Corporate Advisory

Corporate Advisory


Our Corporate Advisory team has extensive experience in advising on corporate legal and regulatory issues relevant to the dynamic Australian corporate environment.

We provide timely advice and transactional services on corporate matters, whether they be complex or routine, for a diverse range of clients, including listed and unlisted companies, directors, company secretaries, corporate and financial advisers and investors. With clients based in Australia and overseas, we regularly advise on the Australian corporate law implications of cross-border transactions and investments, and are adept at dealing with the competing legal and regulatory issues that such matters can generate.

With a large corporate advisory practice located in Australia’s most entrepreneurial city, we regularly advise and act on matters and issues which are at the forefront of Australian corporate practice. We understand that legal and regulatory issues raised by corporate activity and transactions have the potential to frustrate or delay business and successful outcomes. Our Corporate Advisory team provides practical, strategic advice to ensure that our clients’ business needs are addressed in a commercial and compliant manner.

The senior members of our Corporate Advisory members have many years’ of corporate experience. Various members of our Corporate Advisory team have worked overseas in legal roles, both in-house and in private practice, and locally in senior positions at the ASX and ASIC and within the financial services industry. This experience provides our team with the ability to assess legal and regulatory issues from different perspectives and to offer a range of solutions to address such issues.

Our core capabilities in Corporate Advisory include:

  • Corporate governance

  • Directors’ duties

  • Shareholder meetings

  • Company formations and company constitutions

  • Corporate reconstructions and re-domiciles

  • Capital transactions, including buy-backs and capital reductions

  • Shareholder and joint venture agreements

  • Executive remuneration

  • Corporations Act and ASX Listing Rules compliance

  • Related party transactions

  • Continuous disclosure and periodic reporting requirements

  • ASIC enquiries and investigations

  • Due diligence enquiries.

Various members of our Corporate Advisory team have worked overseas in legal roles, both in-house and in private practice, and locally in senior positions at the ASX and ASIC and within the financial services industry. This experience provides our team with the ability to assess legal and regulatory issues from different perspectives and to offer a range of solutions to address such issues.

Our Corporate Advisory experience includes the matters noted below. For further details of our capabilities and experience please contact us.

  • ASX-listed mining company - advised on issues concerning continuous disclosure, Corporations Act compliance and directors’ duties raised by the conduct of a senior executive and worked with our Workplace Relations team to resolve the matter to the mutual satisfaction of the company and the senior executive.

  • Unlisted energy supply company – we are providing ongoing advice on issues regarding directors’ duties and shareholder remedies raised by the competing interests of majority and minority shareholders in a private company regarding a significant contract.

  • Government department - providing ongoing advice to a government department on corporate structure and operational issues regarding a new technology centre. We drafted documents such as shareholder agreements and provided advice on the terms of the constitution in conjunction with our Tax team.  

Adam Levin

Partner

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Rob McKenzie

Partner

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Will Moncrieff

Partner

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Elizabeth Tylich

Partner

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Jemal Zagami

Partner

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Hilary Hunt

Partner

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Luke Paterson

Partner

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Danielle Lee

Special Counsel

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Hamish Taylor

Senior Associate

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  • 19 April 2017

    Has your organisation suffered a serious data breach? Reporting will soon be mandatory!

    The Privacy Act 1988 (Cth) (Privacy Act) has recently been amended to introduce a mandatory data breach notification regime. This means that entities regulated by the Privacy Act will soon be required to notify impacted individuals (and the Office of the Australian Information Commissioner) when a serious data breach occurs.

    Author: Elizabeth Tylich

    LINK 37 Bytes

  • 25 November 2016

    "Business to business" unfair contract term protections

    On 12 November 2016, the “unfair contract terms regime” commenced application to business-to-business transactions. “Unfair” terms in certain “small business contracts” can now be declared void and unenforceable.  

    Author: Luke Paterson

    LINK 38 Bytes

  • 12 April 2016

    Underneath the radar: balancing public information with personal security

    In various industries, decision-makers significantly affect the rights and interests of others.  Despite the fact that they may have regularly encountered aggressive and disgruntled people in the course of their roles, they frequently downplay the personal security risks that arise, reassuring themselves that they are “only doing their job” and that all affected people “will understand”. Further, people often assume that there is nothing they can do to overcome a requirement for their address to be publicly available information e.g. ASIC keeps a register of director addresses.  

    This alert examines the options available for suppressing personal information from publication, highlights the importance of applying for suppression as soon as a security risk develops, and considers the inherent security risks in using social media. 

    Author: Eva Lin

    LINK 42 Bytes

  • 23 November 2015

    Unfair contract term protections for small businesses What is the new law?

    On 12 November 2015 the Treasury Legislation Amendment (Small Business and Unfair Contract Terms) Bill 2015 received Royal Assent. This legislation gives effect to the extension of the “unfair contract terms” protections to small businesses.

    Businesses will need to review standard form ‘business to small-business’ contracts to identify and amend any terms which are at risk of being ‘unfair’ and void under the new law.

    Authors: Luke Paterson, Elizabeth Tylich

    LINK 42 Bytes

  • 21 October 2015

    Changes to the laws governing incorporated associations in Western Australia

    On 11 September 2014 the Associations Incorporations Bill 2014 (WA) (Bill) was introduced into the Western Australian Parliament. The Bill has now been passed by both Houses of Parliament and is awaiting Royal Assent. The Bill repeals and replaces the current Associations Incorporation Act 1987 (WA). All existing incorporated associations will now need to review and update the rules of their association to ensure compliance with these new laws.

    To read more about the changes to the laws governing incorporated associations in Western Australia click here »

    Author: Elizabeth Tylich

    LINK 41 Bytes

  • 26 June 2015

    Introduction of the Australian Small Business and Family Enterprise Ombudsman

    On 3 June 2015 the Australian Government introduced the Australian Small Business and Family Enterprise Ombudsman Bill 2015 (Cth) (Bill). The Bill transforms the Australian Small Business Commissioner into the Australian Small Business and Family Enterprise Ombudsman (the Ombudsman) and outlines the functions and powers of the Ombudsman.

     





    Authors: Emma Chinnery, Elizabeth Tylich

    LINK 41 Bytes

  • 12 March 2015

    Privacy Act: Anniversary refresher

    Today is the first anniversary of the amended Australian privacy regime.  If you haven’t thought about whether the Privacy Act is relevant to your business, now is the time to do so.

    Author: Elizabeth Tylich

    LINK 40 Bytes

  • 13 February 2015

    Time to review your securities trading policy

    ASX has recently updated its guidance note regarding trading policies.  The updated guidance highlights the risks to listed entities where trading by directors and other key personnel results in speculation that the trading was motivated by insider knowledge of an impending announcement.  Market criticism and public perception of inappropriate trading can impact reputations and have business and legal repercussions irrespective of any actual breach of insider trading laws.

    Authors: Danielle Lee, Will Moncrieff

    LINK 38 Bytes

  • 20 November 2014

    Seminar Summary: The Impact of the ANZ Banking Fees Cases on Commercial Contract Clauses

    On 28 October 2014, Jackson McDonald was honoured to host a presentation on the recent ANZ banking fees cases by keynote speaker, William Edwards, who is a barrister and one of the counsel on the Paciocco v ANZ case.

    Discussion was focused on the changes to the law against penalties that came from the banking fees cases. A number of key issues were canvassed in the subsequent panel discussion, including the implications of the cases on other types of commercial contracts in the energy, mining and construction industries.

    Authors: Thomas Jacobs, Darren Pratt, Hamish Taylor

    Download PDF 287 Bytes

  • 12 November 2014

    Red Tape Reduced for Employee Incentive Schemes

    ASIC has recently expanded its regulatory relief to a wider range of employee incentive schemes.  ASIC has released two new class orders on employee incentive schemes – one for listed bodies and the other for unlisted bodies.  These class orders expand the types of financial products that can be offered under employee incentive schemes, broaden the categories of persons that can participate in a scheme and allow greater flexibility to structure schemes.

    Authors: Danielle Lee, Will Moncrieff

    LINK 59 Bytes

  • 13 October 2014

    Private M&A – common traps in terms sheets

    Terms sheets, offer letters and letters of intent are commonly used to set out the principal terms of a deal, form a basis for further negotiations and are the platform for the parties’ due diligence.  They are a fundamental part of private M&A, but come with some risks and traps, which we examine here

    Authors: Luke Paterson, Elizabeth Tylich

    LINK 39 Bytes

  • 12 August 2014

    Proxy Forms

    AGM – Making sure shareholder votes count

    The engagement of proxy advisers by institutional shareholders and the trend of smaller numbers of retail shareholders attending Annual General Meetings continue to challenge directors and boards seeking to engage shareholders.

    The AGM is the traditional forum for retail shareholders to meet with directors and management, to ask questions and to raise issues. Nowadays it is common for only a small fraction of shareholders to attend an AGM and for absent shareholders to vote by way of proxy before the meeting. Proxy voting is therefore a key mechanism by which shareholders can be engaged by directors to have a say in the future direction of the company and in the governance of the company.   Recent changes to the ASX Listing Rules seek to simplify the proxy voting process and should therefore assist companies to ensure all votes are counted at shareholder meetings.

    To ensure the validity of proxy votes, it is important for ASX listed companies to ensure that the proxy form satisfies the new requirements.

    Author: Will Moncrieff

    LINK 62 Bytes

  • 26 July 2014

    Annual report requirements for mining entities – don’t overlook the revised rules!

    The reporting regime for mining companies under the new Chapter 5 of the ASX Listing Rules and the JORC Code 2012 now includes requirements for annual reports of mining entities.

    Earlier this year, a number of companies with a financial year end of 31 December 2013 were required by ASX to issue supplementary disclosure to the annual reports.

    Listed companies with a financial year end of 30 June 2014 are now entering their annual reporting period and should ensure their annual reports address the new requirements.

    Author: Will Moncrieff

    LINK 66 Bytes

  • 3 July 2014

    Government introduces Exploration Development Incentive

    At the recent AMEC conference in Perth, the Minister for Industry, Ian Macfarlane, officially launched the Exploration Development Incentive (EDI), a policy designed to increase grass roots exploration expenditure with the goal of “discovering the mines of tomorrow.”

    The EDI is in the form of a tax credit for eligible exploration expenditure, distributable to shareholders of eligible companies involved in minerals exploration activity in Australia.

    $100 million in tax credits, equating to $350 million in eligible exploration expenditure, will be available to participating companies’ shareholders over the next 3 years. 

    Authors: Will Moncrieff, Jemal Zagami

    LINK 40 Bytes

  • 28 November 2013

    2012 JORC Code and revised Chapter 5 of the ASX Listing Rules

    The 2012 edition of the JORC Code has been in effect for close to a year but many ASX listed entities have continued to report in accordance with the 2004 JORC Code. Those entities now need to be ready to comply with the 2012 JORC Code and the amended Chapter 5 of the ASX Listing Rules, which become mandatory on 1 December 2013 for all ASX listed entities.

    Aside from the fact that non-compliance with JORC Code constitutes a breach of the ASX Listing Rules, ASIC is giving greater attention to JORC Code compliance in respect of all company announcements, expert reports, notices of meeting and disclosure documents. ASIC is generally taking the view that failure to fully comply with the technical requirements of the JORC Code will render a companyÕs announcement or report misleading and deceptive. Non-compliance risks transactional delay and regulatory action.

    The 2012 JORC Code and revised Chapter 5 of the ASX Listing Rules increase the technical disclosure requirements. Listed entities and competent persons should ensure that they fully understand the new requirements before the need to report an Exploration Result, Mineral Resource or Ore Reserve arises.

    Author: Will Moncrieff

    Download PDF 476 Bytes

  • 31 August 2012

    Preparing for your AGM - a general guide for ASX listed companies

    With the traditional annual general meeting (AGM) season fast approaching, we take this opportunity to draw your attention to some of the matters that should be addressed to help make sure everything runs according to plan.

    We also outline some of the recent amendments to the Corporations Act 2001 (Cth) (Corporations Act), which may be relevant to your future annual reporting.

    Author: Will Moncrieff

    Download PDF 548 Bytes

  • 23 August 2012

    New capital raising rules for ASX listed companies

    New ASX Listing Rules for capital raisings by small to mid cap listed companies came into effect on 1 August 2012.

    Author: Will Moncrieff

    Download PDF 558 Bytes

  • 25 May 2012

    Jackson McDonald 5th time Perth Law Firm of the Year

    Jackson McDonald consolidated its position as the leading West Australian law firm when named Perth Law Firm of the Year at the 2012 ALB Australasian Law Awards in Sydney on 24 May 2012.

    It is the fifth year out of six that Jackson McDonald has won this prestigious award.

    Authors:

    Download PDF 304 Bytes

  • 25 January 2012

    The Personal Property Securities Act 2009 (Cth)

    The Personal Property Securities Act 2009 (Cth) (“Act”) creates a single national law governing security interests and similar transactions with respect to many different
    kinds of tangible and intangible property, other than real property. The scheme under the Act commenced on 30 January 2012.

    Author: Will Moncrieff

    Download PDF 467 Bytes

  • 24 November 2011

    Property Syndicates - Do you need a licence?

    With bank finance becoming increasingly difficult to obtain, structured non-bank finance for property transactions are looking increasingly attractive to promoters of property investments. Under the Corporations Act, the promoter of a property investment company, property trust or property syndicate may need to hold an Australian Financial Services Licence (AFSL).

    Authors:

    Download PDF 243 Bytes

  • 10 January 2011

    Doing Business in Asia Pacific

    Jackson McDonald is a proud member of Globalaw and has assisted in the development of this guide.

    Authors:

    Download PDF 4 Bytes