporaneous rights issue to fund the acquisition.
- Merging by scheme of arrangement two related entities Central Pacific Minerals N.L and Southern Pacific Petroleum N.L.
Preparing companies for IPO or sale
- The proposed initial public offering by ComVergent Telecommunications Ltd to raise approximately A$350 million.
- In response to hostile takeover approach for Billabong International Limited, preparing it (including separate divisions) for scrutiny and potential counter-bid by various interested buyers.
- Privatising Freight Rail Corporation.
Drafting and negotiating contracts
including creating a suite of common precedent agreements using easy to understand plain English suitable for an organisation’s common transactions.
I have drafted, negotiated and finalised a broad range of commercial agreements, including distribution agreements, athlete sponsorship agreements, event participant releases, trade mark licenses, sales representative agreements, sub-contractor’s agreements, concept store agreements, manufacturing agreements, standard terms of trade and IP assignments/licenses. Many of these I have formatted into easy to use templates so that relevant people in the business can complete them without the touch of a lawyer (unless requested).
Advice on Corporations law and other key commercial areas
I have undertaken advisory work throughout my career, including advising Boards of Directors on their duties in various contexts and most recently detailed advice on managed investment schemes.
I also have regularly advised has on how to optimally structure businesses and transactions, including:
- Establishing a new timeshare club for Wyndham in Asia;
- Structuring joint venture arrangements between GIO Australia Holdings Ltd and AMP General Insurance Ltd with each of The Royal Automobile Association of South Australia Incorporated and The Royal Automobile Club of Queensland; and
- Restructuring James Hardie Industries Ltd by transferring its subsidiaries which previously manufactured asbestos into a special purpose Foundation, aspects of James Hardie’s subsequent scheme of arrangement and then the buy-back of its partly paid shares.
Billabong is a fashion brand in the surf industry. During my seven years as the principal in-house lawyer for Billabong, I prepared contracts and undertook transactions and gave advice on just about everything a fashion brand could ever envisage doing. I have since done work for other brands, including Deus, One Teaspoon, Afends and Vissla. I have also written a book “Fashion Law: The Complete Guide” (see separate tab on this website).
Establishing new in-house legal functions
Both the Billabong and Schneider roles were green-field roles where there was no existing in-house legal function and I had to build the departments and functionality from scratch.
Establishing compliance functions
Wyndham held an Australian Financial Services Licence and needed to comply with the managed investment scheme provisions of the Corporations Act. It had an established compliance function but it needed to be modernised and improved, including the implementation of a comprehensive software program to capture and monitor all compliance obligations.
At Billabong, tendering out and implementing a world-wide on-line trade practices training program.
Health checking existing in-house legal departments
Given my three prior general counsel roles I have a good knowledge about what legal departments should be doing and how they can operate efficiently, commercially and in line with the business’ strategy and needs.
I first became a senior associate in 1991 and since then I have been guiding and mentoring more junior (and as I have matured, relatively senior) lawyers. I have also done this as part of the Australian Corporate Lawyers Association’s external mentoring program. This part of my role gives me immense satisfaction.
Trade mark strategy and IP advice
A principal asset of Billabong was its trademark portfolio and whilst at Billabong I:
- Prepared a worldwide intellectual property policy and associated training (delivered to significant members of the design teams in Australia and Europe) and established 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; and
- Managed the worldwide IP portfolio (approx. 3,000 trade marks), supervised four IP personnel and undertook infringement action against counterfeiters. 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 persuasive submissions
including for lobbying government on legal issues or proposed legislative changes.
At Wydham, I needed to prepare submissions to government about proposed relevant regulatory changes, including the proposal to make mandatory tertiary qualifications for all authorised representatives of AFSL licensees.
At Billabong, it was subject to an extortionate claim in Indonesia which required intensive submissions and lobbying to senior Ministers in the then Australian and Indonesian governments.
In private practise, preparing submissions to the takeovers panel.