Expertise

Corporate Advisory

The environment for corporate transactions is becoming increasingly complex. Businesses must meet both their legal obligations and the demands of shareholders and other stakeholders.

Gilbert + Tobin’s Corporate Advisory Group provides innovative solutions and project management for large-scale corporate transactions and advises on a range of related corporate issues.

The team is made up of highly respected lawyers with skills appropriate to a range of merger and acquisition, and capital markets transactions. We achieve commercial results through creative solutions and perseverance.

We provide a range of services to ensure compliance with the requirements of the Corporations Act and good corporate governance practices. Our team has advised senior management and boards on a wide range of complex business and legal issues. Regarded as one of the leading advisers to private equity funds, our team blends traditional corporate law skills with an understanding of the needs of private equity investors.

Our services

  • Corporate mergers, acquisitions and disposals, and related due diligence, tax and structuring issues.
  • Joint ventures, including devising ownership, management and operational structures to meet commercial and regulatory requirements.
  • IPOs, placements and rights issues for companies and managed funds.
  • Complex private equity structuring and consequent investment and exit transactions; including management and leveraged buy-outs.
  • Capital management strategies, including buy-backs and capital reductions.
  • Capital markets activities, including the structuring of complex capital instruments such as debenture and hybrid offerings and warrants.
  • Corporations Act and ASX Listing Rule compliance issues, including continuous disclosure, corporate governance and periodic disclosure obligations and board charter solutions for public and private companies.
  • Australian Financial Services Licence applications and compliance for licensees.
  • Company secretarial assistance to companies, including the establishment of companies, preparing minutes and resolutions for board and shareholder meetings, and undertaking statutory filings.

Our experience

Our experience includes advising:

  • Yancoal Australia Limited’s Independent Board Committee on the company’s US$2.5 billion capital raising to fund its acquisition of Coal & Allied from Rio Tinto (the largest capital raising in Australia in 2017 to date).Beach Energy Limited’s $1.585 billion acquisition of Lattice Energy Limited.
  • Pacific Equity Partners and The Carlyle Group’s $1.23 billion acquisition of iNova Pharmaceuticals from the Valeant Group.
  • Quadrant Private Equity and the minority owners of the Real Pet Food Co on the $1 billion sale of the Real Pet Food Co to a consortium of investors including New Hope, Hosen and Temasek.
  • IOOF on its acquisition of ANZ’s OnePath Pensions and Investments and aligned dealer groups businesses for $975 million.
  • TPG Consortium on the $2.75 billion acquisition by TPG and the Ontario Teachers’ Pension Plan of Fairfax.
  • Qube Consortium on the $9 billion acquisition of Asciano (the largest public M&A deal in Australia in 2016).
  • Anheuser-Busch In-Bev on the Australian aspects of its US$107 billion acquisition of SAB Miller, the largest takeover in the world in 2016.
  • TPG Consortium on the proposed $2.75 billion acquisition by TPG and the Ontario Teachers’ Pension Plan of Fairfax by scheme of arrangement.
  • Spotless on the defence of the unsolicited $1.2 billion takeover bid by Downer EDI.
  • KordaMentha (as administrators of Arrium) on the dualtrack IPO and trade sale process of Moly-Cop which resulted in the sale of Moly-Cop to American Industrial Partners for an enterprise value of US$1.23 billion.
  • SAI Global on its $1.01 billion acquisition by Casmar (Australia) Pty Ltd (a wholly owned subsidiary of the Baring Private Equity Asia Fund IV) by scheme of arrangement.
  • The NSW Government on the $2.6 billion privitisation of the State’s land titling registry.
  • Credit Suisse and Morgan Stanley as joint lead managers on WiseTech Global’s $1 billion initial public offering.
  • Viva Energy REIT on its $1.5 billion initial public offering.
  • Telstra on its $1.25 billion off-market share buy-back.
  • Five of the successfully licenced fund managers under the Commonwealth’s Innovation Investment Fund Program (Brandon BioScience Fund, Cleantech Ventures Fund, OneVentures Innovation Fund, MRCF and Southern Cross) and the only successfully licenced fund manager under the Commonwealth’s Renewable Energy Venture Capital Program (Southern Cross).
  • Ten Network Holdings, Spotless, Infigen and Graincorp on general corporate governance and secretarial advice.
Awards and Recognition
  • Best Lawyers 2019 named us Law Firm of the Year for Mergers & Acquisitions.
  • Five Corporate Advisory partners were named as Best Lawyers 2019 Lawyer of the Year: Costas Condoleon, Peter Cook, Neil Pathak, Craig Semple and John Williamson-Noble.
  • 46 partners were recognised in 20 areas of law in 2018 Chambers Asia Pacific. We are one of only three Australia law firms to be ranked Band 1 in Corporate/M&A, Equity Capital Markets and Private Equity.
  • Gilbert + Tobin's Corporate and M&A Team is ranked band 1 by Legal 500 2018.
  • Gilbert + Tobin won five awards at the 2017 Australasian Law Firm Awards including Australian Deal of the Year, M&A Deal of the Year, Equity Market Deal of the Year and International Deal of the Year.
  • Gilbert + Tobin were awarded Australian Law Firm of the Year (250-500 lawyers) and Law Firm Leader of the Year at the 2016 and 2017 Australasian Law Awards.

We want the very best in our pocket and Gilbert + Tobin are at the top of the list".

Chambers Asia-Pacific, 2017