Corporate and Commercial

SBA Law’s corporate and commercial team acts for an established client base of leading Australian and international public and private clients. We deliver timely, practical, innovative and commercial solutions in complex matters, cutting through to the most important issues, and then acting quickly and decisively. We have a reputation for providing strategic legal advice and solutions and are consistently involved in complex, difficult and novel matters. Our partners are directly involved in all matters in which we act, ensuring our clients get the benefit of their market leading experience and expertise in all corporate and commercial matters. We advise clients in a broad range of corporate and commercial areas and related regulatory regimes including:

Business structuring and financing

Capital raisings and initial public offerings

Commercial contracts and arrangements

Competition and consumer law (including all industry codes)

Corporate governance and compliance

Corporate restructures

Distribution, licensing and franchising

Equity capital markets

Financial services compliance

Foreign investment

Joint ventures, partnerships and consortium arrangements

Legal due diligence investigations and reporting

Managed investment schemes

Mergers, acquisitions, divestments and takeovers

Private equity

Shareholder, unitholder and partnership agreements

Structuring supply chains and channels to market

Venture capital investment

Mergers, Acquisitions and Takeovers

A merger, acquisition, divestment or takeover is a defining strategic transaction for any company. Execution is critical, as is direct access to individuals with the experience and expertise required to deliver the results required. Having the right legal team is essential to achieve your commercial objectives, manage the risks inherent in transactional work and to turn opportunity and potential into increased shareholder value. The SBA Law team is comprised of individuals with the expertise and depth of experience to structure, document, negotiate and execute mergers, acquisitions, divestments and takeovers. We have consistently achieved outstanding results for our clients across multiple sectors and industries, from smaller private treaty transactions to large public company takeovers. Our expertise includes:

Asset and company acquisitions and divestments

Corporate restructures

Due diligence investigations and reporting

Foreign investment advice

Management buy-outs, buy-ins and co-investments

Public company takeovers and schemes of arrangement

Private equity transactions

Venture capital investment

In these areas we regularly assist clients with transaction structuring and strategy, the drafting and negotiation of transaction documents, managing due diligence programs in relation to the target entity or business, introductions to leading financial advisers, regulatory advice and engagement with regulators including the Australian Securities and Investments Commission, the Australian Competition and Consumer Commission, the Takeovers Panel and the Australian Securities Exchange.

Equity Capital Markets

SBA Law’s corporate and commercial team has an established track record in all areas of capital raisings including, IPOs, backdoor listings, private placements and rights and entitlement offers. Working closely with advisory teams, investment banks, accountants and corporate clients, we advise a broad range of companies, from small-mid caps to large international companies, playing the role of trusted adviser in capital raising projects. Our ECM team has a deep understanding of the markets they work in, the roles of the various participants, achievable market terms and outcomes, and the compliance obligations of the Australian Securities Exchange and the Australian Securities and Investments Commission. With a deep knowledge of and experience in capital markets, we work with clients to develop innovative transaction structures, manage tight timeframes, and convert opportunities to increased shareholder value, always mindful of the commercial objective. Our expertise includes:

advising issuers on initial public offerings

advising underwriters and lead managers in public offerings and placements

structuring securities issues

advising on buy backs, capital reductions, share purchase plans and other capital management activities

ASX Listing Rule and Corporations Act advice

E-commerce, Technology, IP and Data

SBA Law regularly advises clients on e-commerce, technology, intellectual property and data matters whether in the context of a client’s day-to-day business operations or a larger transaction. This includes providing advice in connection with:

Due diligence investigations and specialist support in transactions with a heavy focus on these areas

Transitional services agreements

E-commerce and website operations

Internet start-ups

Technology agreements of all kinds relating to the development, procurement or commercialisation of software, apps, hardware, cloud based infrastructure and services, mobile devices and IOT

Management, commercialisation and enforcement of IP rights including trade marks, patents, copyright, designs and confidential information

Reseller networks

Licensing, franchising and distribution

Collaborations, strategic alliances and joint ventures

Licensed product manufacturing, supply and distribution

Sponsorship and marketing arrangements, including celebrity endorsements

Social media platforms

Privacy

Commercial arrangements relating to data collection, data protection, data sharing and data analytics

Electronic marketing and Spam Act compliance

Agribusiness

Experience counts. While the opportunities in agriculture in Australia are widely heralded, few law firms deeply understand the sector, the regulatory framework and the attendant risks. SBA Law acts for a significant number of multinationals, Australian listed companies, unlisted funds, peak industry bodies and private farming groups and families in diverse agricultural, rural and food commodity contexts. Led by Jeremy Rosenthal, our agribusiness team combines the powerful expertise of each the firm’s practice areas with industry experience borne from Jeremy’s lifetime involvement in primary production and long-standing relationships with some of the best known agribusinesses in this country and abroad. Our expertise includes: