Solutions

During the year we collaborated with clients to find innovative solutions to their complex legal issues and major disputes, to help them grasp business opportunities and to create value. Some of our headline work appears in this timeline.

July 15

August

  • Vitaco completes IPO & ASX listing

    Value

    A$332m raised by IPO

    Client

    Vitaco Holdings Limited & Next Capital

    Key partners

    Daniel Scotti, Glen Sauer
    (Australia) Mark Forman,
    Cathy Quinn, Tom Fail
    (MinterEllisonRuddWatts New Zealand)

    Significance

    As the only top-tier Australian firm with a trans-Tasman presence, we collaborated with MinterEllisonRuddWatts for the New Zealand aspects of this transaction.

  • Ascendas REIT acquires first Australian property portfolio

    Value

    A$1.013bn

    Client

    Ascendas Real Estate Investment Trust

    Key partners

    David Inglis, Anthony Poynton, Alberto Colla, Tony Dhar, Adrian Varrasso, John Riley, David Moore

    Significance

    Australia's largest-ever industrial property deal and the Asia Pacific's second largest industrial property deal to date.

  • Pre-IPO facility to Link Group

    Value

    A$580m

    Client

    CBA, NAB and Westpac banking syndicate

    Key partners

    John Mosley, Nicola Marley

    Significance

    Financing completed in advance of the A$2.4bn IPO, the largest in Australia in 2015.

September

  • Northern Territory Government announces Port of Darwin long-term lease

    Value

    A$506m

    Client

    Northern Territory Government

    Key partners

    Andrew Rentoul, Lachlan Drew

    Significance

    Confirms MinterEllison's dominant position in port privatisations, following completed mandates on Botany / Kembla (2013) and Newcastle (2014), Darwin (2015) and Melbourne (2016), and current mandates on Western Australia port privatisations.

  • Financing Element Corporation's acquisition of GE Capital's vehicle fleet management businesses

    Value

    C$8bn

    Client

    Syndicate of off-shore lenders, led by Bank of Montreal – Australian counsel (MinterEllison), New Zealand counsel (MinterEllisonRuddWatts)

    Key partners

    Stewart Robertson, David
    Pratley (Australia)
    Kate Lane (New Zealand)

    Significance

    Trans-Tasman team advised off-shore lenders on Australasian law nuances in this high profile, cross-border transaction.

  • CBL completes IPO & dual ASX / NZX listing

    Value

    NZ$340.5m raised by IPO

    Client

    CBL Corporation Limited

    Key partners

    Daniel Scotti (Australia) Silvana Schenone (New Zealand)

    Significance

    First IPO undertaken in New Zealand under the new Financial Markets Conduct Act regime (NZ) and to fall within the ASX 'Foreign Exempt Listing' category following ASX's amendments to permit listing of companies on NZX Main Board.

  • ATO wins transfer pricing claim against Chevron in Federal Court of Australia

    Client

    ATO / Commissioner of Taxation

    Key partner

    Chris Kinsella

    Significance

    Landmark decision now on appeal to the Full Federal Court of Australia.

  • Beach Energy & Drillsearch merger

    Client

    Beach Energy

    Key partner

    Ron Forster

    Significance

    Creates A$1.169bn business – largest oil producer in South Australia's Cooper Basin and the region’s second largest gas producer.

October

November

  • SB&G Hotel Group acquires IHG Hotel portfolio

    Value

    A$500m

    Client

    SB&G Hotel Group

    Key partners

    Joseph Pace, Peter Mitchell, David Eterovic, Adrian Varrasso, John Riley, Leon Levine, Bart Oude-Vrielink

    Significance

    SB&G Hotel Group becomes the largest owner of IHG-operated hotels in Australia.

  • Anchorage completes Affinity Education acquisition

    Value

    A$258m

    Client

    Anchorage Capital Partners

    Key partners

    Ricky Casali, John Mosley, Stewart Robertson, David Crane, Jakob Paartalu

    Significance

    PE fund successfully executes complex public market deal despite aggressive competing suitor with a blocking stake.

  • IDP Education debuts on ASX

    Value

    A$850m market capitalisation

    Client

    Education Australia Limited

    Key partners

    James Hutton, Bart Oude-Vrielink

  • University of Canberra Public Hospital milestone

    Value

    A$139m

    Client

    Brookfield Multiplex Constructions Pty Limited; Brookfield Global Integrated Solutions; Spotless

    Key partners

    Elizabeth McKechnie, Nicole Green, Richard Crawford, Stewart Nankervis

    Significance

    Brookfield Multiplex confirmed as head contractor to design/construct new 200-bed hospital; partner company Brookfield Global Integrated Solutions will maintain the completed facility for 25 years.

  • Queensland Logan Motorway Enhancement Project announced

    Value

    A$450m

    Client

    Queensland Government

    Key partners

    David Pearce, Nicole Green, Michael Creedon

    Significance

    Upgrade of the Logan Motorway and Gateway Extension to be delivered by Transurban Queensland and facilitated by the State of Queensland.

  • Walker Corp unveils A$1.39bn Moreton Bay mixed-used development

    Value

    A$1.39bn

    Client

    Walker Corporation

    Key partners

    Cameron Charlton, Antra Hood

    Significance

    15-to-20 year Queensland project to develop a tourism precinct with marina, retail, entertainment, recreational and residential facilities.

  • Supreme Court of Victoria decides valuation of Port of Melbourne land

    Client

    Port of Melbourne Corporation & major tenants

    Key partner

    Michelle Power

    Significance

    Landmark decision, with widespread ramifications for valuation of land in Victoria.

December

January 16

February

March

April

May

June 16

Case Studies

  • New icebreaker aids Australia’s Antarctic research

    Peter Block

    Why is the purchase of the icebreaker important to Australia?

    In April 2016, the Australian Government signed a contract for a new, state-of-the-art icebreaker, amounting to a $1.9bn investment over its 30 year lifespan. This sophisticated vessel, procured by the Department of the Environment and Energy’s Australian Antarctic Division, is due to arrive in Australia mid-2020 and will provide vital support for Australia’s Antarctic research stations including Casey, Davis, Mawson and Macquarie Island.

    It features enhanced icebreaking capability, greater cargo capacity and provides a modern platform for important marine science research activities both within the sea ice zone and open water. It will also cement Tasmania’s position as the gateway to the Southern Ocean and Antarctica, and support jobs and economic growth in the state. The icebreaker is available to support other Australian Government agencies if the need arises.

    Why was MinterEllison chosen to partner with the Australian Government on this important procurement?

    MinterEllison is a trusted adviser to the Department of the Environment and Energy and the Australian Antarctic Division, and currently serves on the Department’s legal panel. We have a detailed understanding of the international maritime laws relating to Antarctica and the Southern Ocean. Importantly, we also have significant experience in advising the Australian Government on maritime procurements and long-term concession arrangements.

    Describe the precise nature of your involvement.

    The Department of the Environment and Energy conducted a two-stage procurement process through an initial open market Request for Proposal and a subsequent Request for Tender process.

    MinterEllison advised on legal/commercial aspects of the procurement relating to the design, manufacture, operations and maintenance of the icebreaker. We prepared the draft contract suite and assisted the conduct of the tender process and the subsequent evaluation of tenders. We also managed negotiations with the preferred bidder to complete and sign the suite of relevant contracts.

    What did MinterEllison learn from its role in this major project?

    This was a unique project. The successful delivery of the procurement was a tribute to the true partnership between the legal, commercial and technical players involved.

    Read more

  • Westpac’s new enterprise agreement

    Harriet Eager

    Why did Westpac require a new enterprise agreement?

    As Westpac prepares to celebrate its 200-year anniversary, it is focused on transformation, simplification and delivering superior customer service. Westpac recognised that its enterprise agreement was a barrier to operating with greater agility. The agreement was more than 1,000 pages long, involved a complex system of processes and was written in outdated language. Updating its enterprise agreement enabled Westpac to become more flexible and inclusive, and better respond to the changing needs of its customers and employees.

    What is the relationship between MinterEllison and Westpac?

    We have a long track record of working with Westpac on a range of issues, including

    industrial matters. This dates back to helping Westpac negotiate its enterprise agreement with the Finance Sector Union in 2010 following its merger with St.George Bank, a process that involved consolidating more than 15 industrial instruments across the two banks. We subsequently worked with Westpac on its 2013 and 2014 enterprise agreements and collaborated closely with them for several months ahead of the 2015 negotiations.

    This was a complex project – how were challenges overcome?

    Preparation, preparation and more preparation. Starting early was vital to the success of this enormous project. Fostering a positive, collaborative and sustainable business–union relationship was also key. While a core team was responsible for delivering the enterprise

    agreement, we also consulted individuals who had specific areas of expertise within Westpac, MinterEllison and externally. Finally, having a sense of humour was important – the team spent a lot of time together, so we needed to get on well.

    How has the new agreement benefited Westpac so far?

    The new enterprise agreement is the most significant employment platform transformation in the history of Australian banking. It delivers Westpac’s 30,000 employees and leaders a single, user-friendly, modern employment platform with market-leading benefits, including greater flexibility and choice, and enhanced career opportunities.

    Read more

  • Elizabeth Quay redevelopment

    John Prevost

    What is the Elizabeth Quay project?

    Elizabeth Quay is a landmark waterfront project that MinterEllison has been heavily involved with over the past year. Our client is the Metropolitan Redevelopment Authority (MRA), which is delivering several urban renewal initiatives in the Perth metropolitan area. The vision for Elizabeth Quay is to reconnect the Perth CBD with the Swan River. The city has prime waterfront land that is currently underutilised. The project is a mixed-use development comprising residential, commercial and retail activities set around a spectacular 2.7ha inlet. It will be Perth’s equivalent to the Barangaroo precinct in Sydney on a smaller scale.

    How did MinterEllison become involved?

    MinterEllison’s relationship with the MRA extends to more than half a dozen projects over the past 15 years. We have been involved with Elizabeth Quay for the last five years. This

    has included assembling the land required for the project, and managing the release of development sites. A key milestone was negotiating the sale of land to Chevron, which is building its Australian headquarters in Perth. Hong Kong developer, Far East Consortium, has purchased two lots to develop a Ritz Carlton hotel and luxury residential tower. MinterEllison also advises the MRA on environmental and planning issues such as responsibility for contamination, and manages procurement and tendering. We have a deep understanding of the MRA’s objectives and I believe they value our strategic advice as well as our legal advice.

    What resources has the firm devoted to this project?

    MinterEllison’s Real Estate, Environment & Planning team in Perth consists of about 16 lawyers including paralegals. Of this group, up to eight team members could be working with the MRA at any given time.

    In managing projects such as Elizabeth Quay, we also draw upon our long experience acting for urban redevelopment authorities in other State capitals, including Sydney, Brisbane and Melbourne.

    What development trends are we likely to see as Australian cities?

    Right now, we are seeing a move towards mixed-use developments in inner city areas, with retail and commercial at ground level and residential above. There is also inner city land use adaptation, with light industrial estates rezoned for residential.

    Governments are also focused on amenity issues resulting from population densification. Height controls and mandatory apartment design guidelines are being used to try and address community concerns.

    As dwelling sizes become smaller, there is also growing demand for high quality public spaces that people can enjoy.

    Read more

  • Jangho acquires Vision Eye Institute

    Ben Liu

    Alberto Colla

    How did this transaction come about, and what was MinterEllison’s role?

    Jangho approached MinterEllison in July 2015 to express interest in expanding into Australia’s health sector. As a global leader in the curtain wall construction industry, the company was looking to diversify and had publicly announced these intentions within China. Jangho subsequently engaged MinterEllison as its Australian legal adviser to help it acquire the Vision Eye Institute.

    What made Australia’s health sector an attractive target for Jangho’s investment?

    Over the past decade, Australia’s health industry has grown dramatically in size. It is also renowned for its world-leading technology and advanced research and development. As Jangho’s primary strategic focus switches to developing its healthcare business, it sought

    to invest in a vigorous Australian health provider with the potential to grow.

    Can we expect Chinese investment in Australia’s health sector to be a hot area of demand going forward?

    Absolutely. The asset acquisitions presently being contemplated by China’s Luye Group (in relation to Healthe Care) and China Resources (in relation to GenesisCare) show that Chinese companies looking to invest in the Australian health sector usually already have domestic experience in this sector. They have also become much more sophisticated and can move quickly if the target and price are right. Chinese companies tend to set up entities in Hong Kong or other special purpose vehicles to remit funds and negotiate around Chinese restrictions on foreign exchange outflow. When investing in Australia, they also tend to retain the current management and key employees.

    Their focus is on subsequent business expansion into China and other Asian markets.

    Is investment all inbound, or are there outbound opportunities for Australian companies in China?

    The market in China for health and wellness services has expanded considerably due to domestic medical law reform, as well as the nation’s growing urban middle class. An increasing number of Chinese citizens are prepared to spend money on nutritious foods, health supplements, and medical and aged care services that improve their quality of life. So there are enormous opportunities for reputable overseas providers to prosper in China. The China–Australia Free Trade Agreement also means that Australian-owned hospitals and aged-care providers can establish healthcare facilities there.

    Read more

  • Royal Commission into Trade Union Governance and Corruption

    James Beaton

    What was MinterEllison’s role in this Royal Commission?

    As the solicitors assisting the Royal Commissioner, the Hon. John Dyson Heydon AC QC, we were intimately involved in delivering this 21-month high-profile public inquiry on time and under budget. Our role encompassed the establishment of the Commission, the conduct of its investigations and hearings, and assisting the Commissioner to prepare his final report and recommendations.

    How did MinterEllison assist the investigative process?

    MinterEllison investigated and prepared 75 distinct case studies in accordance with the Commission’s terms of reference. These addressed issues ranging from blackmail, corruption and secret commissions to misuse of union funds, conflicts of interest and poor corporate governance.

    We facilitated the introduction of evidence from more than 525 witnesses in public and private hearings held in Sydney, Melbourne, Brisbane, Perth and Canberra. We also advised the Commissioner on a wide range of matters including the format and practical conduct of hearings, contested applications, media relations, and dealing with affected parties and upholding their right to procedural fairness.

    What was the outcome of the inquiry?

    The inquiry made 79 recommendations to improve the governance of registered organisations; to regulate the conduct of union officials; and to make unions more transparent and accountable to their members. The inquiry also recommended criminal or civil sanctions against a range of parties. Some of these cases are now before the courts.

    As lawyers, what lessons did you gain from this experience?

    We learnt many lessons about how to conduct a complex public inquiry. These included investigative techniques, coordinating hearing logistics, and managing sensitive data and documents – all performed against a backdrop of intense media and political scrutiny. We also learnt to work cooperatively with a police taskforce during criminal investigations held at the same time as the Commission proceedings.

    For our clients, we now have many valuable first-hand insights into how they should prepare for and deal with public inquiries. These insights include maximising their right to procedural fairness, engaging with the media and shaping law reform recommendations.

    Read more

  • Chinese investor acquires the Kailis Bros seafood business

    Adam Handley

    Who were the main parties to this transaction?

    MinterEllison acted for Hong Kong-listed Legend Holdings Corporation in securing a 90% strategic investment in the Kailis Bros seafood processing and export business. The transaction, completed in March 2016, was Legend Holdings’ first major Australian investment and received significant media attention.

    Why was Legend Holdings interested in a seafood business?

    Legend Holdings is best known for its IT business, headlined by its flagship Lenovo brand. However, its Joyvio agricultural arm is one of China’s biggest fruit companies. This latest strategic investment reflects Legend Holdings’ strong interest in expanding its agricultural business operations and its recognition of the benefits that can flow from partnerships. The newly capitalised business has plans to develop and expand throughout Australia.

    What was MinterEllison's role?

    This transaction was the result of a lengthy competitive bid process. A team of seven MinterEllison lawyers worked closely with Legend Holdings. We were heavily involved in conducting due diligence on the operations of the target business as well as negotiating complex transaction documents.

    Our work ensured that the proposed binding offer was commercially attractive to the vendors, yet simultaneously satisfied our client’s requirements. We obtained approval from the Foreign Investment Review Board with respect to the transaction. We also negotiated the share purchase agreement and relevant shareholders’ agreement to maintain the Kailis family’s 10% equity holding in the company. This allows them to continue significant involvement in daily operations.

    Is there a growing trend for foreign investors to enter joint ventures or partnerships with domestic Australian businesses?

    This deal highlights the benefits of China and Australia partnering in the agribusiness sector and the tremendous opportunities that exist. It is very interesting to see a shift in attitude among Chinese investors. Increasingly, they recognise that in conservative supply chains such as agriculture, the success of the business will rely on local knowledge and local connections. Keeping key personnel in place helps to assure that continuity.

    Read more

Our multidisciplinary capability, commercial outlook and collaborative culture enables us to deliver integrated solutions for clients in key sectors. Click tabs to read more

Putting clients on the front foot for cyber risks and security issues

Cyber risk continues to be a very real concern for major regulatory organisations in Australia. The loss from cyber security incidents in Australia is estimated to be as high as $17bn (or around 1 % of GDP).

In response to these concerns, MinterEllison has deployed a national and cross-disciplinary data protection and cyber security team. It supports clients across all industries and government sectors, helping them manage risks related to local and international privacy, data protection and cyber security, including reputational and other risks that may arise before or after data breaches.

Comprising more than 20 lawyers, the team includes experts in technology, media, telecommunications, privacy and data protection, intellectual property, insurance and corporate risk, regulatory and litigation.

We place our clients in the best position to manage potential cyber risks by developing their privacy and data security policies and procedures, advising on cyber insurance issues, and reviewing marketing and promotional campaigns and strategies.

We also help organisations respond to privacy complaints, regulatory investigations and data breaches, and litigation, including urgent injunctive proceedings.

Our team applied its expertise to many complex cases during the year. We helped a luxury car manufacturer manage reputational and legal liability issues arising from the theft of a customer’s database. We advised an Australian insurer on indemnity and strategy following a cyber breach at a professional services firm, caused by the Cryptolocker virus. We assisted a state government contractor on disclosure of government employee data and its breach response. And we advised numerous clients on offshore disclosures and contractual arrangements, including data security due diligence and managing ongoing accountability.

Our high-profile team is well positioned to manage the full range of cyber risks and data security concerns that continue to increase in complexity and scale.

Read our report: Perspectives in Cyber Risk.

Working with government to improve social outcomes

The Commonwealth and state governments continue to seek new ways to deliver better social outcomes, more efficiently, for the Australian community.

This year we were delighted to support the Commonwealth Government in establishing the Australian Digital Health Agency. This key project was part of a $485m package to strengthen and transform national digital governance. It also set a precedent as the Agency was the first corporate entity established under the Commonwealth’s governance, performance and accountability legislation, the Public Governance, Performance Accountability Act 2013.

In NSW, we have been at the forefront of new public private partnerships and outsourcing models in social infrastructure delivery – including recently our role as lead advisors for the new Grafton Correctional Centre and John Morony Correctional Centre. A key focus for these projects is for them to be operator-led and outcomes focused, which has created significant interest in the legal framework we are developing to support the government through the design, construction and ongoing operations and maintenance of the centres.

In the health sector, we have supported the NSW government in delivering on its award-winning and long awaited major investment in public health infrastructure through the Northern Beaches Hospital.

Delivering major transport infrastructure projects

The focus on transport infrastructure investment has been driven by the need to innovate in servicing rapidly growing populations, and to improve national productivity. Australian governments have launched major transport projects to meet these needs by involving both the public and private sectors, using a range of delivery models including public-private partnerships (PPPs).

The shift towards PPPs and other innovative infrastructure delivery models will require support from legal firms that can offer sophisticated project management and execution expertise, and an understanding of commercial imperatives, service outcomes, and policy and political overlay.

Key to MinterEllison’s success in this dynamic sector is our ability to advise on projects from inception to completion and our proven track record in advising both private and public sector clients.

Our multidisciplinary team has expertise in funding and financial structures, including taxation; environmental and planning issues; real estate; human resources, industrial relations and occupational health and safety; regulation; competition; procurement; construction and engineering; project management; contract administration; and disputes.

We have been involved in most major transport infrastructure projects in Australia this year, including the WestConnex motorway, Sydney Light Rail and the Melbourne Metro. We’ve worked on aviation, buses, roads, railway and shipping. We remain the only law firm to have advised on every major port refinancing in Australia and are renowned as the risk architects of the successful port model used in those transactions.

A highlight from this year is our involvement in the landmark Newcastle Integrated Services project – the first time a state authority has sought to integrate multiple transport modes under a single operator.

Other highlights include helping develop an innovative delivery model to implement low-cost, high-impact technology solutions to manage congestion in Sydney; advising the State of Queensland and Transurban Queensland on the $500m Logan Enhancement Project, being appointed to act on Lendlease Capella’s bid on the Melbourne Metro; and on the Outer Suburban Arterial Roads project for the Victorian Government.

Across the Tasman, MinterEllison acted as lead adviser to the Northlink Consortium when the New Zealand Transport Agency invited bids for the Puhoi to Warkworth PPP motorway project, valued at more than NZ$1bn.

Our experience working in the sector, combined with our reputation for innovation, means that MinterEllison has a proven track record in helping successfully execute major infrastructure projects that support the future prosperity of Australia.

Partnering with investors to support emerging businesses

MinterEllison has partnered with venture capital (VC) funds, high net worth individuals (HNWIs) and other investors to provide pragmatic, business-oriented advice on developing and promoting start-ups and other emerging businesses. These partnerships and our expertise in the technology sector have enabled us to offer strategic advice at every stage of a start up’s life cycle, from inception and commercialisation to initial public offering (IPO) and exit.

We provide sophisticated advice on a wide range of issues affecting start-ups, including general corporate and securities law, mergers and acquisitions, capital raising and IPOs, financing, intellectual property, commercial agreements, strategic alliances, employment and executive remuneration, and tax matters.

A number of VC funds and HNWIs have sought our expertise to advise on start-up investments. In the last 12 months we have developed a strong relationship with new VC fund Sapien Ventures, advising on all their investments to date, including HashChing, SalesPreso, Airtasker and Investfit. We have designed a fixed price service offering for legal due diligence and transaction documentation that delivers certainty and value to our clients.

We have advised traditional private equity players as they become increasingly interested in acquiring technology companies, for example, we advised Affinity Equity Partners on its purchase of the MedicalDirector software business from Primary Health Care. We also help Australian technology companies transition to public markets, for example advising text message service provider MessageMedia on its targeted $300m IPO.

In 2016, our TechTank events provided a forum for technology companies seeking capital to pitch their growth strategy and capital needs to a panel of experts. TechTank is our platform for partnering with ambitious technology companies to help them optimise their potential. We were delighted when DocsCorp (a hybrid desktop and cloud productivity software that integrates with document management systems) secured funding from high-profile technology investment firm Bailador as a result of its TechTank pitch.

As technology companies continue to drive economic growth, our market-leading expertise in representing VC and private equity funds, HNWIs and other investors, together with our deep understanding of the technology sector, ensures we are well positioned to offer cutting edge advice to a range of stakeholders.