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We will do our best to make the complex simple and expedite your decision-making, so you can focus on running your business.
We are a boutique commercial law firm focusing on:
- Mergers & Acquisitions
- Investments, fundraising and joint ventures
- Complex commercial contracts
- IT and intellectual property
- Corporate governance, ASX Listing Rules and Corporations Act compliance
- General commercial matters.
OUR APPROACH
We can’t promise marble floors, water views or decent coffee, but we will do our best to make the complex simple and expedite your decision-making, so you can focus on running your business.
Large law firms perform incredibly well when asked to assemble and deploy big, multi-disciplinary teams on short notice, and for many transactions they’re the only option available. If you’re making a bid for BHP then you do need one of them, the hordes of unseen associates will earn their keep and you probably know what you’re in for on the costs side. However, for mid-market transactions and everyday business needs this mega-deal structure does not scale down well, and mismatched expectations regarding staffing, processes and costs create frustration on both sides of the relationship.
If you want prompt, direct and expert attention from the lawyer you’ve trusted with your affairs, and you don’t want to fund fancy offices, on-the-job training, buffers between you and your lawyer, inter-office IT networks, catering or any of the other building blocks of a conglomerate, then we’d like to hear from you.
Our team
Previous
Jeremy Miller
Practical, outcome-focused approach
Qualifications
LLB (2001), LLM
Top-tier M&A experience
Experience
Minter Ellison (Melbourne),
Slaughter and May (London)
Sam Lawson
Pragmatic and commercial
Qualifications
B.Com, LLB (Hons) (2000)
Top-tier M&A,
ASX 200 General Counsel
Experience
Minter Ellison (Melbourne),
Slaughter and May (London),
Freehills (Melbourne)
What we do
Mergers & acquisitions
We assist people who are buying, selling or merging businesses, companies and assets.
Investments and fundraising
We assist people who are investing in businesses, companies or assets, or raising money for their own business.
Joint ventures, shareholders agreements and the like
We assist businesses and investors with joint venture arrangements, such as shareholders agreements, unitholders agreements and joint venture agreements.
Management equity and employee share/option schemes
We assist businesses that want to offer their employees some equity ownership, whether through shares, options or other instruments.
Technology
We assist IT businesses with their contracts, and businesses needing to deal with IT businesses.
Governance and directors’ duties
We provide advice on many governance and directors’ duties matters.
Other complex contracts
We can assist with most complex contracts, including distribution agreements, consultancy agreements, services agreements, master services agreements, executive employment agreements and trading terms.
Quasi-in house counsel service
We can assist with a holistic approach to managing a business’s legal affairs, including managing other legal specialists needed.
Pharmaceuticals, healthcare, food, logistics
We have particular experience in the pharmaceuticals, healthcare, food and logistics industries.
Intellectual property
We provide some assistance with intellectual property matters, mainly trade marks and copyright, but where appropriate we recommend trusted IP specialists for tasks they can do better or cheaper.
The things we don’t do
Real estate, litigation and some intellectual property and employment matters: we can recommend trusted specialists; wills and estates; family law; criminal law.
Recent matters
Mergers & acquisitions, investments and fundraising, joint ventures
- Merger of Get Wines Direct with Boozebud (Media)
- Sale of Hygain Feeds to Adamantem Capital (Media)
- Acquisition of Medical Industries Australia for Sigma Healthcare Limited
- Sale of Nuvo Group to Spotless
- Sale of Camperdown Dairy Company for Aussie Farmers Direct (Announcement)
- Sale of M4 Healthcare to LifeHealthCare (Announcement)
- Acquisition of several town planning businesses for Beveridge Williams & Co
- Shareholders agreement and joint venture arrangements for the investors in Carl’s Jr. Australia
- Shareholders agreement and joint venture arrangements for the new Adeney Private Hospital (on the site of the old Cotham Private Hospital) (Announcement)
- Seed funding rounds for shippit.com, Carbar, BrilliantFit and others (including shareholders agreements and subscription agreements)
- Repeated rounds of private equity investment for Aussie Farmers Direct (including shareholders agreements and subscription agreements)
- Acquisition of Isowhey and Wheyless brands and of the Celebrity Slim, Earth Spa and Li’Tiya brands
Management equity and employee share/option schemes
Schemes in the IT, food retailing, marketing, online commerce, disability services and other industries
Information Technology
- Procurement of new HR information system for Sigma Healthcare Limited
- Service arrangements with Schweppes Australia, Linfox and MFB for Forefront Analytics
- Logistics software agreement with Harvey Norman for shippit.com
- Procurement of new POS/BOS system for Amcal, Guardian and related pharmacy groups
- Various contracts for the PharmX and PharmXchange pharmaceuticals ordering service of Corum Health
Other complex contracts
- Replacement of Amcal+ franchise agreement for Sigma Healthcare Limited
- Amendment of master franchise arrangements between Carl’s Jr Australia and the global franchisor
- Distribution arrangements in the food, pharmaceuticals and other sectors
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