Annual Report 2015 -...

–Annual Report

2015–

About us

Message from the Chairman

Partnership board

Reflections from the Chief Executive

Executive leadership team

Performance at a glance

Collaborating with clients

Market insights

Innovation & client-centric technology

Investing in the future

People at a glance

Empowering our people

'Our people said...'

In the community

Client case studies

Annual Report 2015

Collaborate

Innovate

Inspire

Angela Skandarajah (Real Estate Environment & Planning business unit leader and Managing Partner, Melbourne) and David Chin (Senior Associate)

at Federation Square in Melbourne - one of our key projects in 2015.

–

–MinterEllison partners with

clients to provide integrated, innovative solutions.

Our teams collaborate across Australia, Asia and the UK to

deliver exceptional service and inspire new insights.

–

–

Adelaide Auckland

Beijing Brisbane Canberra Darwin

Gold Coast Hong Kong

London Melbourne

Perth Shanghai Sydney

Ulaanbaatar Wellington

–At MinterEllison our aspiration is to be our clients’ best partner. Our large, diverse client base includes public and private companies, leading multinationals operating in the region, global financial institutions, and government and state-owned entities.

We think beyond the law and apply a commercial approach and creative thinking to some of the region’s most high-profile transactions, projects and disputes. We draw on the extensive capability of our own office network and relationships with other leading firms around the world to deliver seamless service to our clients wherever they need us.

new technologies, added risk, and strong competition from innovative products and services.

Just as they are changing their businesses to meet the challenges and grasp the opportunities, we too are transforming our business so that we can continue to deliver market-leading, advice and assistance that is aligned with the changing needs of clients and global markets.

We have successfully implemented the first year of our 2020 Strategy to transform MinterEllison, driving stronger client relationships and growth with a shared focus on collaboration and innovation.

We are strategically refocusing our services, developing new capabilities, and making key investments in senior people, technology and client services, all of which help lay the foundation for sustained profitable growth.

More work needs to be done, but we are very well placed to build on the successes of FY15 to increase value for all our stakeholders and drive even better outcomes for our clients.

The Board also embraced the need for generational change, to ensure

Welcome to MinterEllison’s FY15 Annual Report – a review of our firm’s strong performance over the past year and a showcase of who we are, our key achievements and our commitment to our client relationships and community partnerships.

In our 2014 Report, I touched on MinterEllison’s determination to excel, in understanding our clients and their business environment; in investing in our people; and in staying ahead of market expectations.

In FY15 we continued this journey with a very clear focus on that vision and those priorities. On the timeline of a firm that is 188 years old, the past 12 months are a mere blip. Nonetheless they have been significant in many ways and in years to come FY15 may be seen as a watershed year for our firm.

As I talk to clients and other business leaders, I constantly hear about the challenges and opportunities that 'disruption' is presenting. Regardless of where they are based in Australia, Asia, the UK or North America, they are all confronting rapidly-changing regulatory environments and market dynamics, alternative business models,

our partnership remains strong and energised to respond quickly to market developments. In FY15 we admitted 12 new partners and the firm announced 100 other senior hires and promotions, a 60% increase over the previous year and an important step in the alignment of our business with client needs.

Our commitment to, and the impact we have in, the communities where we live and work, remains central to MinterEllison’s core values. From across every corner of our firm, people were actively involved in, or contributed to, pro bono legal work, staff volunteering, in-kind assistance, and a matched workplace giving program.

For me personally, it is a privilege to be MinterEllison’s Chairman and represent the more than 1600 people in our offices throughout Australia, in Asia and in the UK. Every day I see our people doing extraordinary things and ensuring the work they do inspires confidence and empowers change, committed not just to their clients, but also to their colleagues and their communities. It is a culture that I am very proud of.

Bruce Cowley Chairman–

Message from the Chairman4

Partnership board

Left to right: Ross Freeman, Michael Brennan, Tony Harrington AM, Amanda Watt, David O'Brien, Bruce Cowley, Mark Carkeet, Virginia Briggs, John Prevost, Daniel Marks−

5

–'We have successfully

implemented the first year of our 2020 Strategy to

transform MinterEllison, driving stronger client

relationships and growth with a shared focus

on collaboration and innovation.'

Bruce Cowley Chairman

–

–

'The opportunity for growth is real and

exciting. Beyond the economic headwinds,

we see potential in a number of market

segments.' –

Reflections from the Chief Executive6

Tony Harrington Chief Executive

–

Client focus

'It’s not about us, it’s about the client'The Australian

Growth

'People look at the market and say "you’ve got to shrink", but we see opportunities'BOSS Magazine

People and collaboration

'We need to operate a business model that supports talented people into the partnership as quickly as possible'Lawyers Weekly

New ideas and innovation

'[A] fundamental piece... is to redefine how what we do gets done in a way that’s client focused'AFR

What does it mean to be your clients’ best partner?It’s about a mutuality of interest. I firmly believe that value creation for clients and a high performance culture make a successful, high performing business. We look at all our business decisions and actions through the lens of our clients’ needs. We are also looking to do things differently, to be agile, innovative, insightful and bold about our choices and our advice, because that’s what you need to forge highly valued client relationships.

What’s your perspective on the opportunity for growth at MinterEllison?The opportunity for growth is real and exciting. Beyond the economic headwinds, we see growth potential in a number of market segments. Clients are looking for new solutions, there are opportunities to broaden our suite of services, and to extend our practices in key specialty areas. For example, among our recent acquisitions, was our new tax disputes team. There’s much more to be done and we have the benefit of a solid FY15 performance, with revenue at A$428m, from A$418m the previous year.

What’s the thinking behind promoting people younger and faster?We’ve had record levels of promotions and new hires in the last 12 months. We believe in empowering talent and unlocking potential early in people’s careers because it’s an essential step towards a more innovative enterprise that collaborates with clients with fresh insights and new solutions. I’m immensely proud of our people’s individual and collective achievements over the past year. It’s why I love coming to work here each day.

What does innovation and branching out beyond law mean for MinterEllison?There are several aspects to our strong commitment to innovation and we’re ramping up our activities on a number of fronts. We’re embracing technology to add efficiency and reduce complexity for clients, with strong market demand for our technology-based products over the past year. It’s about culture – thinking beyond the law, looking over the horizon, and being focused on commercial outcomes. We’re also looking closely at developing our service offering along the enterprise risk spectrum.

Costas Condoleon _Deals Chair Costas has oversight of

integrated client solutions for major M&A and corporate transactions.

Andrew Cunningham _Networks & Innovation

Leader Andrew leads the firm’s

investment in new client and people solutions, and collaboration with external networks.

Mark Green _Markets Leader Mark leads the firm’s

market strategy and client programs.

Tony Harrington _Chief Executive Tony chairs the Executive

Leadership Team, with ultimate oversight of client and business operations.

Pamela Jack _Projects Chair Pam has oversight of

integrated client solutions for infrastructure and capital projects.

Bill Thompson _Regional Markets Leader Bill is responsible for

regional market strategy and regional client focus.

Janet Young _Chief Operating Officer Janet leads the integrated

business service functions of the business

Executive leadership team7

8

Client feedback from Chambers Asia Pacific 2015

A$30bn A$34bn

25 5,8532,785

195 123

Market value of M&A transactions we advised

on in FY15

Market value of infrastructure projects we

advised on in FY15

Ranked practice areas in Chambers Asia Pacific

Breadth of capability

Total delegates at our annual CPD Week program

Clients hosted at seminars and briefings

Lawyers listed in Best Lawyers 2015

Lawyers seconded to clients

in FY15

70%

Proportion of ASX50 companies

we act for

Revenue By industry segmentBy work profile

Consumer, Manufacturing and Technology

28%

Advi

sory

17%

Tran

sact

ions

27%

Dis

pute

s

29%

Proj

ects

27% 27%

23%

14%

Financial Services

8%Real Estate, Environment and Planning

Energy and Resources

Government, Projects and Infrastructure

$416m

2012/13 2013/14 2014/15

$418m

$428m

Performance at a glance

Elite Firm, Australia

Global Competition Review

Innovative Use of Technology Award

Financial Times Innovation Awards

Insurance Law Firm of the Year

AB+F Insurance Awards

Recommended Firm, Australia

International Tax Review Global Tax Directory

'There’s good and then there’s excellent: MinterEllison looks at what the client really wants and delivers value.'

'They have deep understanding of the business and industry regulatory framework, as well as attention to detail and the ability to work seamlessly as a team across a variety of disciplines.'

'They know what we need and go quietly through the process; everyone at MinterEllison does that brilliantly.'

–Our principles.

Collaborate

Innovate

Inspire

–

Charles Cheung (Associate) and Inez Wong (Trainee Solicitor) –

Jul14 Aug Sep Oct NovDuring the year we collaborated with clients to resolve complex legal issues and major disputes, grasp business opportunities and create value. Our deep understanding of how business is conducted in our region, local language skills, and proven track record for delivering outstanding work means that clients were able to access local experience and expertise that was informed by an international perspective. Some of our headline work appears in this timeline.

Collaborating with clients10

Privatisation of ACTTAB

Federal Court win for generic pharmaceutical companies in Crestor case Read more

Southern Quarries Group acquisition by Adelaide Brighton

Blackthorn Resources merger with Intrepid Mines Limited

Appointed lead adviser to Government of Victoria on Port of Melbourne long-term lease

Infratil A 646m sale of Australian businesses to Snowy Hydro Limited

Acquisition finance for Melbourne SkyBus purchase

Select Harvests strategic property acquisitions and capital raising

Alsons Group A$360m acquisition of Indophil Resources

Responses to historic adjudication applications for Wiggins Island Coal Export Terminal

Boart Longyear US$350m restructure and recapitalisation Read more

AMP A$700m strategic retail transactions: Bundaberg/Sugarland, Stockland Townsville and Mt Ommaney

Major Projects Victoria A$1bn+ E-Gate project EOI

Major Projects Victoria A$680m Federation Square Phase 1

IGas Energy £117.1m acquisition of Dart Energy Limited by scheme of arrangement Read more

Primo Smallgoods A 1.45bn sale to Brazil’s JBS S.A.

Wuxi Sunlit HK$247m H-share listing and IPO

ACT Government A 1bn buyback of asbestos-contaminated properties

APN Outdoor Group A$425m ASX listing

Wai Chi Holdings HK$185m IPO

Acquisition of Setanta Sport Australia Pty Ltd by Al Jazeera Media Network subsidiary beIN Media Group

Frasers Hospitality Trust A$400m IPO

Trustpower acquisition of Green State Power renewable energy assets in NSW

Zhuguang Holdings US$350m notes issue

Indigenous Business Australia governance and accountability framework implementation

Jan15Dec Feb


Pacific Enterprises innovation patent infringement decision – an Australian first

Infratil/NZ Superannuation Fund A 640.2m acquisition of RetireAustralia Forest Coach Lines MBO and Infinite Aged Care acquisitions for Next Capital Fund III

Optus and NBN Co A 800m strategic agreement on HFC network

Landmark A 1.2bn dispute: Queensland Health payroll system implementation

Opening of Australian-managed Ebola treatment facility in Sierra Leone

Tooltechnic Systems –first successful resale price maintenance application in Australia Read more

Successful resolution of long-running dispute for PT Thiess Contractors Indonesia

Feishang Anthracite Resources HK 162m share placement

China Eastern Airlines and CAE Oxford Aviation Academy joint venture

Boasteel A$1.4bn joint takeover of Aquila Resources and associated fundraisingRead more

KuangChi Science Limited HK$544m cornerstone investment in Martin Jetpack

Important ruling on shareholder rights re: Molopo Energy

A 1bn facility to AMP Capital to fund acquisition of Royal North Shore Hospital PPP

Guangzhou Baiyunshan Pharmaceutical RMB10bn fundraising Read more

Yuexiu Transport Infrastructure Limited RMB1.9bn investment in Suiyuenan Expressway in Hubei Province, China

Hopson Development Holdings RMB440m acquisition of Chinese hot springs resort in Tianjin

Financial close for A$750m Northern Beaches Hospital PPP Read more

MarKincora Copper successful resolution of Mongolian licences dispute

Billabong International shareholder class action

Serco sale of luxury train operator Great Southern Rail to Allegro Funds

TPG Telecom A 1.6bn merger with iiNet

Macquarie Radio Network and Fairfax Media A$200m 'merger of equals'

Fonterra successfully defends right to roll out drugs and alcohol policy

April May JuneCalPERS/QIC A$1bn Asia Pacific infrastructure investment partnership

Frasers Hospitality Trust acquisition of Sofitel Sydney Wentworth

Strategic tax advice re: A$2bn Crown Castle sale of Australian subsidiary

Royal Commission into Trade Union Governance and Corruption

Archer Capital A$220m acquisition of Dun & Bradstreet Australasian business

COMO Hotel & Resorts group first foray into Australian market with Old Treasury boutique hotel in Perth

Strategic tax advice re: Federation Centres and Novion Property Group A$6bn merger

Landmark community agreement on Oyu Tolgoi mine, Mongolia Read more

Singtel ASX de-listing

Cromwell Property Group €145m acquisition of Valad Europe

Infrastructure Capital Group investment in Hallett 4 wind farm

Decision in Rio Tinto Kestrel Coal unfair dismissal claims clarifies the lawRead more

RMS A 400m contract for road upgrades to support new Northern Beaches Hospital

Uranium Resources and Anatolia Energy merger

Iron Mountain A 3.4bn merger and take private of Recall Holdings

Leighton Contractors, John Holland and Samsung C&T JV wins bid to design and construct WestConnex Stage 1B

UrbanGrowth NSW successful defence in complex Supreme Court proceedingsRead more

Vocus Communications and Amcom A$1.2bn merger Read more

Test case for Blue Care and Wesley Mission: industrial classification of unregulated care staff in residential aged care facilities


Market insights13

or more in gross turnover. And while there are challenges associated with the new Free Trade Agreements (FTAs), there are also opportunities our clients can embrace to stay ahead in their fields. All these have been key focus areas of our client work in FY15.

Shaping future directionsAdvocacy to help steer future regulation along the most efficient and effective road was also an important aspect of our work with clients in the past year. We contributed to reviews undertaken by both government and regulatory bodies, including the Harper Review into Competition Policy, the Financial System Inquiry, ASIC proposals on consumer risk, changes to the Fair Work Act and tax transparency changes. Common themes emerged – a strong movement towards greater disclosure, closer scrutiny by regulators and greater focus on consumers – with the roadmap for new regulation becoming clearer.

Foreign investmentThe ripple effect of Australia’s path to regulatory reform is being felt across all sectors, inside and outside of Australia’s borders, as companies operate globally or across jurisdictions. In tax, for example, we saw that Australia’s transparency laws are being developed in collaboration with overseas regulators. It also became increasingly clear that the FIRB regime, FTAs and our industrial relations framework are shaping perceptions of Australia as a preferred destination for foreign investment. Against this background, we worked with domestic and foreign clients to help them understand the regulatory regime in order to minimise risk, maximise the value of their current investments in Australia, and identify potential new areas for investment in this country.

Looking back at our work in FY15, several key trends stand out as shaping the legal and risk landscape for our clients. We look at these trends through two broad lenses: • regulatory risk and legislative change• investment and funding

trends in key industry sectors

Running ahead in the race to regulatory reform

Incoming legislationWith the starting dates looming for regulatory changes that will affect businesses across all industries, our focus was on helping clients to prepare for the complexities of operating in these new environments. For example, the new Foreign Investment Review Board (FIRB) regime comes into effect on 1 December 2015, with clients facing increased cost and complexity. The Commissioner of Taxation is due to release information that will impact corporate taxpayers with A$100m

The race to regulatory reform New legislation and regulations bubbled along at various stages of development. Smart businesses focused on being prepared for the inevitable changes coming their way.

Changes to the complying investment

framework for the Signi�cant

Investor Visa, and the introduction of the Premium

Investor Visa were designed to encourage

investment into innovative

Australian ideas. SIV will unlock

capital for private equity.

Businesses looked to improve

their processes to ensure they adhere to new sanctions laws.

Businesses considered how FTAs might accelerate the internationalisation

of domestic manufacturing –some will have opportunities to produce goods

o�shore but may face challenges because of

overseas standards. Services businesses see opportunities

including international partnerships.

FTA will enhance the

�ow of capital from China

with less regulatory

complexity.

TRADEFree trade agreements in the spotlight.

Agreements signed with China and Japan.

Modernised FATA will re�ect all FTAs and

have tighter restrictions on

agribusiness and stronger

enforcement and civil penalties.

Interest in tax legislation such as

lower GST threshold for imported goods.

ACCC applied greater scrutiny on mergers

involving foreign investors.

Orange Light mergers in the spotlight and taking longer

to clear.

ASIC proposals to a�ect product design

and distribution could have dramatic impact on product

development in the retail market.

Proposal for ASIC to have product

banning power, where even simple

products would need to be reviewed

– still in development phase.

Tax transparency and how it assists in reinforcing system integrity is the

dominant theme. Push towards voluntary disclosure to manage

mandatory reporting and additional information requests.

Intergovernmental Agreement with

the USA: FATCA

reporting obligations

replaced with like reporting and

due diligence obligations to the ATO – on

30 September 2015.

OECD action items on its Base Erosion and Pro�t Shifting

Action Plan, highlighted further work required on:

• tax challenges of the digital economy• preventing treaty abuse• strengthening controlled foreign company rules.

Banks continued to grapple with changes in prudential regulations concerning capital requirements (BaseI III & IV).

Banks closely watching disintermediation in

credit markets.

FOREIGN INVESTMENT

Businesses and investors anticipated

additional opportunities but also

weighed up the complexity of

investing in Australia.

Draft report of Productivity Commission

Review of Australia’s Workplace Relations

Framework said system is 'not dysfunctional'

but in need of repair.

Recommendations also being

considered to achieve a fairer

balance between employers and employees in

enterprise bargaining.

Draft recommendations re�ect concerns about Fair Work Commission

process for award determination, changes

to penalty rates and modest changes to the

unfair dismissal and adverse action.

WORKPLACE & EMPLOYMENT

New FIRB regime 1 December 2015

Preparing for change:

• increased penalties • implications for trade, including more cost and complexity• implications for foreign investment: mergers that were once run of the mill will be subject to closer inspection.

COMPETITION POLICY OVERHAUL

Focus on the Harper Review, but outcomes are yet to be determined.

Merger clearance and foreign investment were hot topics.

TAX REFORM

FINANCIALSERVICES REFORM

FS Inquiry delivered �nal report, but recommendations yet to be implemented. Potential for reform of key elements of the regulatory structure and speci�c sectors, including resourcing and monitoring of

regulators, retirement incomes policy, capital requirements for banks and payments and data regulation. Meanwhile, ASIC has been

concentrating on consumer risk, leading to additional responsibilities and

duties for businesses.

Market insights14

pension and sovereign funds. Our ageing baby boomers spearheaded unprecedented growth and consolidation in retirement villages and other aged care living options.Across the sector, from economic infrastructure, to municipal facilities and social infrastructure, our cross-disciplinary teams worked with clients, with strong demand for specialists in areas such as real estate, planning, environment, construction, tax, finance, competition and regulatory, insurance and dispute resolution.

Innovation and technology opening new doorsBusinesses have been facing a myriad of exciting opportunities presented by new technological solutions. In FY15 we saw particular interest from the financial services industry in customised fintech, the medical and health sector in e-medicine and online medical records, and every major organisation in adopting cloud solutions. With more and more information available and accessible online, cyber security became a major issue for companies and an important governance concern

for boards and management. We worked with clients across industry sectors on local and international privacy and data protection issues; compliance tools and policies; trans-border data flows; and minimising the risks associated with security breaches.

Investment opportunities from overseas Falling commodity prices affected the energy and resources industry, bringing a focus on capital discipline, cost cutting and operating efficiencies. We saw foreign investors take advantage of companies disposing of assets to shore up their balance sheets. The lower Australian dollar also spurred M&A activity. These factors, combined with regulatory changes, kept foreign investment firmly on the radar for many. We worked with foreign investors in assets across industry sectors – from agribusiness, mining, and health services, to infrastructure, real estate and technology, for example – indicating the enormous opportunities Australia has to offer.

Rolling with − and embracing − the changing economic climate

The impacts of our ageing population, the weakening Australian dollar, rapidly progressive and disruptive technology, new sources of funding and falling commodity prices were felt by businesses large and small, and across industries and sectors. Our work with clients in FY15 was characterised by twin imperatives – meeting those changes creeping quietly around the corner while concurrently bracing them to meet the changes hurtling towards them.

Commitment to infrastructure developmentInfrastructure remained at the fore in FY15, with the federal government and several of the states making significant commitments. There was additional investment in real estate, with a focus on urban development and renewal in capital cities and regional centres. The weaker Australian dollar made Australian assets very attractive to international investors, particularly

EnErgy & rEsourcEs

hEalth &

agEing

financial sErvicEs

rEal EstatE

tEchMEDia tElco

infrastructurE

2014-15 commonwealth budget committed a$50bn to australia wide infrastructure.

continued appetite from domestic and international investors, particularly from pension and sovereign funds, buoyed by devaluation of the $a.

financiers on major projects include australian, Japanese, European and chinese banks.

new financing models e.g. federal government concessional loan to facilitate delivery of nsW West connex project.

Pressure on project delivery leading to rise in contract disputes.

Continued challenges from low commodity pricing with strong focus on capital discipline, cost cutting and efficiency.

Increase in size and number of deals - acquirers taking advantage of companies under stress disposing of 'non-core' assets to shore up their balance sheets.

Queensland's new Wiggins Island coal port and all three coal seam gas LNG plants commence operations amidst falling coal and oil prices (and consequently lower oil price linked LNG prices).

Rise in E&R project/construction disputes and financially distressed companies.

Consolidation in telco sector with significant M&A activity.

Cyber concerns span a range of issues including system protection, liability under the privacy act, reputation, customer data, onshore or offshore options, liability, business interruption and fraud.

significant increased scrutiny of the sector - leading to heightened supervisory activity by asic.

industry comes to terms with fofa reforms, asic still determining how they will be enforced.

growing interest from major financial organisations in fintech and new technological solutions, offering innovative new programs but also cyber security risks to be managed.

Disintermediation in the credit markets, with potential to threaten banks competitiveness.

Active transactional market aided by weakening $A.

Strong appetite from foreign investors, especially from China.

Significant focus on major government projects and urban development and renewal.

NSW most active market, and in WA slowing down due to decline in resource prices.

Growth and consolidation via M&A in retirement villages sector.

Housing markets reaching their peak in some states.

ageing population has led to increasing pressure on private health insurers and contract negotiations with hospitals.

rise in government investment in social infrastructure including public hospitals.

aged care providers moving to consumer-driven funding models.

large aged care providers look to expand while smaller facilities are being consolidated.

Michelle Casey, Robin Lyons, Karyn Cullen who lead the 'Streamline' service platform–

–'Ultimately, innovation in our

business is about a mindset and culture that seeks to challenge the

status quo and continuously enhance the client experience. For example, we are piloting a flexible lawyer business

to provide MinterEllison clients access to specialist contract lawyers

to maintain or boost the client's in-house capacity when they need

to. By integrating our flexible lawyers with the know-how and expertise of MinterEllison, we can provide clients

with confidence in the continuity and quality of talent in temporary roles.'

Andrew Cunningham

Networks & Innovation Leader

–

Key sectors embracing our streamline technology in FY15

Retirement villages and development conveyancing

Landlords

Tenants

Immigration

Revenue

A$8.3mFiles opened

7,491

16

Collaborating with clients to deliver streamlining and efficiency

One of the success stories for MinterEllison in FY15 was the further development and growth of our streamline technology for client portfolios with a high volume of smaller matters. Called 'MEStreamline', the technology automates workflow of routine legal matters based on predefined, common elements of legal transactions and best practice responses. The outcome is reduced risk and improved efficiency for routine legal work.

Further investments over the past year focused on upgrading user experience with new tools, faster processes and greater integration.

Compliance, governance and legal incident management

Rising demand for Safetrac online compliance training courses

34 standard courses now offered by Safetrac

Hot sectors• Finance• Construction and Manufacturing• Government• Health

New investment• New platform launched • Course format completely

redesigned by e-learning experts and instructional designers in collaboration with in-house industry experts at MinterEllison

• Clients achieved higher average pass rates and test scores using the new course format

• Multiple clients took up new offering to customise programs, especially multi-national construction companies looking to build and deliver code of conduct and anti-bribery and corruption training to large geographically disparate employee groups

Strong take-up of digital Boardtrac application for administration and management of board and committee meetings, agendas, governance documents and circular resolutions.

660user accounts

57%revenue increase on prior year

Risktrac bedded down in the marketIn FY15, we built and launched Risktrac, which provides organisations with online technology for staff to log, prioritise, monitor, resolve and report on actual and potential compliance and legal incidents, breaches, risks and hazards. These may include core compliance risk management issues or bespoke issues relevant to a specific worksite or type.

Platinum Winner of Best Compliance Training Program for 5th year in a row

FT Innovative Lawyers 2015 Asia Pacific

Innovation in the Use of Technology Award

'MinterConnect has allowed us to

significantly reduce the time and effort required to maintain our leasing

portfolio. Reports are instant and easily

accessible, providing all the key information

I need for internal reporting whenever

I need it'

Claire Bibby

Senior Vice President

Brookfield

17

–'We’re in the people business.

It’s not just about being a lawyer: you’ve got to have

a high level of business acumen, you’ve got

to be able to solve problems, deliver a solution or result.

Our strategy is focused on what our clients need, and

building a culture that people want to be part of.'

Tony Harrington

Chief Executive

–

Eimear McNamara (Associate), Michael McGown (Associate) and Tara Moffat (Graduate)–

Investing in the future

Total senior appointments

18

Tax controversy specialists Stephen Jones (Special Counsel), Peter Poulos (Partner), Rimma Miller (Special Counsel), Chris Kinsella (Partner) and Thomas Arnold (Special Counsel).–

In FY15, MinterEllison announced 110 senior hires and promotions, a 60% increase over the previous year. These appointments reflect our strong commitment to aligning our business with client interests and boosting capability in high growth areas, such as commercial disputes, tax controversy and real estate.

01_ Melinda Smith Dispute Resolution 02_ Kevin Stewart Dispute Resolution 03_ Glen Ward Dispute Resolution 04_ Harriet Eager Human Resources 05_ Glen Sauer M&A – Private Equity 06_ Andrew Orford Projects Infrastructure & Construction 07_ Peter Mitchell Real Estate Environment & Planning 08_ Lee Rossetto Real Estate Environment & Planning 09_ Amanda Story Commercial & Regulatory 10_ Chris Kinsella Tax 11_ Carmen McElwain Tax 12_ Peter Poulos Tax

01

10

02

08

11

03

09

12

04

07

05 06

110 12 Partners24 Special Counsel74 Senior Associates

Our new partners

19 People at a glance

Total enterprise talent

39Average age

of our people

44% of our people

under the age of 35

1,629

Special Counsel

Senior Associate

Associate

Lawyer

Legal Consultant

Graduate

Law clerk and paralegal

50

118

65

105

10

34

54

40

90

31

71

17

27

9

1042 587

Legal talent

917 480 437

152

Partners

196 44

Female

Male

WGEA Employer of Choice for Gender Equality

Top 100 Graduate Employer

The Australian Grad Australia Survey

Euromoney Australasian Women in Business Awards

Karen Payne – Best in TaxLis Ellis – Best in Energy & Resources

Sydney Office – for promoting female friendly workplace

Lawyers Weekly 30 Under 30

Winner Dispute Resolution – Andrew Bass

Winner Employment – Ajay KhandharWinner Insurance

– Emily ArcherWinner M&A

– Jacqueline How

Women Lawyers Association of Queensland Awards

Samantha Betzien

Queensland Woman Lawyer of the Year

We are committed to the full participation of women in our firm. MinterEllison is a member of the Managing Partners Diversity Initiative, a group of leading firms in Australia that have been actively working on improving gender diversity in the legal profession. The Diversity Initiative was identified in response to the Law Council of Australia’s National Attrition and Re-Engagement Study in 2014 which identified numerous factors impacting the progression of women in the law.

Diversity and inclusion

At MinterEllison, we believe in a diverse and inclusive high-performance culture that values individual contribution, teamwork, innovation and productivity regardless of gender, background, ethnicity, disability, faith, sexual orientation or family structures.

Our focus is to translate strategic intent and policies into real, practical activity to drive diversity outcomes.

Flexibility

We recognise that flexible work practices are intrinsic to diversity and inclusion in the workplace and support our aspiration to be our clients’ best partner. In 2015, we piloted a new grassroots program with several teams, looking at what flexibility means for each individual in the team, and then making changes to enhance flexibility in the context of the needs of the whole team.

Empowering our people20

Working on the Vitaco initial public offering and

getting a fantastic result in a short timeframe

Returning frommaternity leave and working on Toll's merger clearanceapplication (now before the AustralianCompetition Tribunal)

Helping to establish our PRiME (Pride, Respect and Inclusion at MinterEllison)

network

Taking part in the firm’s first innovation forum to

brainstorm new, innovative solutions for clients

Representing MinterEllison at the 30 under 30 Awards and being placed in the top three

for the Insurance category

Developing the Administrative Law

Community of Interest (a new online presence for

admin law practitioners)

Bringing together our relationships with the Port of Melbourne and the VIC Department of Treasury

and Finance to advise on the sale of the Port

Our people said

Glen Sauer

Emily Archer

Lloyd Baggott

Miranda Noble

Matthew Caddy

Eric White

Will Sharpe

We asked some of our people about their highlights for FY15

Linda Kelleher (Associate), Maxine Minter (Lawyer) and Sarah Krust (Paralegal) from the real estate team were part of the flexible working pilot program in 2015.–

21

–'Something I really

enjoy about working at MinterEllison is the high quality of the people I work

with to collaborate on large scale M&A

and real estate deals'

David Moore

Special Counsel

–

Our people said

9 out of 10 MinterEllison people

Top 6 attributes

believe in the firm’s strategy & vision

recommend MinterEllison as a good place to work

are proud to be associated with MinterEllison

We recently conducted a survey of our people to better understand their views on working at MinterEllison. This is what they said about the attributes of the firm that define their experience.

Shared vision for the firm’s

futureCommitment to understanding

client needs

Flexibility and support for diversity

Continuous learning and a

culture of seeking differing opinions

and expertise

Collaboration across practice groups/teams, sharing ideas

and knowledge

Opportunity for growth and development

Here at MinterEllison you have the ability to grow and

explore different interests professionally, learn new things

and continuously up-skill

Yadhir Misra

For me it’s all about teamwork. People across the

firm pitch in every time, so you always feel supported

Deanna McMaster

–'We take immense

pride in contributing to the communities

in which we live and work. Our whole business

is motivated by a service ethic — and this shines through in our community

programs.'

Anton Hermann

Director Pro Bono &

Community Investment

–Members of the Sydney pro bono team, Emilee Fairlie, Emily Hawcroft, Keith Rovers and Caitlin Davies. Our lawyers provide support to organisations such as Adara Development (Australia), Camp Quality, Father Chris Riley’s Youth Off the Streets, The Homeless Persons’ Legal Service (HPLS), Mission Australia and The Public Interest Advocacy Centre.–

In the community

Our people play a critical role in shaping our community program, and we are united in our focus on initiatives that help break the cycles of disadvantage – especially for young people, people experiencing homelessness and poverty and those who require access to justice. We deliver our programs primarily through community partnerships, a model which helps us direct our resources to where there is greatest need. We support our community partnerships through pro bono, staff volunteering, in-kind support, community grants and a matched workplace giving program.

Breaking the cycles of disadvantage

23

com

mun

ity p

artnerships

workplace giving

pro bono legal services

disadvantaged youth

alleviation of poverty

access to justice

homelessness

We continued our long-term commitment to attending outreach legal clinics for homeless and disadvantaged persons, participating in ongoing casework for more than 200 individual clients. There is a special reward that comes with providing face-to-face legal advice for people experiencing homelessness and other forms of

social disadvantage. We saved our clients hundreds of thousands of dollars in resolving unpaid fines, rescued tenancies where eviction seemed inevitable, and negotiated debt reductions and debt forgiveness. These small wins might not make headlines but we see the real value of our work in our clients’ faces.

Access to justice

'The clients I worked with at PIAC challenged me to come up with new legal arguments in order to

tackle systemic issues in our society. I was impressed

by their resilience and by PIAC’s commitment to

addressing social injustice. As a lawyer just starting my career, the experience has

been invaluable.'

Rafael Aiolfi (Lawyer) was seconded to PIAC in 2014

10,000+

152,500 +

community legal centres

MinterEllison supports

Since FY14:Environment

75 of our lawyers do

pro bono work

over %

hours of volunteering for school mentoring

programsreaching more than

600students in

18high needs schools across Australia and

internationally

hours for our three leading

'access to justice' community partners

our student mentoring programs have been running in Australia and Hong Kong for a decade10 years

record total funds raised by our matched workplace

giving program

$100,00030,000+

hours of pro bono work

=39 = 10hrs per lawyer m

A$

Carbon emissions

7.1%Energy consumption

6.4% Paper usage

1.5%5,892

tonnes

FY15 Total CO2e =

FY15 program highlights

Adara Development is an international development organisation that works with communities in remote areas of Nepal and Uganda, on vital health, education and community development projects. Partnering with Adara since 2013, we have forged even closer ties through the MinterEllison Ambassador Program where our senior lawyers are seconded at Adara’s Sydney offices. One of the highlights this year has been our involvement in the establishment of Adara Partners, a ground-breaking corporate advisory firm that is unique in the global financial services industry.

Adara Ambassador Program

The secondments and ongoing pro bono work for Adara exceeded 2,000 hours in 2015 and a firm-wide fundraising drive raised additional funds to support Adara’s vital response to the Nepal Earthquake. Adara Partners brings together some of Australia’s most senior leaders in financial services who provide their time and expertise to Adara Partners on a pro bono basis. Clients of Adara Partners are charged a nominal commercial fee, but 100% of profits generated by Adara Partners are used to advance Adara’s projects in Nepal and Uganda.

–'MinterEllison’s partnership with the

Adara Group has a huge impact, and is a shining example of the power of a business

non-profit partnership.

The brilliant legal work MinterEllison did for us to establish our ground-breaking new corporate advisory business for purpose,

Adara Partners, was critical to our successful launch. On top of that, the MinterEllison

Ambassador is a key member of our senior global team, working with our development

and business teams hand in hand. We are so grateful to MinterEllison for

this amazing partnership.'

Audette Exel AO

Chief Executive Officer

Adara Asia Pacific Pty Ltd

–

24

Jennifer Barton Memorial Law Scholarship

Setting up the Jennifer Barton Memorial Law Scholarship holds a special place at MinterEllison because it was established in memory of one of our outstanding young lawyers, who died from ovarian cancer at just 29 years of age. The scholarship is awarded to a second-year law student at Macquarie Law School with a proven commitment to their community and reflecting Jennifer’s exemplary personal qualities. We assisted with the creation of the fund by donating our fees from a successful pro bono matter and, together with the family’s contribution, are now able to award an annual scholarship on a perpetual basis.

Hong Kong Caring Company Award

Through extensive volunteer work and fundraising activities for organisations such as Helping Hand and Fresh Fish Traders’ School, Hagar International, Hong Kong Breast Cancer Foundation and HK Christian Council, our Hong Kong office has helped to make a tangible difference to the lives of many underprivileged and marginalised people in their local community. This year, one of our longstanding partners, Helping Hand, a charity which provides residential care support services for elderly citizens, nominated us for a Hong Kong Council of Social Service Caring Company Award.

We provide pro bono assistance for a range of charities that assist women including OurWatch, the Australian Centre for Leadership for Women, Global Sisters, Women’s Legal Service, Adara Development and the Australian College of Midwives’ Charitable Fund. Our long-term community partnership with Australia’s CEO Challenge (ACEOC) perhaps best illustrates our commitment to disadvantaged women as it spans a range of initiatives including the provision of office space, administrative assistance and Board participation through to signature events like the Darkness To Daylight Challenge Run, that we conceived as part of a campaign to raise awareness of

Protecting the rights of disadvantaged women

North Primary (Melbourne) and the Fresh Fish Traders’ School in Hong Kong. Our programs, delivered as part of our membership of the Australian Business Community Network, span literacy, vocational development and leadership mentoring (including the award-winning FOCUS women’s leadership mentoring program) and reach more than 600 students each year.

A milestone in student mentoring

FY15 marked a decade of continuous support for high needs schools across Australia and in Hong Kong. We are enormously proud of the work we have undertaken for more than a decade at Glenala State High School (Brisbane), Hughes Primary School (Canberra), James Meehan High School (Sydney), John Fawkner College (Melbourne), Lynwood Senior High School (Perth), Mascot Public School (Sydney), Sunshine

Below: Anton Hermann with

students from the GOALS program

–

FY15 program highlights

domestic violence, and which this year attracted 300 participants and raised $35,000. We were also proud to support the launch of ACEOC’s partnership with the Queensland Government to implement a new workplace training tool (for addressing domestic and family violence).

–'As a volunteer mentor

for ABCN’s RISE Reading Program at Glenala State High School, sharing my passion for reading with the students,

and being able to help them improve their

own literacy skills and motivation to learn has been really rewarding'

Meagan Ryan

Lawyer

–

25

–minterellison.com

–

Swipe to read all client case studies

Generic pharma’s win in high stakes patent litigation

US$350m Boart Longyear restructure and recapitalisation

IGas Energy plc £117.1m acquisition of Dart Energy Limited by scheme of arrangement

Tooltechnic secures first resale price maintenance authorisation in Australia

Guangzhou Baiyunshan Pharmaceutical fundraising and employee share scheme

Financial close for A$750m Northern Beaches Hospital PPP

Baosteel joint A$1.4bn takeover of Aquila Resources and associated fundraising

Landmark community agreement on Oyu Tolgoi mine, Mongolia

Rio Tinto Kestrel Coal clarifies unfair dismissal law

UrbanGrowth NSW successful in complex Supreme Court proceedings

Vocus Communications and Amcom A$1.2bn merger

Client case studies

Collaborating with clientsback to timeline neXt caSe StUDY

lead Partner, Wayne mcmaster

Generic pharma’s win in high stakes patent litigation

Q: What was the outcome of the case?_a: in august 2014 an enlarged bench of the Full Federal court accepted the arguments put by our clients (Watson Pharma and ascent Pharma) and another generic pharmaceutical company (apotex), and dismissed the attempt by astraZeneca to prevent the sale of competitor versions of its crestor (rosuvastatin) cholesterol drug. astraZeneca appealed that decision to the High court, which in September 2015 once again found in favour of our clients.

Q: Why is the case significant for the pharmaceutical industry?_a: Rosuvastatin is the third most prescribed drug in australia, and cost the australian Government close to a$300m in PbS funding in 2013-14. as a result of the decision, generic pharmaceutical companies (including our clients) who were restrained from entering the market in 2012-13 can now seek compensation from astraZeneca for the sales they would have made during that period.

Q: What does the decision mean for patent law?_a: in rejecting the novel arguments raised by astraZeneca, the High court has confirmed the proper approach to assessing lack of inventive step, one of the grounds for invalidating a patent. if astraZeneca’s arguments had succeeded, it would have required a significant, and expensive, change to the way in which evidence is prepared in patent validity proceedings.

FRom leFt:jonatHan kelP, WaYne mcmaSteR, amY SURkiS


lead Partner, Ron Forster

US$350m Boart Longyear restructure and recapitalisation

Q: What did this transaction involve?_a: the recapitalisation was a complex restructuring involving the injection of about US$350m in debt and equity, the use of preference shares, a tender offer for some of the existing notes and a combined share buyback and rights issue – perhaps the first time this combination has been used in australia.

Q: Why was it so complex?_a: because of the complex deal structure, structures commonly used overseas for recapitalisations had to be adapted to australia’s regulatory environment. Full terms of the recapitalisation were negotiated during an initial exclusivity period during which centerbridge

conducted due diligence. the transaction was then announced on the aSX and the 1st closing occurred. this involved provision of a US$120m tranche a term loan, a tender offer of up to US$105m to acquire Senior Secured notes, a U$105m tranche b term loan to fund the tender offer, and a US$5.6m equity placement to centerbridge.

at the 2nd closing, after shareholder approval, the follow-on placement occurred – centerbridge acquired US$21m additional shares. it also agreed to underwrite a US$84m rights issue, entered into a buyback funding agreement, and entered into an equitisation agreement (shares to cancel US$16m in notes held).

Q: Getting this over the line required a collaborative effort – how did the team approach it?_a: as australian counsel to centerbridge we worked closely with its financial adviser, moelis & co, and with its US lawyers, kirkland & ellis. there was almost around-the-clock input from all advisers in different time zones in the lead-up to key transaction milestones. Within our own team, we drew in specialists from our capital markets, restructuring, finance and corporate practices to deliver the seamless service required.

FRom leFt: ben SmitH, Daniel Scotti, Ron FoRSteR


lead Partner, michael Wallin

IGas Energy plc £117.1m acquisition of Dart Energy Limited by scheme of arrangement

Q: Why was this deal particularly important for our client IGas?_a: iGas is a leading british onshore oil and gas explorer and operates the Uk’s only coal bed methane pilot site in north west england. Dart energy, despite being a listed australian company, held a number of licences in the Uk that are considered prospective for shale gas and coal bed methane. the combination of Dart and iGas meant the creation of a market-leading onshore oil and gas company with the largest area in the Uk under licence – more than 1 million net acres, including major Uk shale basins.

Q: How important was a collaborative team approach in this transaction?_a: because this was a significant cross-border corporate transaction, close collaboration was essential between the Uk and australia. our team in london acted as australian counsel to iGas and worked closely with our firm’s public m&a team in Sydney to manage the scheme of arrangement through to implementation and ensure a time and cost efficient result for the client.

minterellison has had an office in the city for more than 40 years advising Uk and european clients on australian law. While the team here is particularly strong in cross-border m&a, capital markets and banking and finance, we handle a broad range of business transactions across many industry sectors.


Q: Why has the ACCC’s decision been described as a 'landmark' in competition law?_a: in December 2014, the accc granted the first conditional authorisation for resale price maintenance in australia. although the regime had been available for nearly 20 years, no other application for authorisation of resale price maintenance conduct had ever been made in this country.

Q: What was the basis of Tooltechnic’s application?_a: tooltechnic wanted to impose minimum retail prices on retailers of its Festool-branded products and to revise its retailer agreements to include a contractual obligation on retailers not to resell Festool products below its nominated minimum prices. Festool products are complex, highly differentiated and premium-positioned products. tooltechnic claimed its high-service model was being undermined by the ‘free riding’ of some dealers who underinvested in pre- and post-sales services while aggressively discounting prices.

lead Partner, Geoff carter

Tooltechnic secures first resale price maintenance authorisation in Australia

Q: Why did the application succeed?_a: our recommended strategy to opt for accc authorisation was innovative, but we were confident we had solid economic arguments regarding tooltechnic’s circumstances and empirical evidence to support those arguments. the aspects of this market that were key to obtaining the authorisation were the existence of free riding and the vigorous competition that would thwart any anti-competitive consequences arising from resale price maintenance.

Simone kniGHt, GeoFF caRteR


lead Partner, barbara mok

Guangzhou Baiyunshan Pharmaceutical fundraising and employee share scheme

Q: What is the background of this fundraising?_a: Guangzhou baiyunshan Pharmaceutical Holdings company limited is a state-owned enterprise and one of china’s leading pharmaceutical companies. it was founded in 1997 in southern china and has 12,500+ employees. listed on both the Hong kong and Shanghai stock exchanges, its business is the research and development, manufacture, sale and export of chinese and western medicines, health and pharmaceutical products and medical apparatus.

in 2013-14, to strengthen its competitiveness and build a more comprehensive supply chain with medical R&D, production facilities and wider distribution channels, it undertook a major restructure, involving a merger with a Shenzhen listed state-owned pharmaceutical and the acquisition of certain assets. today, it has strategic partnerships with alliance boots and alibaba Health.

to fund its expansion, the company placed new a-shares for Rmb10bn to a consortium of five investors, including a jack ma investment fund. concurrently, it launched an employee stock ownership scheme.

Q: Why is this significant?_a: baiyunshan Pharmaceutical is a first mover on many fronts. it is one of the first dual-listed PRc state-owned enterprises to implement an employee share scheme under new regulations introduced in june 2014 by china’s Securities Regulatory commission (cSRc). its 2014 merger was also groundbreaking, labelled by cSRS as a 'major and unprecedented' transaction.

baiyunshan Pharmaceutical is a long-standing minterellison client, with our team advising on all the transactions subject to Hong kong regulatory compliance. We were delighted to assist in this milestone transaction.

FRom leFt: latiFa cHoW, aDa lUk, WilSon YiP, baRbaRa mok


lead Partner, Paul Paxton

Financial close for A$750m Northern Beaches Hospital PPP

Q: What is unique about the Northern Beaches Hospital PPP project?_a: in a first for nSW, the Government is using an innovative model to procure this a$1bn new hospital at Frenchs Forest. based on a new fully outsourced clinical services procurement model, the nSW Government entered into a long-term contract with a private health provider to design, build, operate and maintain an integrated public/private hospital that will deliver clinical services for the State’s public patients as well as provide clinical services to private patients.

Healthscope will provide public patient services over a 20 year period. at the end of the contract period, the public portion of the hospital can be handed back to the nSW Government at no additional cost. Healthscope then has another 20 years to provide services to private patients before the remaining part of the hospital can also be returned.

Q: Reaching financial close must have required innovative legal solutions – how did our team respond?_a: our work for the nSW Government demonstrated our premier PPP and hospital

procurement expertise in the australian market.

our team worked collegiately and seamlessly over two years to deliver truly innovative solutions – developing bespoke project documentation and financing structures for the project, and finalising third party commercial and car parking arrangements. We showcased cross-divisional and multi-jurisdictional expertise, drawing on specialists in our employment, finance, construction, property, corporate, regulatory and dispute resolution practices in Sydney, melbourne and Perth.

Collaborating with clientsBACK TO TIMELINE

Q: What was unique about this takeover and the associated fundraising?_A: Baosteel’s takeover of Aquila Resources was the first joint hostile takeover by China of an Australian listed company. The associated fundraising was one of the first, if not the first, issue of bonds on the HKSE by an Australian subsidiary of a Chinese state-owned enterprise outside the banking sector. An Australian subsidiary of Baosteel Group Corporation raised US$500m through the issue of bonds listed on the HKSE. The bonds are guaranteed by Baosteel Resources International Company Limited and due in 2020.

Q: Baosteel came to Australia in the first wave of Chinese investment in late 2000. Has Chinese investment changed in more recent times?_A: There has certainly been a shift in focus since that first wave of investment – absolutely. The mix of Chinese investors has changed, so It’s not just state-owned enterprises. Their investment models have changed. And they have turned their attention beyond energy, mining and resources to property, infrastructure assets, health services

Lead Partner,Adam Handley

Baosteel joint A$1.4 bn takeover of Aquila Resources and associated fundraising

and agribusinesses, the latter to meet demand by China’s growing middle class for high-quality, protein-rich foods. Australia needs to promote more than just mining. There are enormous opportunities to grow foreign investment, but we have a lot of work to do to educate investors about just what Australia can offer them.

NEXT CASE STUDY

FROM LEFT:BRYN DAVIS, LILI PAN, ADAM HANDLEY, MATTHEW CADDY


lead Partner, lis ellis

Landmark community agreement on Oyu Tolgoi mine, Mongolia

Q: Why is this cooperation agreement critical to Oyu Tolgoi?_a: Finalisation of the cooperation agreement is an important milestone in oyu tolgoi llc maintaining its social licence to operate in mongolia. it regulates how Rio tinto’s mongolian subsidiary and various local and nomadic communities in mongolia’s South Gobi province within the proximity of the mine will work together towards sustainable development in important areas such as water and environmental management, cultural heritage, local business development and procurement. it also details oyu tolgoi llc’s significant financial

contribution towards those aims over the life of the mine.

Q: Does Rio Tinto’s commitment to the mine’s future indicate resurgent foreign investor interest in Mongolia?_a: the oyu tolgoi under-ground mine is one of Rio tinto’s biggest growth projects globally and strategically important for the company’s diversification. its support for the mine’s development is a timely shot in the arm for mongolia and its mining industry. the proposed recommencement of the underground phase of the mine will help cement mongolia’s reputation as a world-class copper-gold province, and that will attract

foreign investment. in the short term, an influx of mining services companies to supply the mine is the likely outcome. attracting new foreign investment into other mining projects, however, will remain a challenge in the current commodities environment.

Q: How did you partner with the client to deliver the positive outcome it wanted?_a: at short notice, we mobilised a team that worked, simultaneously in english and mongolian and to a very compressed timetable, not only with oyu tolgoi’s in-house legal team but also with its community relations and corporate social responsibility teams.

liS elliS, SebaStian RoSHolt

Collaborating with clientsBACK TO TIMELINE NEXT CASE STUDY

Lead Partner, Dan Williams

Rio Tinto Kestrel Coal case clarifies unfair dismissal law

Q: What was the case about?_A: Following a significant organisational restructure at Kestrel mine, a number of contractors and employees lost their jobs. Several employees challenged their dismissals, claiming they were not 'genuine redundancies'.

Q: What key issues did the case consider?_A: We successfully represented Kestrel Coal at the hearing by the Fair Work Commission. There were two key questions: did Kestrel Coal have an obligation to 'redeploy' employees selected for redundancy into roles vacated under the restructure, and did it have an obligation to redeploy employees selected for redundancy to 'associated entities' of Kestrel Coal regardless of circumstances. On both questions, the Commission upheld Kestrel Coal’s actions.

Q: Why was the Commission’s decision significant?_A: The issues that arose in the Kestrel Coal restructure are the same as many companies face in restructuring processes. That’s why the Commission’s decision was so important – it clarified the law on the extent to which a company must search for redeployment opportunities within related entities that conduct quite different operations and where there is no shared managerial control. And it clarified the extent to which employers are required to displace contractors to avoid making permanent roles redundant.

SOPHIE CROFT, DAN WILLIAMS


Q: What was the outcome of this case?_a: karimbla, part of the meriton Group, failed in its application for an interlocutory injunction to restrain the tender process for the lachlan’s line (macquarie Park) project, and subsequently withdrew its entire claim against our clients − the State of nSW and UrbanGrowth.

Q: What was significant about the decision?_a: among other things, the court grappled with whether UrbanGrowth, as a statutory corporation, was amenable to judicial review, and if so, whether it owed procedural fairness to a commercial tender participant. the court held that UrbanGrowth was not amenable to judicial review as it was exercising commercial functions rather than public powers. However, it found that UrbanGrowth treated karimbla fairly in any event.

lead Partner,beverley newbold

UrbanGrowth NSW successful in complex Supreme Court proceedings

Q: Why was this decision important to our clients?_a: two reasons – first, it has clarified for any statutory corporation engaged in a tender or procurement process the commercial and non-public nature of the powers being exercised. Secondly, UrbanGrowth had excluded karimbla from the tender due to concerns about the potential for a perceived conflict of interest. Government clients need to be able to be fearless in addressing these potential issues in a tender or procurement context.

Collaborating with clientsback to timeline

lead Partner, costas condoleon

Vocus Communications and Amcom A$1.2bn merger

Q: Why was this deal so important for our clients?_a: Vocus’ highly-publicised a$1.2bn merger with amcom telecommunications has turned Vocus into the third-largest corporate telco in australia, and helped it surpass, three years ahead of time, its aggressive goal of a$1bn market value by 2018. Had this deal not succeeded, Vocus itself could have become a vulnerable takeover target as consolidation in the telco sector gathers pace in light of the nbn and broader sector shakeout.

Q: What was the strategy behind the deal?_a: as a takeover by scheme of arrangement, a 75% vote of amcom shareholders, and court approval, were needed. When tPG telecom made a last-minute raid to secure a 19.9% blocking stake in amcom, the market assumed the merger was doomed. Vocus took the unprecedented step of selling its pre-scheme 10% stake in amcom, so that the outcome of the scheme was put back into the hands of amcom shareholders and they would be given additional time to consider the new circumstances and vote in favour of the merger.

Q: Did the strategy pay off?_a: Vocus selling its 10% amcom stake was a revolutionary tactic and ultimately ensured the merger’s success. it survived legal challenges by tPG, and regulatory and court scrutiny. this is the first time a scheme of arrangement vote has succeeded in australia in the face of a 20% objecting blocking stake, and our team’s creative solutions were central to this outcome.

FRom leFt:keVin ko, eVa lee, coStaS conDoleon, nicHolaS PaScoe, WeS bainbRiDGe, annabel HUmPHReYS

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