Corporate

Corporate

The corporate group at McCabes brings a sophisticated, commercial mindset to the legal aspect of transactions. This starts with knowing our clients’ businesses and markets and understanding each client’s goals from the outset.

Our group has a wealth of transactional experience across a range of sectors, including retail, hospitality, insurance, financial services, technology, health, energy and resources, agriculture, real estate, transport and aviation, construction, education and government.

The corporate group helps clients to navigate through the increasingly complex corporate/commercial and regulatory environment in Australia. They provide project management for transactions and advise on a range of corporate and commercial issues.

We also provide advisory services to augment our transactional offering, including corporate governance, regulatory and compliance advice and general Corporations Act and ASX Listing Rules advice.

Expertise

• Mergers, acquisitions, disposals, demergers and related due diligence
• Capital raising, including IPOs and rights issues
• Private equity structuring, establishment, investment and exit transactions
• Joint ventures, shareholder arrangements, partnerships, management and operational structures
• Capital management strategies, including share buybacks and capital returns
• Corporations Act and ASX Listing Rules compliance issues, including continuous disclosure and corporate governance and director’s duties
• Corporate reconstructions, including demergers effected by scheme of arrangement, return of capital and/or dividend
• Employee incentive plans for public and private entities
• Regulatory approvals, including ASX, ASIC and FIRB
• Commercial contracts and arrangements

Mergers & Acquisitions

The Australian mergers and acquisitions (M&A) landscape is constantly changing. It is complex, can be highly regulated for public entities, and subject to market scrutiny from regulators and key stakeholders.

Our corporate group includes experienced senior practitioners recognised and respected in the marketplace for their experience, skills and expertise on complex M&A transactional work and their understanding of the Australian legal and regulatory environment.

We help clients manage their transactions from beginning to end, and work effectively with corporate regulators, including ASIC, ASX, FIRB and the Takeovers Panel.

Expertise

• Execute and defend takeover bids and other control transactions, acting on proceedings before the Takeovers Panel
• Implement agreed mergers by scheme of arrangement, takeover bid and trust scheme
• Implement shareholder approved mergers or acquisitions, including transactions approved under Item 7, section 611 and Chapter 11 of the ASX Listing Rules
• Complex share or asset acquisitions and divestitures, including cross-border transactions
• Corporate reconstructions, including demergers affected by scheme of arrangement, dividend and/or capital reduction
• Complex private equity structuring, including management and leveraged buyouts
• Obtain FIRB approvals and ASX and ASIC waivers relevant to mergers or acquisitions
• Advise investors, such as hedge funds, on takeover developments and strategies

Equity Capital Markets

Our corporate group advises a range of clients, including listed and unlisted companies and funds, financial advisers and their clients, underwriters and institutional investors across the spectrum of Australian capital markets.

Our group has highly regarded expertise and skillsets in Australian capital markets. We are focused on providing innovative and pragmatic advice to our clients on their capital raising needs.

We work closely with regulators, including ASIC, ASX and the Australian Takeovers Panel, to ensure our clients’ capital raising transactions run smoothly and are compliant with applicable Australian laws.

Expertise

• Initial public offerings
• Secondary offerings, including rights issues (including accelerated entitlement offers), private placements, share purchase plans, DRP, and the establishment of share and interest sale facilities
• Underwriting arrangements
• Capital management strategies, including buybacks and capital reductions

Venture Capital & Private Equity

McCabes’ corporate group advises clients in venture capital and private equity transactions.

We work seamlessly with other practice groups in our firm and industry regulators such as ASIC, ASX, FIRB and the Australian Takeovers Panel to meet our client’s strategic and financial needs.

Expertise

• Governing documents and establishment of private equity and other funds
• Negotiate and document a range of investment transactions and subsequent divestment transactions (LBOs, MBOs, trade sales, mergers or floats)
• Management Equity Plans
• FIRB advice and approvals
• Vendor and acquisition legal due diligence

Commercial

McCabes’ corporate group advises on a wide range of general commercial law matters.

Our group assists with all manner of commercial contracts, including contracts for agency and distribution agreements, outsourcing agreements, terms and conditions of supply, and licensing agreements. We are experienced drafters and negotiators, and also advise on interpretation (usually exploring termination rights following breach).

We understand the importance of risk management to business and implement strategies to ensure that our clients’ contracts address these risks commercially.

We have particular expertise and experience in several sectors, including technology, intellectual property, mining services and retail. McCabes also has extensive experience in acting for borrowers and lenders on a wide range of financing matters across the entire financing cycle.

Expertise

• Business structuring
• Sale and purchase of businesses
• Business succession planning
• Commercial contracts and arrangements
• Management Agreements
• Shareholders Agreements
• Advise on trading terms and conditions
• Intellectual property and technology
• Mining services
• Advise lenders and borrowers on loan and security documentation
• Personal Property Securities Act 2009 advice
• Competition law
• Franchising
• Property related transactions such as acquisition and disposal of commercial and Industrial property, options and leasing and building contracts

We provide bespoke advice and excellent solutions. Whether you have a general question, feedback or seek legal counsel, please do not hesitate to reach out.