Corporate
Corporate
The corporate group at McCabes brings a smart, commercial mindset to the legal side of corporate 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 corporate 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 and regulatory environment in Australia. They provide project management for corporate transactions and advise on a range of corporate issues.
We also provide corporate 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 for companies and managed funds
- Private equity structuring, establishment, investment and exit transactions
- Funds management, including fund establishment, governance and capital raising activities
- 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 affected by scheme or arrangement, return of capital and/or dividend
- Employee incentive plans for public and private entities
- Obtaining regulatory approvals, including ASX, ASIC and FIRB
- Australian Financial Services Licence applications and compliance for licensees
- Company secretarial services for public and private companies
- Commercial contracts and arrangements
Mergers & Acquisitions
Mergers & Acquisitions
The Australian mergers and acquisitions (M&A) landscape is constantly changing. It is complex, highly regulated, 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 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
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 is driven by senior practitioners with 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
- Conduct initial public offerings and backdoor listings
- Establish and structure listed and unlisted managed funds
- · Advise on subsequent offerings, including rights issues (such as accelerated entitlement offers), private placements, share purchase plans, DRP underwritings, and the establishment of share and interest sale facilities
- Advise on underwriting arrangements
- Advise on capital management strategies, including buybacks and capital reductions
Funds
Funds
McCabes’ corporate group provides advice to a broad range of clients on all aspects of managed funds, listed and unlisted.
Our group is led by senior practitioners that work closely with regulators such as ASIC, ASX, FIRB and the Australian Takeovers Panel. We provide innovative and pragmatic advice to our clients on listed and unlisted trusts, including property trusts.
Expertise
- Registered scheme constitutions
- Limited partnership agreements
- Trust deeds/constitutions
- Management agreements
- Custodian agreements
- Co-investment agreements
- Regulatory issues under the Corporations Act and ASX Listing Rules
- Australian Financial Services Licensing requirements
Venture Capital & Private Equity
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
- Provide governing documents and advise on the 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)
- Structure Management Equity Plans
- FIRB advice and clearances
- Undertake vendor and acquisition legal due diligence
Company Secretarial
Company Secretarial
McCabes’ corporate group provides legal and secretarial solutions for our listed and unlisted clients, some of whom may not have the benefit of dedicated internal resources.
Our experienced practitioners can assist clients in compliance and secretarial functions, freeing their time to focus on other business operations.
We can provide these services on an ad hoc basis, or offer a complete secretarial and compliance package to our clients.
We have excellent relations with key regulators, including ASIC and ASX, and all dealings are streamlined with them.
Expertise
- Establishment of companies
- Liaise with the appointed share registry
- Attend and minute board meetings
- Arrange, attend and minute shareholder meetings, including the annual general meeting
- Draft notices of meeting
- · Director’s letter of appointment and deeds of indemnity, insurance and access
- Maintain statutory registers in conjunction with the client’s appointed share registry (where applicable)
- · Attend to the issue, allotment, transference, transmission, and forfeiture of shares, certificates and registration of share capital, and instruct the share registry to perform these functions
- Organise production of the annual report
- Prepare, update and advise in respect of corporate governance statements and corporate governance policies.
- · Manage timing and lodgement with the exchange of all mandatory and periodic reports
- Advise the company and directors about continuous disclosure requirements, the ASX Listing Rules and the Corporations Act
- Manage shareholder correspondence and providing advice where required
Commercial
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