services › corporate & commercial

We advise companies and businesses on all aspects of their operations.

Corporate Governance, Compliance & Advisory

We advise a number of public companies and large private enterprises regarding their compliance with Listing Rules and Corporations Act requirements.

We provide day-to-day assistance to these clients including, for example, preparing notices of board meetings, AGMs and EGMs, ensuring compliance with ongoing disclosure requirements, and resolving any corporate governance issues and conflicts of interest that may arise.

We also provide strategic advice in relation to one-off transactions such as takeovers, delistings and related party transactions, often assisting our clients with local and international due diligence.

Specific examples of our  work in this area include:

  • acting for a shareholder bringing a hostile $100 million takeover bid of a public company in the agriculture industry, and then de-listing that company;
  • advising the board of a major unlisted public company on regulatory compliance and corporate solvency issues.

Corporate Structuring

We advise both start-up and existing enterprises on optimal structuring to minimise tax, protect key business assets from the risks of insolvency or litigation, and ensure effective and accountable decision-making processes.

We are able to draw upon our expert knowledge and experience in our insolvency practice to ensure that the structuring we implement provides maximum protection from risk for an enterprise’s commercial and financial assets.

We assist shareholders, unitholders, joint venturers and partners to define their relationships in formal agreements and constitutions, which we adapt to our clients’ specific commercial objectives and circumstances.

Specific examples of our experience in this area include:

  • a shareholders’ agreement between a Singapore based private equity company (60%) and private individuals (40%) in relation to an ultimate holding company in the Netherlands;
  • a unitholders’ agreement for a major software development and distribution business, reflecting differences in each unitholder’s specific skills and contributions at commencement and upon exiting the structure;

See also joint ventures.

Other Advisory Roles

We perform advisory work for a number of accounting firms, especially in the insolvency area and in the forensic analysis of financial statements and accounting records, where we advise on the legal and taxation implications of movements in assets and liabilities.

We provide specialist commercial advice to law firms who practise in non-commercial areas, such as family law.  Our work in the family law area has included the identification and tracing of matrimonial assets in domestic and international jurisdictions, as well as providing advice when matrimonial assets have become the subject of commercial disputes or insolvency proceedings, or advising as to the implications of corporate and trust structures.