Cowell Clarke, ALFA International’s member firm in Adelaide and Sydney, Australia, provides legal services, commercial advice and support to clients in all sectors of business and industry, across Australia and internationally.
Types of corporate transactions in which our firm has particular expertise
The corporate transactions group works with our clients across the full spectrum of corporate and commercial transactions. These include Australian Securities Exchange (ASX) listed and private company takeovers, mergers and acquisitions, equity capital markets matters including ASX listings and fundraising, corporate debt financing and restructuring, corporate capital management and share structuring matters, ESG related advice and compliance, shareholder activist and general shareholder matters, Australian Takeovers Panel applications, corporate financial services, private equity and venture capital transactions, director and senior executive arrangements including remuneration and incentive matters, ASX and Australian Securities and Investment Commission (ASIC) regulatory and compliance advice including advice to companies and their directors, Foreign Investment Review Board advice, compliance and approval applications, shareholder agreements, high net worth family matters and large public and private charity matters, corporate taxation, corporate governance and general corporate transactions.
The size of our firm’s corporate transactions team
Cowell Clarke’s corporate transactions team includes 7 directors, 4 associate directors and 18 lawyers. The team works closely with several of our other directors and lawyers in a broad range of areas as may be required for a particular transaction.
Examples of transactions our firm has undertaken
M&A and equity transactions
- acted for Arcade Finance in its successful takeover of ASX listed Godfreys Limited. The takeover commenced as hostile but was finally recommended by the target directors
- acted for AIRR Holdings Ltd in the successful scheme of arrangement by which the company was acquired by Elders Ltd
- acted for ASX listed Adtrans Ltd in its takeover by AP Eagers Ltd to form one of Australia’s largest car and truck dealerships
- acted for Fusion Retail Brands on its $150m merger with Munro Footwear Group to form Australia’s largest footwear company
- acted for Duxton Water Limited on its ASX listing and its subsequent further capital raising via a rights offer, as the first and only listed pure water investment company
- represented Smoke Alarms Holdings Ltd before the Takeovers Panel in successfully defending an application in a contested share rights issue
- acted on instructions for an ALFA International US colleague firm to provide Australian corporate and tax advice in connection with a merger led by our colleague firm
- acted for large US corporation on its acquisition of 2 Australian companies including Foreign Investment Review Board advice and clearance application
- advice to corporate clients regarding Australian Foreign Investment Review Board regulations and compliance in the context of mergers and acquisitions and asset transactions and assisting clients with applications to FIRB for approvals of transactions.
- acted for an Australian company on the de-merger of its major business undertaking in the context of shareholder activism from the company’s largest minority shareholder
- acting for Australian public company in its proposed acquisition of a corporate group with operations in Australia, South American, the US and Europe
- acted for oilfield services company Condor Energy Services Ltd on a series of multi-party complex series A capitalization and re-financings of $50m
- acted for ASX listed medical company on its acquisition of a Californian medical company with specialist advanced technology
- advised the managed and hedge fund operator Regal Funds Management Pty Ltd on its acquisition of a substantial interest in an unlisted water fund manager
- acting for Australian company in relation to shareholder and director matters in connection with its major European substantial minority shareholder
Directors, shareholders, employees and governance
- advising the directors of a public company on the discharge of their duties in the context of complex commercial transactions involving long term substantial commitments
- acted for ASX listed company to establish senior executive and executive director share and option arrangements, including working with ALFA International US colleagues on corporate and tax aspects related to US based senior executive
- advising venture capital, private equity and private investors in connection with shareholder and other investment agreements, drafting documents including subscription and shareholder agreements and joint venture arrangements for a broad range of enterprises ranging from start ups to mature companies
- acted for Australian public company on the complex restructuring of its directors and senior executives share option plan and detailed capital management measures including detailed corporate transaction and tax advice necessitated by the outstanding performance of the company that had led to significant and potentially adverse taxation considerations
- Advising several boards of directors on directors duties in relation to cybersecurity security and resilience, including practical steps boards ought to be undertaking in this fast developing space
- Advising corporate clients on matters including terms of engagement of executive and non-executive directors, D&O insurance, deeds of indemnity and access, duties, obligations and rights of directors and claims by directors against their companies
Corporate structuring
- acted for Hong Kong based company on its establishment of European based manufacturing facilities and multi-jurisdictional distribution arrangements and its subsequent change of jurisdiction and introduction of new substantial shareholder
- acted for several overseas companies on their establishment of corporate and business operations in Australia, including structuring advice, registration, director and employee contracts, employee equity ownership arrangements, compliance and regulatory matters and tax structuring and compliance
- acted for major equipment supplier corporate group on entire group restructure including corporate tax advice, asset sales, corporate reformations, financing rearrangements and shareholding restructures
- acting for large Australian charity on its acquisition by merger with another charity group and consequential major corporate restructure
- advising a public company on the establishment of a low volume share market facility and making the necessary application to ASIC
- acted for Australian public company on its share buy backs including arrangements involving shares and options held by senior executives under employee share ownership schemes
ESG
- advising several public companies and major charitable organisations on a wide range of ESG matters including Modern Slavery Act policies and investigations, reporting and compliance; whistleblower policies, compliance and investigations; carbon emissions management and abatement and carbon farming projects; training, compliance and investigations; workforce and wage compliance matters
- advising on and drafting foreign corrupt practices policies and procedures, undertaking employee and contractor training, undertaking and preparing reports and recommendations on (alleged) foreign corrupt behaviour and the consequences
Disputes
- acted for the independent directors of Sino Australia Oil & Gas Ltd on serious corporate governance issues, reports to ASIC, contested claims and subsequent ASIC investigation and winding up of company
- acted for a minority shareholder in an oppressive conduct claim arising from a selective capital reduction conducted by the company and achieved successful outcome at mediation before trial
- advising company in connection with allegations made by substantial minority shareholder of negligent or improper accounting and management practices by the company’s board
- acted for a company to defend a series of allegations and court actions by a minority shareholder in relation to a management buyout transaction