Expertise

Our M&A team is led by a cohesive team of highly experienced, dependable and driven Directors. Each Director has significant experience across a wide range of private M&A transactions of varying size and complexity. Our lawyers are consistently recognised by their peers as leading M&A lawyers in the South Australian market.

We act for clients on their strategic, complex and valuable transactions on both buy side and sell side. We are skilled, accessible and responsive, and are valued by our clients for our practical, hands-on and cost-effective approach.

We act as a sounding board for our clients throughout the entire sale process, and work collaboratively with other professional advisers to facilitate effective and efficient outcomes.

We advise on:

• Mergers, acquisitions and divestments of shares and assets
• Corporate structuring, restructuring and reorganisations
• Trade sales, management and shareholder buy outs and competitive processes
• All transaction documents including sale agreements, shareholders’ agreements, property arrangements and assignment documents
• Legal due diligence
• Acquisition financing
• Regulatory approvals and advice, including FIRB, ASIC and ASX
• W&I insurance

We advise on one-off M&A transactions, including the merger of University of Adelaide with University of South Australia to create Adelaide University, and we also advise clients who engage in regular M&A activity, including:  

• Elders Limited including on its $190M divestment of the Killara Feedlot
• Kolsen Group on various bolt on acquisitions
• RAA Limited including its acquisition of a commercial solar energy business
• Tasmea Limited including on its $254M acquisition of the Maxim Group

Head of M&A: Kerry Morrow

Other Senior Contacts: Jessica Teoh, Kieren Shattock, Peter Kupniewski and Joanna Burrow

We provide corporate advisory and corporate governance advice to listed and private companies, institutions and not-for-profit organisations.

We work with boards, management and legal teams providing pragmatic, well-articulated and tailored advice.

Our lawyers are consistently recognised by their peers as leading corporate lawyers in the South Australian market.

We advise on:

• Constitutions and shareholders’ agreements
• Capital raisings via all forms of equity, SAFEs and Convertible Notes, including seed rounds, placements, rights issues and major rounds
• Corporations Act and ASX Listing Rules
• Internal capital management initiatives, such as buy-backs and capital reductions
• Directors’ duties and liabilities, including conflicts and deeds of indemnity
• Governance policies, charters and manuals
• Director and shareholder meetings documentation and procedures
• ASX Corporate Governance Principles and Recommendations
• Training and compliance programs for directors and officers

Head of Corporate: Kerry Morrow

Other Senior Contacts: Jessica Teoh, Kieren Shattock, Peter Kupniewski and Joanna Burrow

Our lawyers combine technical legal understanding and commercial acumen to assist clients to pragmatically address ‘front-end’ risks in commercial construction projects from inception, through procurement and delivery, to completion. Our lawyers are recognised by their peers as leading Construction / Infrastructure lawyers in the South Australian market.

We advise across the full range of contracting models, including Early Contractor Involvement, Managing Contractor, Construction Management, Design and Construct and EPC (Engineering, Procurement and Construction).

Our clients include government, principals, developers, contractors, sub-contractors and project consultants.

We develop a deep understanding of our client’s project needs and risk appetite and  work collaboratively with clients, counterparties and other stakeholders to allocate risk appropriately and deliver practical, best for project outcomes in a timely manner.

Our expertise includes:

• Advising on project structure, delivery models and pricing models
• Procurement support, including tender preparation and advice, and consultant engagements
• Bid support, including contract reviews, risk assessments, contract departures and contract negotiation
• Preparing, reviewing and negotiating contracts, including head contracts, subcontracts, operations and maintenance agreements, supply contracts and consultant engagements
• Advising on risk management, interface management and contract administration
• Regulatory compliance
• Project funding
• Drafting joint venture, alliance and management agreements

Head of Construction: Kate Lyttle

Other Senior Contacts: Philip Laity, Ben Hughes, Peter Kupniewski and Daniel Harris

We have many years of experience advising on innovative and significant projects. Our firm and lawyers are consistently recognised by their peers as leading projects and infrastructure lawyers in South Australia.

We advise both government and the private sector in relation to the delivery of capital projects across many industries, including defence, electricity, energy and renewables, education, water, rail, ports, mining, civil infrastructure and urban renewal.

We understand the need to:

• manage and allocate project risks and structure projects and key contracts to facilitate external funding; and
• ensure that projects are delivered to meet strategic objectives, on budget and on time.

Our work includes advising on:

• Transaction and project due diligence
• Project structure, delivery models and pricing models (including alliance, ITC, PPPs and related delivery methods)
• Procurement support, including tender preparation/review and advice
• Preparation and negotiation of project contracts
• Privatisations
• Outsourcing
• Project funding (debt and equity raising) and intercreditor arrangements
• Joint ventures and development agreements
• Technology procurement and systems transformation, integration and implementation projects
• Regulatory compliance

Head of Projects and Infrastructure: Ben Hughes

Other Senior Contacts: Philip Laity, Kate Lyttle, Anita Caruso, Peter Kupniewski and Daniel Harris

Our team has extensive experience across a broad range of day-to-day, complex and bespoke property, development and conveyancing matters in South Australia.  Our firm and lawyers are consistently recognised by their peers as leading Real Property, Project Finance and Development and Leasing lawyers in the South Australian market. 

Our team combines the technical skill required to deal with the intricacies of property and conveyancing matters combined with a commercial and pragmatic approach to assist our clients to progress transactions effectively and to meet strict deadlines and priorities. 

We advise on all aspects of developments. From due diligence, access arrangements and structuring to put and call options, development agreements and funding arrangements, we provide all encompassing advice on development across mixed-use, commercial, industrial, retail and residential sectors. 

We also have significant experience advising on social and affordable housing, retirement villages, land lease communities, build-to-rent developments and student accommodation.

Many community housing providers, government entities, private investors, not-for-profits, universities and developers trust us with their most complex, innovative and strategic property and development matters.

Our work includes:

• Freehold and leasehold acquisitions and disposals, including due diligence and disclosure
• Leasing, licensing and access arrangements
• Easements, encumbrances and caveats
• Subdivisions and community title and strata schemes
• Advising on stamp duty and land tax
• Financing, including Federal and State Government grant funding arrangements and related intercreditor and priority arrangements
• Structuring arrangements
• Property enforcement and distressed asset sales by mortgagees in possession, receivers or liquidators

We also regularly act as local agents for national and international law firms without a South Australian presence in relation to the South Australian law aspects of property and conveyancing matters.

Head of Property and Development: Anita Caruso

Other Senior Contacts: Philip Laity, Kate Lyttle, Ben Hughes and Jessica Teoh

We have advised a variety of agribusiness entities across many sub-sectors, including wine, livestock, olive groves and almonds.

We advise on:

• Agribusiness mergers, acquisitions and divestments
• Distribution and supply terms and conditions
• Property transactions
• Regulatory matters and liaising with regulatory authorities

Key Contacts: Kerry Morrow, Anita Caruso, Peter Kupniewski and Jessica Teoh

We assist borrowers, sponsors and financial institutions with a broad range of complex, sensitive and significant financing transactions.

We advise on:

• Syndicated, club and bilateral lending
• Corporate finance
• Limited recourse project finance and reserve based lending
• Property and construction finance
• Asset finance
• Related intercreditor and priority arrangements with financiers

We also regularly act as agents for national and international law firms without a South Australian presence in relation to the South Australian law aspects of major financing transactions.

Key Contacts: Philip Laity, Jessica Teoh and Daniel Harris

We advise several key stakeholders in relation to a number of Australia’s largest and most complex defence projects being delivered at Osborne in South Australia. 

Defence is a key industry within South Australia, with major defence companies headquartered or with significant operations in South Australia and numerous South Australian enterprises providing goods and services to the industry.

Our lawyers have developed a deep understanding of the requirements of our clients and their relationships with other participants in the defence industry, through advising clients in both the private and government sectors and by spending time on secondment or in-house with them.

Key Contacts: Philip Laity, Kate Lyttle, Ben Hughes and Daniel Harris

Our lawyers have many years of experience advising clients on both major projects and transactions and operational matters across the energy, oil and gas, mining, utilities and renewables sectors. We advise on all aspects of energy, resources and renewables projects, including finance, acquisitions and disposals, project development and delivery, construction, procurement, sales and marketing, joint ventures, regulation and operations.

Our team’s mix of corporate, commercial, project and regulatory experience enables us to advise on the entire lifecycle of these projects.

Our work includes advising on:

• Oil and gas infrastructure arrangements, farm-ins and farm-outs, gas sales and transportation agreements, joint ventures and strategic alliances and regulatory requirements for oil and gas entities
• Wind farms, solar and battery projects, renewable energy schemes, major contracting arrangements and regulatory requirements within the renewable energy sector
• Water, electricity and other utility infrastructure projects, major contracting arrangements and regulatory requirements for utilities entities
• Project financing, M&A and material contracting arrangements within the resources sector
• Land access, native title and Aboriginal cultural heritage

Key Contacts: Ben Hughes, Peter Kupniewski, Kate Lyttle and Jessica Teoh

We have decades of experience advising private clients and State Government agencies on government projects in South Australia.

Our work includes advising on:

• Major property and infrastructure projects, including PPPs and alliances
• Grant funding arrangements
• Legislative amendments and policy
• Contracts with government

We have exceptional working relationships with the South Australian Crown Solicitors’ Office and its lawyers and also strong working relationships with other South Australian Government agencies. We have a clear understanding of South Australian Government requirements, policies, procedures and processes.

Key Contacts: Philip Laity, Kate Lyttle, Ben Hughes, Anita Caruso, Peter Kupniewski and Daniel Harris

We have extensive experience advising a wide variety of health and biotech organisations, and those interacting with such organisations, including hospitals, specialist medical providers, start-up through to mature biotech companies, universities and government.

We advise on:

• Research and collaboration arrangements, including development agreements, participation in CRCs, clinical trial agreements and MTAs
• Capital raisings, including seed rounds, placements, and rights issues and major rounds
• Exploitation of IP, including in-licensing and out-licensing and acquisition and disposal of IP assets
• Structuring and control arrangements, including via shareholders’ agreements 
• Corporate governance and corporate advisory matters
• M&A, including strategic partnerships and joint ventures

Key Contacts: Kerry Morrow, Jessica Teoh, Kieren Shattock and Peter Kupniewski

We assist universities and their controlled entities to manage the broad spectrum of matters – academic, research and commercial – that universities encounter. We understand the business of universities, including the challenges that universities face, and can provide industry specific legal advice.

We advise on:

• Property and major projects, including funding and financing arrangements, and preparation, negotiation and administration of all project documents
• Collaborations, joint ventures and partnerships including involving multiple universities and other educational institutions
• Strategic, legal, corporate and commercial aspects of commercialisations
• Corporate governance issues encountered by university councils (and committees) and by boards of university controlled entities

Key Contacts: Philip Laity, Kerry Morrow, Kate Lyttle, Anita Caruso, Jessica Teoh and Kieren Shattock

Our lawyers understand the challenges faced by innovation entities and we provide industry targeted legal advice. We assist entities from start-up through to spin-out, commercialisation and ASX listing.

We assist private and listed entities, and the university sector, with a broad range of intellectual property.

We advise on:

• Commercialisation, including acquisition, management and disposal of equity investments
• Management, protection and exploitation of IP, including licensing, acquisition and disposal
• Sales and purchases of companies, businesses and specific assets
• Research and collaboration arrangements, including participation in CRCs
• Capital raisings
• Corporate governance and corporate advisory matters
• Privacy and data protection

Key Contacts: Kerry Morrow, Kieren Shattock, Ben Hughes and Peter Kupniewski

We assist private and listed entities, and the university sector, with a broad range of technology matters.

We advise on:

• Software development, licence, maintenance and support agreements, including software-as-a-service (SaaS) agreements, EULAs and terms and conditions for apps and escrow agreements
• Terms for hardware supply and systems integration, business separation and IT transformation projects
• Strategic and complex IT procurement and outsourcing, projects and other IT services agreements
• All aspects of acquisition and divestment of IT assets

Key Contacts: Ben Hughes, Peter Kupniewski, Jessica Teoh and Daniel Harris