Australasian Legal Business (OzLB) Issue 8.6

ISSUE 8.6

ALB Special Report: Melbourne 2010 A touch of Melbourne magic

Legal profession regulation reform Painful progress towards a national profession

Legal process outsourcing Is it time for a new approach?

AUSTRALASIAN 2010

AUSTRALASIAN 2010

Australasia’s best lawyers and firms DEALS ROUNDUP

US, UK REPORTS

INDUSTRY ANALYSIS

APPOINTMENTS

CAPITAL MARKETS, M&A DATA

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ISSUE 8.6

EDITORIAL >>

ALB Special Report: Melbourne 2010 A touch of Melbourne magic

Legal profession regulation reform Painful progress towards a national profession

Legal process outsourcing Is it time for a new approach?

AUSTRALASIAN 2010

A sense of unity

AUSTRALASIAN 2010

Australasia’s best lawyers and firms DEALS ROUNDUP

US, UK REPORTS

INDUSTRY ANALYSIS

APPOINTMENTS

CAPITAL MARKETS, M&A DATA

www.legalbusinessonline.com

IN THE FIRST PERSON

A

h, awards night again. We are not sure of the exact weight of the glass trophies presented at the 2010 ALB Law Awards, but one thing seems clear – a few of our interstate winners may have had baggage allowance problems when checking in for the flight home the following morning!

Practical considerations aside, it is worthwhile to reflect on what these accolades mean for those lawyers and industry professionals who hear their names read out on awards night. It may sound trite to say that the ALB Law Awards celebrate the achievements of the legal profession, but perhaps the cliché takes on a deeper meaning when we look at the individual instances.

There was no questioning, for example, the warmth of applause which greeted the news that respected Freehills chief Gavin Bell had taken out the Managing Partner of the Year award, or the enthusiasm when Sharon Cook came up to accept the award for ‘Sydney Firm of the Year’, on behalf of Henry Davis York.

While the Australian and New Zealand legal services markets remain notoriously crowded and competitive, this spirit of industry collegiality demonstrated on the Awards night is a reminder of what makes the legal profession special.

The theme here is mutual respect – not just among colleagues at the same firm or company but between colleagues sharing the same values and aspirations.

The appreciation of excellence and high standards of client service and personal integrity is something which is common to us all.

“It’s an unusual tax [RSPT].

Conventional tax advice is a piece of the puzzle, but then there is the economic impact and looking at how it shifts the balance of risk between the miner and [government]” Duncan Baxter, Blake Dawson (p11)

“I’ve had clients tell me it’s cheaper to do business in Victoria than it is in Sydney. By the time they take into account the taxes they pay and the rent... it makes sense to downsize Sydney and upsize Victoria” Damian Paul, Macpherson+Kelley (p43)

“There is a point of critical mass of market awareness, where the market knows you because the market keeps bumping into you.

We have that in Melbourne...”

William Fazio, Herbert Geer (p56)

This spirit of industry collegiality demonstrated on the Awards night is a reminder of what makes the legal profession special

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Australasian Legal Business ISSUE 8.6

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contents >>

contents

ALB ISSUE 8.6

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54

AUSTRALASIAN 2010

AUSTRALASIAN 2010

42

COVER STORY 24 ALB Law Awards 2010

All the winners and comprehensive coverage from the awards night

ANALYSIS 10 Legal profession regulation reform Reform is welcome, but the devil’s in the detail 11 Resources Super Profits Tax It’s tax reform - but not the kind that tax lawyers were expecting 13 Legal process outsourcing Is it time for a new approach to LPO in Australia?

FEATURES 42 ALB Special Report: Melbourne 2010 A look at one of Australia’s most competitive – and innovative – legal services markets 50 Technology, media and telecommunications What are the latest developments in this cutting edge area of practice?

PROFILES 54 ALB-LexisNexis Managing Partner series: Bill Fazio, Herbert Geer On building an East Coast empire

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58 ALB-Kensington Swan In-house profile: David Becker, International Cricket Council He’s got the job that is the envy of any sportsloving lawyer – and all its challenges alongside

REGULARS 6 DEALS 16 NEWS • Corrs: no merger afoot, says Denton • Modest lawyer salary increases expected, says legal recruiter • G+T and Blakiston Crabb merge in Perth • Another trans-Atlantic merger on cards • Give Japanese investment credit where it’s due, says Blakes partner • LBO, private equity activity offers new hope • Study finds improved market appetite for M&A • Federal Magistrates Court to stay, new Military Court planned

17 19 22 62

UK Report In-house Q&A Appointments M&A deals data

63 Capital Markets deals data

COMMENTARY 21 New Zealand Buddle Findlay 23 Employment law Sparke Helmore

COLUMNS 12 Legal traveller 14 US Report

Copyright is reserved throughout. No part of this publication can be reproduced in whole or part without the express permission of the editor. Contributions are invited, but copies of work should be kept, as Australasian Legal Business can accept no responsibility for loss.

australasian legal business ISSUE 8.6

NEWS | deals >>

Client: Hancock Timber Resource Group

deals in brief

Firm: Freehills Lead lawyers: Peter Butler, Matthew FitzGerald, Michael Back Client: Queensland Government

the multi-component raising by Wesfarmers

Susan Hilliard Mallesons

• Sale represents the first of five asset parcels to be sold in Queensland’s privatisation program. Hancock is a long-term client of Mallesons • Freehills has assisted the Queensland Government on a number of other infrastructure and PPP projects including the Sunshine Coast University Hospital, SEQ Schools PPP project and the Southbank Education and Training precinct, the State’s first PPP project

| EQUITY MARKETS | ►► NUFARM EQUITY RAISING A$250m

Firm: AAR Lead lawyer: Robert Pick Client: UBS AG Firm: Arnold Bloch Leibler Lead lawyer: Jonathan Wenig Client: Nufarm Firm: Baker & McKenzie Client: Nufarm (US counsel)

| DEBT MARKET | ►► RBS TOWER (AURORA PLACE) SALE SYDNEY A$685m Firm: Blake Dawson Client: National Pension Fund (South Korea) Firm: Freehills Lead lawyer: Greg Hing Client: Commonwealth Property Investment Trust • One of the largest property

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transactions concluded post GFC • Deal represents first acquisition of Australian real property by South Korea’s National Pension Fund • Property in question is also home to the Sydney headquarters of Minter Ellison

| ENERGY & RESOURCES | ►► HANCOCK QUEENSLAND PLANTATIONS ACQUISITION OF FORESTRY PLANTATIONS QUEENSLAND A$603m

Greg Hing Freehills

Firm: Mallesons Lead lawyers: Susan Hilliard, Robert Jackson

Firm: Sidley Austin Client: UBS (US counsel) • UBS is the sole underwriter of this A$250m accelerated renounceable entitlement offer which is aimed at both Robert Pick Allens Arthur strengthening Robinson the balance sheet and for growth opportunities • ABL’s Jonathan Wenig also advised on last year’s carsales.com.au IPO, the deal which was widely regarded as breaking the IPO drought • Other major capital raisings AAR has advised upon recently include Rio Tinto (US$15.2bn) and

“The sale was executed within a record timeframe for a transaction of this magnitude and at a sale price above the state’s 0 expectations” Peter Butler, Freehills

| M&A | ►► SCHNEIDER ELECTRIC ACQUISITION OF SCADAGROUP A$200m Firm: Jones Day Lead lawyers: Chris Ahern, Owen Thomas Client: Schneider Electric Industries SAS Andrew

Windybank Firm: Sparke Sparke Helmore Helmore Lead lawyers: Andrew Windybank, James Stevenson, Tina van Epen Client: SCADAgroup, Advent Private Capital

• Purchase price represented a multiple of 11 times forecast EBIDTA for FY10 • Sparke Helmore introduced Advent Private Capital to their client SCADAgroup in 2006, worked with both Advent and SCADA on rollup transactions and advised both parties on the exit

| M&A | ►► MITSUBISHI CONSORTIUM ACQUISITION OF UNITED UTILITIES AUSTRALIA A$225m Firm: Blake Dawson Australasian Legal Business ISSUE 8.6

NEWS | deals >>

www.legalbusinessonline.com

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NEWS | deals >>

Lead lawyers: Ian Williams, Natsuko Ogawa, Damien Roberts Client: Mitsubishi consortium Firm: Minter Ellison Client: United Utilities • Deal sees the acquisition of UKbased United Utilties’ Australian business in a deal comprising A$176m in cash and A$49m in net debt • Continues Blake Dawson’s run of deals involving a Japanese party which include Ian Williams the Asahi– Blake Dawson Schweppes acquisition and the Kirin–Lion Nathan acquisition last year

| M&A | ►► MERIDIAN ENERGY– TRANSFIELD SERVICES INFRASTRUCTURE FUND ACQUISITION OF MT MILLAR WIND FARM A$191m

| JOINT VENTURE | ►► DANONE–MURRAY GOULBURN JOINT VENTURE Firm: Mallesons Lead lawyer: Joshua Cole Client: Danone Firm: Corrs Lead lawyer: Jeremy McCarthy Client: Murray Goulburn • JV to produce yoghurt under the Danone brands for distribution throughout Australia is the first deal which sees a multinational dairy product company enter the Australian market • First deal on which Mallesons has advised Danone • Corrs has advised Murray Goulburn for the past 2 years on various matters including other JVs

| CAPITAL RAISING | ►► MUNGANA IPO A$76m

Ian McCubbin Norton Rose

• Gindalbie Metals has been a client of Clayton Utz since 2005

| M&A | ►► CATALYST INVESTMENT ACQUISITION OF ACTROL PARTS Firm: Allens Arthur Robinson Lead lawyers: Steve Clifford, Richard Gordon Client: Catalyst Investment Managers Firm: Corrs Client: Westpac, CBA

| DEBT MARKET | ►► GINDALBIE METALS CAPITAL RAISING

Firm: Allens Arthur Robinson Lead lawyer: Anna Collyer Client: Meridian Energy

Firm: Clayton Utz Lead lawyer: Mark Paganin Client: Gindalbie

Firm: Freehills Lead lawyers: Philippa Stone, Tony Sparks Client: Transfield Services Infrastructure Fund

Firm: Norton Rose Lead lawyer: Ian McCubbin Client: Ansteel

• Transaction represents the latest acquisition in NZ-owned Meridian’s developing portfolio of renewable energy assets in Australia

• Capital raising comprises a conditional A$112m share placement with joint venture partner and largest shareholder, Ansteel

• Gindalbie is hoping to raise between A$175m-A$206m to finance its share of construction costs in the Karara Iron Ore Project

Firm: Freehills Client: GSA Industries • Transaction involves private equity firm Catalyst acquiring refrigeration and air-conditioner wholesaler Actrol • First leveraged buyout of this nature since Archer Capital’s acquisition of MYOB in early 2009 • Allens Arthur Robinson acted for Archer Capital in the MYOB-Archer transaction

Firm: Clayton Utz Lead lawyer: Brendan Groves Client: Southern Cross Firm: Minter Ellison Lead lawyers: Neal Fearis, Amber Keating Client: Mungana Gold • Deal facilitated the spin-off of Kagara Ltd’s gold assets; Mungana is a company that was incorporated specifically for the spin-off.

• Minter Ellison has acted for Kagara since 2000. Recently, Minters acted for Kagara in relation to its accelerated non-renounceable entitlement offer which raised approximately A$169m and its strategic alliance with Guangdong Foreign Trade Group • Other activity by Minters in Perth includes the Northern Iron Limited and Eneabba Gas Limited IPOs

| M&A | ►► AUSTRALIAN INFRASTRUCTURE FUND CAPITAL RAISING/ AIRPORT ACQUISITION A$80m Firm: Freehills Lead lawyers: Simon Haddy, Amy Goble Client: Australian Infrastructure Fund

• Wind farm sale was part of a broader suite of work undertaken

by Freehills for Transfield which included an A$110m capital raising • Freehills has a longstanding relationship with Transfield; acted on its IPO in 2007

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Anna Collyer AAR

Australasian Legal Business ISSUE 8.6

NEWS | deals >>

Firm: Mallesons Lead lawyer: Jason Watts Client: Credit Suisse (underwriter) • Placement was fully underwritten by Credit Suisse, with funds raised being used to acquire an additional 2.21% stake in Australia Pacific Airports Corporation (APAC) which owns Melbourne and Launceston Airports • Freehills also acted for AIF on its 2009 rights issue • Other equity markets work Freehills has been involved with include recent secondary raisings for Elders, Santos, Woodside and Lend Lease

“After last year’s rush of capital raisings to shore up balance sheets and reduce debt, companies are now looking to raise funds for specific purposes, such as to pursue acquisitions” Jason Watts, Mallesons

| CAPITAL RAISING | ►► SUPERCHEAP AUTO INSTITUTIONAL PLACEMENT

►► YOUR MONTH AT A GLANCE Firm

Jurisdiction

Deal name

Allens Arthur Robinson

Aus

Mirvac acquisition of Westpac Office Trust

383

M&A

Aus

Nufarm equity raising

250

Equity

Aus

Meridian Energy–Mt Millar wind farm purchase

191 M&A

Aus

Supercheap Auto institutional placement

Aus

Catalyst Investment acquisition of Actrol Parts

n/a Private equity, M&A

Arnold Bloch Leibler

Aus

Nufarm equity raising

250

Equity

Baker & McKenzie

Aus

Nufarm equity raising

250

Equity

Aus

Castlemaine Goldfields–Ballarat Gold acquisition

n/a M&A

Aus, Korea

RBS Tower (Aurora Place) sale

685

Aus, Japan, UK

Mitsubishi consortium acquisition of United Utilities

225 M&A

Aus

HRPT Properties Trust–MacarthurCook Industrial Property Fund acquisition

Aus

Castlemaine Goldfields–Ballarat Gold acquisition

n/a M&A

Aus

Gindalbie Metals capital raising

206

Aus

Mungana IPO

76 Equity

Aus

CSG institutional placement

40 Equity

Aus

Catalyst Investment acquisition of Actrol Parts

n/a Private equity, M&A

Aus

Danone–Murray Goulburn JV

n/a JV

Aus

Foster’s Group demerger

n/a Equity

Aus, Korea

RBS Tower (Aurora Place) sale

685

Aus

Hancock Queensland Plantations acquisition of Forestry Plantations Queensland

603 M&A

Aus

Australian Infrastructure Fund capital raising and airport acquisition

Aus

Meridian Energy–Mt Millar wind farm purchase

191 M&A

Aus

Transfield Services Infrastructure Fund capital raising

110

Aus

Catalyst Investment acquisition of Actrol Parts

n/a Private equity, M&A

Aus

Riverside–Boost Juice acquisition

n/a M&A

Aus

Ironbark Asset Management – Patriot acquisitions

n/a M&A

Jones Day

Aus

Schneider Electric acquisition of SCADAgroup

200

Kensington Swan

NZ

Auckland Rail electrification infrastructure contracts

Mallesons

Aus

Hancock Queensland Plantations acquisition of Forestry Plantations Queensland

Aus

Supercheap Auto institutional placement

76 Equity

Aus

Australian Infrastructure Fund capital raising

80

Equity

Aus, Canada

Bradken–Almac Machine Works acquisition

51

M&A

Aus

Danone–Murray Goulburn JV

Aus, US

Healthscope bid

Aus

Mungana IPO

Blake Dawson

Clayton Utz

Corrs Chambers Westgarth

Freehills

Hall & Wilcox

A$76m Firm: Allens Arthur Robinson Lead lawyer: Robert Pick Client: Macquarie Capital Advisors, UBS Firm: Mallesons Client: Supercheap Auto • Proceeds of placement will be used

by Supercheap Auto to fund its acquisition of leading outdoor leisure retailer Ray’s Outdoors • This deal represents another example of an equity raising being used to fund acquisitions

Minter Ellison

76 Equity

Property

86 M&A

80

64

Equity

Property

Equity, M&A

Equity

M&A, private equity Infrastructure

603 M&A

n/a JV 1,820 M&A, private equity 76 Equity

Aus, Japan, UK Mitsubishi consortium acquisition of United Utilities

225 M&A

Norton Rose

Aus

Gindalbie Metals capital raising

Russell McVeagh

NZ

Auckland Rail electrification infrastructure contracts

Sidley Austin

Aus

Nufarm equity raising

250

Equity

Sparke Helmore

Aus

Schneider Electric acquisition of SCADAgroup

200

M&A, private equity

206 64

Equity Infrastructure

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NEWS | analysis >>

ANALYSIS >>

The devil is in the detail

Major reform to the regulation of the legal profession is on the cards – but the details of the legislation are being hotly contested

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ndustry reaction to the AttorneyGeneral’s draft Bill to reform the national legal profession is somewhat reminiscent of the 1999 referendum to create an Australian republic: there is broad support for change, but it is the detail which is proving to be the sticking point.

And, in the best tradition of Australian politics, there is a touch of parochialism and class warfare at play. Hylton Quail, president of the Law Society of Western Australia, has been quoted as saying that while the society supported the idea of a national profession, “Western Australian lawyers [would] not support a scheme where they can be disciplined in Canberra.”

A recent speech by Queensland Chief Justice Paul de Jersey also suggested that large commercial firms had some explaining to do. His Honour expressed concern that the reforms created the potential for interference by executive government in the legal profession, through control of appointees to the new National Legal Services Board.

national coat of arms

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His Honour commented that the impetus for reform seemed to be driven by national law firms, which accounted for only about 12% of Queensland solicitors and said that it would be “unfortunate if the influence of those national and multi-national-based firms brings about a refashioning of the profession to the point where it loses its independence.”

“The Bill... delegates significant powers back to the States but it doesn't mandate who will exercise them" ROBERT MILLINER, MALLESONS As de Jersey himself conceded, this was not the result the large law firms themselves had envisaged. The independence of the profession was one of many concerns expressed by Mallesons CEP and Large Law Firms Group chairman Robert Milliner.

Milliner also said that it was unclear whether the reforms would guarantee

►► KEY ELEMENTS: NATIONAL LEGAL PROFESSION REGULATION REFORM* 1. Creation of new national bodies Establishment of a new National Legal Services Board and a National Legal Services Ombudsman, to oversee regulation of the legal profession and develop uniform national rules.

2. Establishment of an Australian legal profession Admission in one jurisdiction will result in a lawyer becoming an officer of all Supreme Courts; the creation of an Australian practising certificate and a publicly accessible Australian Legal Profession Register.

3. New consumer protection measures Establishment of new powers for the National Legal Services Ombudsman to resolve disputes between lawyers and clients that are exclusively or primarily disputes about service.

There will be a new requirement that law practices must charge no more than ‘fair and reasonable’ legal costs. *Three-month public consultation period on the proposals ends on 13 August 2010

a consistent national regulatory framework. “The Bill at the moment delegates significant powers back to the States but it doesn’t mandate who will [exercise] them or how this will be done,” he said.

A major battleground has emerged over what is seen as a “one size fits all” approach to consumer protection.

The Bill defines a client as “a person to whom or for whom legal services are provided” and does not distinguish between sophisticated commercial clients and private clients. By this definition, it appears that all legal clients will be governed by the same rules and receive the same level of protection under the legislation.

Milliner commented that this system did not recognise the capacity of sophisticated commercial clients to negotiate their own arrangements.

“It’s important that the relationship between sophisticated commercial clients and their law firms is regulated in a way that notes that they have the ability to deal in a contractual sense, as opposed to smaller consumers who are a lot more dependent on the regulatory framework to provide comfort around their rights,” he said.

These issues are set to be ventilated over coming months as industry consultation continues. It is estimated that the reforms will result in over 4,500 pages of industry regulation being slimmed down to approximately 200 to 300 pages – a worthy aim to which no-one has objected. But the devil, as they say, is in the detail. ALB Australasian Legal Business ISSUE 8.6

NEWS | analysis >>

ANALYSIS >>

EMISSIONS T RADING SCH EME PRIVATE EQU ITY TAX RULIN G RESOURCES S UPER PROFIT S TAX

DELAYED DELAYED PENDING

Super tax, super controversy The proposed Resource Super Profits Tax is providing a focal point for an otherwise unremarkable agenda for tax reform

I

f lawyers ever needed reminding of the intimate link between government policy activity and legal work, the arrival of the Federal Labor government in Canberra in 2007 has certainly provided some powerful examples. Elected on the back of a perceived electorate backlash against the Howard government’s ‘WorkChoices’ program, the Rudd government immediately went to work to implement an employment and IR agenda of its own.

The rest, as they say, is history - and it is a rare law firm that has not seen a boost to employment and IR workflows.

ALB has covered this development in previous editions, with stories such as Thomson Playford Cutlers doubling the size of its workplace relations practice over the past year.

Tax lawyers started 2009 wondering if their own version of workflow nirvana was just around the corner – or to be more precise, nirvana for privatepractice lawyers and a nightmare for in-house lawyers. The release of the much-anticipated Henry Review was due and there was a general expectation of root and branch reform of the nation’s taxation laws. However, things did not exactly go to plan.

For reasons best known to itself, the government delayed the release www.legalbusinessonline.com

of the Henry report till April 2010 and the reform agenda subsequently foreshadowed by the government has left most commentators bemused.

HopgoodGanim taxation and revenue special counsel Damian O'Connor summed up the general sentiment, when he described the reform measures known thus as series of “headline tax issues” rather than the fundamental reforms which had been widely expected.

But what is missing in breadth is compensated by sheer controversy.

The turmoil surrounding the Resource Super Profits Tax (RSPT) is causing companies to turn to their lawyers for help.

Blake Dawson Melbourne partner Duncan Baxter said that the mining sector super profitsrelated work – giving advice to boards on Duncan Baxter, Blake Dawson tactics for managing the proposed tax and participation in the consultation process – has seen his already busy team approaching full capacity.

Baxter frankly conceded that if the government had, in addition to the RSPT, implemented the Henry recommendations to anything near their full extent, this would have put

“It's an unusual tax [RSPT].

Conventional tax advice is a piece of the puzzle, but then there is the economic impact and looking at how it shifts the balance of risk between the miner and [government]" DUNCAN BAXTER, BLAKE DAWSON

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NEWS | analysis >>

LEGAL TRAVELLER >>

Sharlene Wellard Partner, Australian Business Lawyers Employment law, Sydney Favourite city to visit on business Brisbane, unless I can find a business excuse to get to New York!

Best restaurant for business lunch Cafe Sydney, Sydney, for views, fabulous food and wellpaced service.

Worst business travel experience As a graduate I had to attend a morning mention in Moree, in rural NSW. I flew in on an early morning flight. The only flight out was in the evening. Diligently thinking about where I could work so I could increase my billable units for the day, I went to the local motel and asked if they had a day rate. The owner politely told me that she was not running “that kind of establishment” and pointed me in the direction of a building without signage just down the street.

Least favourite destination A camel track halfway up Mount Sinai, Sinai Peninsular, Egypt at about 3.30am - my travel documents and money were stolen. The view of the sunrise from the top was phenomenal, however.

Most exotic leisure destination ever visited It’s a toss-up. Varadero, Cuba - sun, sand, salsa dancing and mojitos. Yukon Territory, Canada - winter wonderland, dog sledding, camping in a yurt and lots of local characters.

Most dangerous travel experience White-water rafting on the Zambezi River in Zimbabwe/ Zambia. During the “safety” training we were told that if you find yourself out of the raft and stuck underwater in a whirlpool close your eyes and count to ten. If you open them and you are still stuck, shut them and count again.

If it is dark when you open them a second time you're probably dead! Oh - and get back into the raft as quickly as you can to minimise the risk of a hippo attack.

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a tremendous strain on the team’s resources. “It’s an unusual tax,” he said of the RSPT. “Conventional tax advice is a piece of the puzzle, but then there is the economic impact and looking at how it shifts the balance of risk between the miner and [government].”

There are parallels between business preparations for the RSPT and another famous - but as yet undeveloped - Rudd initiative, in the emissions trading scheme. The ETS may be officially on hold until 2013, but businesses still require advice as to what it may entail for their future operations. Mallesons’ partner Louis Chiam, for example, said the firm’s climate change practice is still active. “For example, if our clients are developing major new projects they still need to allocate the carbon risks,” he said. “We are also doing a lot of work around green buildings and green marketing and we expect those areas to continue strongly.”

That said, however, Blake Dawson’s experience with RSPT queries may reflect the particular mix of clients of that firm. It may be an overstatement to say that law firms have been overwhelmed with client queries on how to prepare for the new tax. David Ryan of Baker & McKenzie said that while his firm has been active in speaking with clients and contributing to the consultation process, he would not expect many queries relating to the practical impact of the tax until further details were known.

A recurring theme in the debate over the proposed mining tax has been that ever-popular business mantra of ‘certainty and a stable operating environment’. This was a theme which Mallesons’ Robert Milliner touched on in March, when he said that the uncertainty Robert Milliner, Mallesons of the government’s plans in relation to key issues such as taxation, banking regulation and emissions trading could affect the decisions of boards to invest the capital which leads to M&A. “Business can handle one or two uncertain factors, but when you get several it becomes difficult to manage risk,” he said then.

David Ryan agrees that the uncertainty surrounding the RSPT is hurting business but he says that it is difficult to generalise about the longer

term impact, which may vary according to the location and nature of each resources project under consideration.

He notes that the tax may, ironically, provoke a spike in M&A if discouraged players decide to sell out.

As ALB went to print, Rio Tinto is reassessing all current and future Australian projects and Fortescue Metals has put the development of its Solomon and Western Hub iron ore projects on hold. The art of predicting whether these announcements are simply political bluster or a genuine portent of future investment trends belongs more in the realm of economic prognostication rather than lawyering.

One perhaps should exercise due caution in interpreting the public statements of mining executives on the subject.

Like good lawyers, David Ryan, Baker & McKenzie their role is to represent the interests of their company – for better or worse. ALB Australasian Legal Business ISSUE 8.6

NEWS | analysis >>

ANALYSIS >>

A new perspective on legal process outsourcing Indian legal process outsourcers have flagged their intention to enter the Australian market – but will the Indian model work in Australia?

“Many of the largest corporate legal departments around the world are embracing innovative solutions such as legal outsourcing to help increase internal efficiencies" DAVID PERLA, PANGEA3

www.legalbusinessonline.com

L

ate last month Pangea3, one of India's largest providers of legal process outsourcing services, became the first India-based legal process outsourcer (LPO) to enter the Australian market after announcing a tie-up with Australian law firm Advent Lawyers. The two organisations will collaborate on the whole spectrum of “junior end” legal work, from contract drafting and revision to compliance and risk management work as well as M&A due diligence, litigation and IP support.

The unique move could serve as a litmus test for other India-based LPOs seeking to grow out of their traditional markets – in the subcontinent, the Philippines, the US and the UK – into Australia.

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NEWS | analysis >>

us report White & Case aim to invade Asia via Moscow White & Case has its sights set on Asia. The US firm plans to expand into the Asia region via Mosow, with plans set in motion to make Moscow a hub for an increased CIS operation.

The firm has already moved London banking and capital markets partners Sven Krogius and Carter Brod to the office and plans to relocate three associates to the office eventually.

SJ Berwin moves on to possible merger with Proskauer Rose Following the breakdown of merger talks with Orrick, SJ Berwin has moved on to Proskauer Rose with suggestions Rose’s funds team is acting as the driving force behind the potential new merger.

Whilst it has been reported that a delegation from SJ Berwin met Proskauer in New York late last month, sources suggest that discussions are still at ‘the very early stages’.

Survey reveals Clifford Chance floundering in the US A recent study providing a range of information on 16 top transatlantic firms has revealed that Clifford Chance’s US partnership has shrunk by 21% over the past five years, highlighting the firm’s struggle to build a successful US practice.

The Transatlantic Elite 2010 survey compiled information on all four of the UK’s largest firms and found that the total number of lawyers in the firm’s US practice (291) is now effectively the same as in 2006. In total, the number of partners has dropped from 75 to 59.

ROUNDUP

Allen & Overy (A&O) is the only other firm of the four that has also experienced a decline – its total number of US partners fell by 12.5%, from 40 to 35, over the past year.

Conversely, Linklaters registered the largest increase in US partner numbers, recording an increase of almost 75% from 19 in 2006 to 33 currently. Freshfields Bruckhaus Deringer is also not faring too badly in the US, with lawyer count on the rise, up by 74% and with 62.5 % growth in its US partnership.

Schroeder, Skinner and Butler back for seconds at Hunton & Williams Three former Hunton & Williams partners recently returned to the firm from its US rival Paul Hastings.

Jeff Schroeder, Larry Skinner and Ellis Butler were partners at Hunton & Williams until 2003 when they left to join Paul Hastings. On returning to their former firm, they will join the global energy project finance team and be based in Washington DC. Another transatlantic merger on cards London-based Denton-Wilde Sapte and Chicagobased Sonnenschein Nath & Rosenthal are in advanced merger talks, with management of both firms recommending to their partners to support the move. Both firms will conduct partnership votes on the matter on 9 June.

The combined firm will be known as SNR Denton and will have over 1,400 lawyers across 18 countries, including Singapore. If approved, the merger will take effect from 30 September.

• US firm Reed Smith has snared seven real estate lawyers from Pepper Hamilton. The new recruits – four partners and three associates – will join Reed Smith’s real estate practice in Pittsburgh, along with two paralegals and five support staff.

• SJ Berwin has been left with just one partner in its German EU and competition team following the loss of its German head of EU and competition (Alexander Rinne) to Milbank Tweed Hadley & McCloy. Rinne will assist Milbank Tweed Hadley & McCloy to launch its own European anti-trust practice.

14

David Perla, co-CEO of the Mumbaibased Pangea3, said that clients' willingness to explore cost-effective augmentations to the traditional in-house lawyer/external counsel relationship in light of the financial crisis makes Australia an obvious choice.

“For the past five years we have seen a transformation in the US and European legal industry,” he said.

“Many of the largest corporate legal departments around the world are embracing innovative solutions such as legal outsourcing to help increase internal efficiencies. The Australian legal market is experiencing similar pressures to the US and European markets [and] corporations are demanding better value and cost containment.”

Pangea3 says it is also helping the in-house legal departments of Australian companies to integrate legal technologies and offshore “legal talent solutions” into their own processes. But despite Perla's enthusiasm, other LPOs with much more on-the-ground experience in Australia have stated that cracking the local market is easier said than done.

CPA Global is one such LPO. The company, which has been in Australia (Sydney) since 2002, had been handling mostly IP filings until it recently broadened its offering to incorporate transactional, contract and litigation support work. Asia-Pacific senior manager, Eve Johnson, said that while LPO can deliver cost savings of Eve Johnsen, CPA Global 80% when compared to the hourly charge-out rates of large law firms, the broader Australian market, including in-house legal departments, remains cautious about the idea.

“They are very head-in-the-sand about this sort of stuff in Australia,” she says, pointing out that for LPO to really take off in Australia, corporates will need to force the larger law firms into more flexible billing, in turn forcing the firms to seek LPO solutions to lower their costs. This, she says is how LPO took off so rapidly in the UK. Australasian Legal Business ISSUE 8.6

NEWS | analysis >>

The future

Even if corporate Australia does force the hand of larger law firms, there is in fact no guarantee that they would look to LPOs as the solution. A recent ALB survey found that a majority of GCs and in-house lawyers in Australia and New Zealand expressed reservations about either using LPO themselves or having their external legal advisors use such services. The risks to privacy, quality and confidentiality that so often accompany the use of LPO were gambles that few were prepared to take.

“The Australian legal market is experiencing similar pressures to the US and European markets [and] corporations are demanding better value and cost containment" DAVID PERLA, PANGEA3 An alliance with a local operation may be the answer. Under its arrangement with Advent Lawyers, Pangea3 is able to leverage its ability to offer access to a seemingly unlimited

www.legalbusinessonline.com

pool of workers in the subcontinent while leveraging Advent's local contacts and knowledge of local conditions. And LPO providers would do well to look at the strategies already being employed by firms such as Advent and also the Perth-based Balance Legal. Both of these firms have pioneered costeffective alternatives to the traditional delivery of legal services through the use of secondments: the placement of lawyers of varying levels of seniority with clients for fixed periods of time to help them deal with increases in workload.

Since opening for business, both Advent and Balance have built up both impressive client lists that include some of Australia's largest companies and a reputation in the local legal services market for efficiency, accuracy and excellence. The latter, in particular, is something that many LPOs crave but few have obtained. Perhaps the model espoused by Advent and Balance is not “outsourcing� in the conventional sense. It does, however, demonstrate that the traditional LPO model is not necessarily the only answer to the resourcing pressures that in-house legal departments and law firms experience. ALB

15

NEWS >>

AUSTRALIA >>

Corrs: no merger afoot, says Denton

C

orrs chief executive officer John Denton has issued an unequivocal denial that his firm is in merger talks with any other firm. The denial comes following industry speculation that merger talks were in progress. ALB had also received unconfirmed reports that Corrs was slimming down its partner ranks John Denton, in preparation for a Corrs merger.

“Corrs is not in merger discussions with any Australian or international law firm,” said Denton in a statement.

“Our current priority and focus is targeted organic growth. We will continue to recruit market-leading practitioners and promote internally to assist this growth. Many partners who see Corrs growing while their firms try to shrink are approaching Corrs directly.” According to figures from the annual ALB 30 survey, the Corrs partnership has shrunk marginally over the past 12 months, although at the

time of printing no revenue comparisons were available.

Denton went on to comment that his firm’s key competitors were too big to be attractive targets to overseas suitors.

“We are clearly attractive to a number of firms as a potential merger target, given our partner and staff quality, our client relationships, unique Asian

“Corrs is not in merger discussions with any Australian or international law firm” JOHN DENTON, CORRS

INDUSTRY >>

Modest salary increases expected, says recruiter

L

awyer salary increases of between 3-5% can be expected this year in most Australian markets, according to a new study. It found that the employment market for lawyers had improved, with the most noticeable change being an increase seen in demand in specialist areas such as property, corporate, commercial, and particularly banking & finance.

Meanwhile, the study foreshadowed

that salary pressures would return to the New Zealand market but did not specify a timeframe for this to occur.

The study observed that demand within the NZ in-house market had increased, particularly within the financial services and utilities industries, as well as the government sector.

The study, by Hays Legal, said that this trend was driven by increased risk and compliance measures ALB

►► PRIVATE PRACTICE SALARIES – TOP TIER Jurisdiction

2 PAE $,000

3 PAE $,000

4 PAE $,000

5 PAE $,000

6 PAE $,000

Senior Associate

Salaried Partner

Equity Partner

NSW-Sydney

90

105

120

135

150

200

250+

750+

VIC-Melbourne

93

103

118

136

152

191

300+

700+

QLD-Brisbane

80

90

100

120

130

160

250+

500+

WA-Perth

80

90

100

120

135

160

250+

500+

ACT-Canberra

68

75

90

110

125

145

200+

400

New Zealand

62

74

90

105

110

120

150+

300+

►► IN-HOUSE SALARIES Jurisdiction

2 PAE $,000

3 PAE $,000

4 PAE $,000

5 PAE $,000

6 PAE $,000

General counsel $,000

NSW-Sydney

75-90

80-105

95-130

110-155

120-170

180+

VIC-Melbourne

67-82

82-110

90-125

100-150

120-160

160+

QLD-Brisbane

60-85

75-105

90-125

110-140

120-160

150-200+

WA-Perth

65-82

70-103

80-124

100-155

110-175

150+

ACT-Canberra

65-80

75-90

90-120

100-130

110-150

150-200

New Zealand

60-80

70-95

80-115

90-130

100-140

130+

Source: Hays Legal recruitment. Note: Salary shown is total package including superannuation, benefits and professional memberships. Equity partner salary is representative of profit drawing plus base and superannuation. New Zealand salaries are represented in NZ dollars and exclude superannuation. In-house lawyers in financial services would receive a bonus, not included in packages indicated.

16

Australasian Legal Business ISSUE 8.6

NEWS >>

►► CORRS CHAMBERS WESTGARTH LAWYER HEADCOUNT Year

Lawyers

Partners

Total

June 2010

396

110

506

June 2009

400

116

516

expertise, size and business position.”

Rumours relating to prospective mergers have been rife lately – Mallesons chief Robert Milliner was last month forced to send a firm-wide email to quash speculation arising from a story in the Australian Financial Review which implied that a Mallesons merger was imminent. Milliner said that, despite the “excitable” tone of the article, no merger was imminent. ALB AUSTRALIA >>

G+T strikes alliance with Blakiston & Crabb

G

ilbert+Tobin and Perth-based law firm Blakiston & Crabb have agreed to enter a strategic alliance, with immediate effect. The alliance was initiated by G+T managing partner Danny Gilbert. Blakiston & Crabb managing partner Michael Blakiston said that he hoped the alliance would attract market-leading work and major commercial transactions from national and international clients.

Danny Gilbert said the alliance provided opportunities to develop expertise in the resources sector – and also attract Chinese investors. “[It] will provide corporate and competition practice opportunities in acting for resources companies and resources projects where we don’t have our own internal resource capacity.” ALB

uk report Kennedys backtracks on bonus ban Kennedys told lawyers last year that they would no longer receive a bonus package, but the firm recently changed its mind and will now offer bonuses at the end of the financial year.

However, only those lawyers who have been with the firm for more than a year and have billed more than 110 % of their billing target will be considered for the bonus award.

offices in February last year, yet recruited in force within the same period – with its biggest hire of 20 staff in finance.

Similarly at A&O, around 400 staff were slashed from the firm by the end of April 2009.

It went on to welcome approximately 46 new recruits after raiding the offices of Clayton Utz earlier this year to set up its Australia practice, and also recruited eight partners in the UK.

Latham & Watkins and Allen & Overy top the tables for lateral hires Latham & Watkins and Allen & Overy (A&O) have made the most lateral hires during the past three years, according to a recent study. The Transatlantic Elite 2010 survey, which published a range of information on 16 top transatlantic firms, revealed that the two law firms above have been most active in the recruitment market.

They had made a total of 48 and 46 lateral hires respectively, from January 2008 to the present.

This is surprising, given that both firms are also likely to have made the most redundancies over the past two years. Latham announced plans to make 190 associates and 250 paralegal and support staff redundant across its global

Camerons seal deal to outsource all business support functions CMS Cameron McKenna will soon outsource its entire business support function, following the tie-up of a £600m deal with Integreon. The firm will be the first to have IT, HR, finance, business development, communications, knowledge management, facilities management and administration services outsourced.

Although Camerons will help Integreon develop its new service, the firm will not be putting any equity into the project. The two parties will undertake a three-month due diligence process, and Camerons will sublet a floor of its City HQ to Integreon, and transfer as many as 200 support staff into the newly created service centre.

Further analysis of this alliance will appear in issue 8.7

ROUNDUP

• Two partners from Thomas Cooper’s Paris office recently left the firm to launch a five-lawyer shipping boutique which will advise on French and English law for shipping, international trade and insurance matters, as well as assisting clients in Francophone Africa • Clifford Chance has promoted 22 lawyers to partner from 14 jurisdictions – five more were made up than last year. Three of the new partners will be based in New York • Gary Senior has been re-elected for a third term as London managing partner at Baker & McKenzie.

Senior first took on the managing partner role in 2003 and is nearing the end of his second threeyear term. His third term will begin in September www.legalbusinessonline.com

17

NEWS >>

news in brief >>

INDUSTRY >>

MALLESONS AND ALLENS ATTAIN FAIRTRADE STATUS Allens Arthur Robinson and Mallesons have become accredited as Fairtrade workplaces. This commitment involves inter alia an undertaking to source all coffee and tea for clients and staff from suppliers who have been accredited as meeting international Fair Trade standards. These standards are designed to correct the power imbalance between developed and developing countries by seeking to ensure that developing countries receive a fair price for their exports.

MINTERS IN MOOTED A$1.82BN HEALTHSCOPE PRIVATE EQUITY DEAL Minter Ellison is advising private hospital and pathology services provider Healthscope on its much-publicised A$1.82 bn takeover offer from an undisclosed private equity consortium, reportedly comprised of TPG, Carlyle and Blackstone.

Latest reports indicate that Healthscope will allow the bidding consortium to conduct due diligence on the company. The bid is sure to rekindle hopes of a private equity-fuelled M&A resurgence for the legal profession.

Meanwhile, the Australian Financial Review has reported that private equity giant Blackstone is poised to open its first Australian office in Sydney.

ANOTHER DAY, ANOTHER OFFICE FOR SLATER & GORDON Having announced new office openings in Albury/ Wodonga and Townsville, the latest venture for listed firm Slater & Gordon is a permanent office in Frankston. This brings the firm’s total number of offices in Victoria to 12, with several visiting services in regional areas. Last year Slater & Gordon was named as one of Australasia’s fastest growing law firms in the ALB Fast 10 survey and the firm’s rapid growth appears to be continuing in 2010.

PRIVATE EQUITY TAXATION RULING DEFERRED A much anticipated ATO ruling on whether private equity sale profits should be subject to income tax or capital gains tax liability has been deferred.

The decision, which will have major implications for private equity activity, was originally expected in May. However, the ATO has not given a timeframe for the release of the draft decision.

HOLDING REDLICH LAWYER STARTS OWN FIRM Holding Redlich solicitor Steve McAuley has departed to start his own eponymous firm in Sydney’s West. Parramatta-based firm McAuley Lawyers will specialise in a broad range of areas including commercial law litigation, construction and insolvency.

18

Another trans-Atlantic merger on cards

T

he partnerships of Londonbased Denton Wilde Sapte and Chicago-based Sonnenschein Nath & Rosenthal have voted in favour of a merger. The vote follows unanimous recommendations from the management boards of both firms that the merger proposal be accepted. The merger takes effect from 30 September 2010.

The combined firm, to be known as SNR Denton, will have over 1,400 lawyers across 18 countries, although the absence of any substantial Asia presence is conspicuous. Sonnenschein

has no Asia offices and Denton Wilde’s Asia presence is limited to Singapore.

This may well provide an opening for a third firm with a strong Asia-Pacific presence to join the merger.

Coming on the heels of the LovellsHogan & Hartson union, the SNR Denton merger again supports the theory that the Trans-Atlantic, rather than the Asia-Pacific, is where the next battery of major mergers will occur.

Nonetheless, Australian firms continue to report receiving overtures from overseas suitors. ALB

M&A >>

Study finds improved market appetite for M&A

A

new survey by Ernst & Young has found that Australian companies are more likely to consider mergers, acquisitions or divestments than they would have six months ago.

Of the survey pool of Australianbased executive respondents, 45% said that they intended to engage in M&A activity in the next six months. The corresponding figure six months ago was 29%. However, opinion was divided on whether market liquidity had improved over the past six months, with only about half of the survey

group assessing the conditions as having improved.

The findings of the Ernst & Young study reflect the cautious optimism of the legal profession which has observed incremental signs of improvement in the level of market activity over recent months. However, this study predates the latest convulsions over the European debt crisis and may only offer limited guidance as to market intentions, if the present jitters prove to be indicative of a longer term malaise in the industry. ALB Australasian Legal Business ISSUE 8.6

NEWS >>

JAPAN >>

Give Japanese investment credit where it’s due, says Blakes partner

>>

integrity legal

B

lake Dawson and Minter Ellison have advised on the A$225m acquisition by a Mitsubishi-led consortium of United Utilities Australia in a deal which Blake Dawson partner Ian Williams says exemplifies recent trends in Japanese-Australia investment. Williams said that infrastructure, consumer goods and financial services were proving to be of particular interest to Japanese investors of late. However, he noted that Japanese investment is often overlooked by the media. “Japan has been in Australia for a long time with joint ventures – for example, you have massive expansions of existing mines but these often are not deemed newsworthy – of course China raises more controversial issues with SOEs and FIRB approvals,” he said.

In perhaps what is a market acknowledgement that there is more to M&A than Chinese investment, the A$3.3bn KirinLion Nathan acquisition won the award for ALB M&A deal of the year at the 2010 ALB Law Awards, an accolade which has particularly pleased Blake Dawson. “We’ve Ian Williams, Blake Dawson had a focus on Japan for 15 years now – we recruit partners who have lived there and staff who have had some connection with Japan,” said Williams, who himself spent five years working for a Japanese steel company. The firm has seen a 20% increase in Japan-related transactional work over the past five years and is expecting “incremental” increase to flow from its new Tokyo office. “A lot of Japanese companies have their head offices outside of Tokyo, so they are hard to access purely on a fly in, fly out basis,” observed Williams. ALB

IN-HOUSE Q&A

BILL LEONIDA

Counsel and head of legal, commercial, technology & intellectual property group

The Westpac Group

1

Why have In-house lawyers become an increasingly indispensible part of an organisation?

It wasn’t that long ago that lawyers were engaged only when something went wrong or if a signoff was required at effectively the end of a transaction. As organisations have become increasingly aware that many problems can be avoided and better business outcomes can be achieved if lawyers are brought in early, the role of the lawyer has evolved from being less reactive to more proactive. Lawyers are now prominent facilitators for their business clients as well as the more traditional risk identifiers and contract drafters. Their role is also expanding from being participants in selective high-legal-risk areas to educators of the business.

The growing trend for the general counsel to be a direct report of the CEO is further recognition of these facts. The in-house lawyer is now a key stakeholder – rather than a support function. To add value to the organisation, the legal function must now partner with the business and understand its commercial objectives. In fact, this is something we measure when we survey our business partners.

This enhanced role is integral to our culture and attracts lawyers with local and international experience, as they appreciate the opportunity provided to influence business outcomes. This partnering role opens up opportunities also for those interested to move into pivotal business roles.

2

In recent times, the role of the general counsel has diversified into a multi faceted role where the in-house counsel can wear the hat of lawyer, legal manager, compliance manager and company secretary. Do you believe this has increased your risk profile?

The multi faceted role of the in house counsel has increased the challenges in identifying and managing the risks. Effective business partnering within the boundaries of the legal role brings counsel into a wider range of levels of involvement, where it is more difficult to avoid or even more tempting to wear a business hat instead of a legal one.

The in-house counsel role of risk evaluator and adviser within the context of a business imperative has its own special challenges – including in the area of maintaining privilege. It is also one of the reasons, however, why this role is so satisfying.

3

What do you consider to be the main challenges you and the commercial, technology and intellectual property team face in 2010?

My team’s focus is on strategic investment priorities and increasingly larger, more complex and linked transactions, designed to support the strategy of a multi-brand operating model that has a multi-jurisdictional flavour.

This focus brings the challenge to grow the team to have the range and capacity to continue to deliver great outcomes in Australia, as well as overseas.

A greater sophistication of client management skills is required to achieve the required outcomes with no compromise of quality or risk management.

These challenges bring with it a great opportunity for my team and our external advisors.

www.legalbusinessonline.com

19

NEWS >>

news in brief >> NEW UNIFORM ARBITRATION LAWS ON FOOT The Standing Committee of Attorneys-General has agreed to adopt uniform national laws on domestic arbitration. A new Model Commercial Arbitration Bill will align state and territory arbitration laws and provide business with an alternative to litigation that reflects international best practice.

The move was welcomed by Doug Jones, president of the Australian Centre for International Commercial Arbitration and also a Clayton Utz partner. Jones said that the decision would position Australia favourably in the global business arena. “International investors want to avoid the uncertainty of litigation in a foreign court system with the associated lack of familiarity over processes and in some cases excessive time and costs,” he said .

Jones has recently also been appointed to serve a five year term on the London Court of International Arbitration. He will continue with Clayton Utz during his tenure on the LCIA. This appointment follows last month’s announcement that Freehills partner Bronwyn Lincoln had been appointed a councillor of the LCIA. NEW ONLINE DATAROOM SERVICE TO TARGET AUSTRALASIAN FIRMS E.law Asia Pacific, a provider of software and solutions to law firms, has launched a new virtual dataroom software product, known as Secure Dataroom. Hosted locally in Australia, this web based software maintains an audit trail of all document access and changes to meet corporate and regulatory compliance objectives.

Access rights are applied to documents saved in the dataroom and protect the documents even after they have been downloaded to the users’ local computers.

Users are not required to install any plug-ins.

M&A >>

LBO, private equity activity offers new hope

A

recent transaction whereby private equity firm Catalyst Investment acquired refrigeration and airconditioner wholesaler Actrol brings renewed hope for future transactional activity, according to Allens Arthur Robinson partner Steve Clifford.

“It is the first LBO of its kind in Australia since early 2009,” he said.

“This transaction marks a positive sign that the debt markets are beginning to thaw and private equity may be reviving post-GFC.” Also involved in the deal were Freehills, who advised vendor GSA Industries and Corrs Chambers Westgarth, who advised the lenders, Westpac and CBA. Foreign private equity companies are also showing an interest in Australia.

US-based private equity firm The Riverside Company recently took a

majority stake in the Boost Investment Group, with Boost being advised by Melbourne firm Hall & Wilcox.

Partner Bruce McFarlane said that his firm had seen a number of

“This transaction marks a positive sign that the debt markets are beginning to thaw” STEVE CLIFFORD, AAR significant private equity transactions in the mid-market and that since the GFC, he had seen an increase in overseas investment in Australia. Hall & Wilcox has had a strong relationship with Boost, extending back to the time when former Boost Juice GC Kristie Piniuta, who is now a Hall & Wilcox senior associate, joined the firm. ALB

GOVERNMENT >>

NEW LITIGATION FUND SEEKING TO FLOAT Litigation funder and law firm LegalFund will seek to raise A$6m in a planned float which would see the company become Australia’s second listed litigation funder, after IMF. LegalFund intends to offer litigation funding agreements in return for an approximate 30% share of amounts recovered.

MELBOURNE FIRM DEMERGES Melbourne firm Lovegrove & Lord Lawyers have demerged as of 1 June, and will operate as two separate entities: Lovegrove Solicitors and Lord Commercial Lawyers. Partner Kim Lovegrove, who was managing partner of the previous entity, has foreshadowed plans to target construction work from New Zealand clients.

20

Federal Magistrates Court to stay, new Military Court planned T he Federal Magistrates Court will be retained under a new shake-up of the federal court system. The move ends months of speculation that the FMC would be abolished and its role absorbed into the Federal Court and the Family Court of Australia. However, the FMC will be reduced in size and federal magistrates undertaking family law work will also be offered commissions on the Family Court bench.

Federal Attorney-General Robert McClelland and Defence Minister Senator John Faulkner have also announced plans to establish a new federal court, the Military Court of

Australia. The new court replaces interim measures put in place following a High Court decision last year, which invalidated the Australian Military Court established by the Howard Government.

McClelland said that judicial officers appointed to the new Military Court of Australia will have the same independence and constitutional protections that apply in other federal courts. It is anticipated that legislation to establish the new Military Court will be introduced to Parliament this year, with a view to the new court commencing operation in late 2011. ALB Australasian Legal Business ISSUE 8.6

Firm Profile

NEWS >>

Buddle Findlay

NZ COMMENTARY

The changing face of aviation finance in New Zealand and Australia: The Cape Town Convention and Aircraft Protocol

T

he New Zealand government has announced its intention that New Zealand become a party to the Convention on International Interests in Mobile Equipment (Cape Town Convention) and the associated Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (Protocol).

The adoption of the Cape Town Convention and the Protocol is intended to improve financial security for participants in cross-border transactions involving high-value mobile equipment such as aircraft. It is intended that the resulting reduction in risk will lead to reduced financing costs for New Zealand airlines on major financing transactions.

US Ex-Im Bank already offers a discount on its exposure fee for financing in relation to assets covered by the Cape Town Convention.

The Cape Town Convention and the Protocol allows financiers and lessors to register their interests in mobile aircraft equipment on an international register called the International Registry of Mobile Assets (IR). The IR is a 24 hour online priority-based register based in Dublin. Registration gives an interest priority over other interests in the same equipment that have either been registered later in time, or not at all. The parties can vary priorities by registering subordination arrangements at the IR. Registration (and any amendment to it, including subordination of priority arrangements) is subject to prompt electronic consent received from all relevant parties.

www.legalbusinessonline.com

In addition, the Cape Town Convention and the Protocol offer consistent legal remedies that will apply globally as amongst the Contracting States. Such remedies include a right to remove an aircraft from a national civil aircraft register and export it from that jurisdiction.

In New Zealand, the Civil Aviation (Cape Town Convention and Other Matters) Amendment Bill was introduced to Parliament on 31 May 2010 after consideration by the Transport and Industrial Relations Select Committee.

The Bill amends domestic legislation, including the Civil Aviation Act 1990 and the Personal Property Securities Act 1999, as well as some company, insolvency, and statutory management legislation to enable New Zealand to accede to the Cape Town Convention and the Protocol.

A particular area which has received significant global attention in respect of the adoption of the Cape Town Convention is the inter-relationship between existing national security interest registers such as the New Zealand Personal Property Securities Register and the IR. Contracting States have taken different approaches to this issue. The New Zealand approach, as set out in the Bill, simply provides for the paramountcy of the Convention over any other New Zealand law to the extent that the Cape Town Convention or the Protocol applies to a matter to which the relevant New Zealand law applies or does not permit the application of the other law.

In Australia, neither the Cape Town Convention nor the Protocol has been ratified. However, it has been

noted in the Exposure Draft and Commentary to the Personal Property Security Regulations that the Australian government is considering whether to accede to the Cape Town Convention. As part of the reform of Australia’s personal property securities law the Australian government has considered the impact of the Cape Town Convention in the event that it accedes to it and the Protocol at a later date. Consequently, in the Exposure Draft it was noted that adoption of the same definitions for certain items, such as “aircraft engine”, “airframe” and “helicopter” as used in the Cape Town Convention, would be advantageous.

This article is written by Frank Porter and Anna-Louise Oliver in the Auckland office of Buddle Findlay, one of New Zealand’s leading law firms.

Frank is a senior partner and is one of New Zealand’s leading aircraft financing and leasing lawyers.

Frank can be contacted by phone: +64 9 358 7016 or email: frank.porter@buddlefindlay.com

Frank Porter, Buddle Findlay

Anna-Louise is a solicitor who advises on aircraft financing and leasing matters. Anna-Louise can be contacted by phone: +64 9 363 0672 or email: anna-louise.oliver@buddlefindlay.com Anna-Louise Oliver, Buddle Findlay

21

NEWS >>

APPOINTMENTS ►► LATERAL HIRES Name

Practice areas

Organisation going from

Organisation going to

Andrew Whitelaw

Construction

Rigby Cooke

TressCox

Carol Lee

Health

TressCox

Cooper Grace Ward

Kate Marshall

Technology

Clayton Utz

Middletons

Neil Millar

M&A, private equity

Kensington Swan

Minter Ellison Rudd Watts

Paul Ronfeldt

Employment

Russell Kennedy

Thomson Playford Cutlers

Paris Petranis

Corporate/ Commercial

Clayton Utz

Middletons

Stacey Shortall

Litigation, insolvency

Paul Weiss

Minter Ellison Rudd Watts

Rigby Cooke

TressCox

TressCox lures Rigby Cooke construction team TressCox has expanded its Melbourne office, recruiting a team of three construction lawyers from Rigby Cooke, bringing the firm over 30 years of combined industry experience. The new recruits are partner Andrew Whitelaw, consultant Bryan Thomas and solicitor Lucy Fitzpatrick. Melbourne law firms have recently reported signs that activity in front-end construction is beginning to gain traction.

22

TressCox

Hall & Wilcox

Gadens

Cooper Grace Ward

Cooper Grace Ward boosts health law team It’s a case of win some, lose some for TressCox this month, as health law expert Carol Lee has moved across to Cooper Grace Ward. Lee has 15 years of experience in personal injuries litigation and more than a decade of these years has been spent purely in the area of health law and medical negligence claims.

Also joining Lee at CGW are special counsel Kalina Pyra and senior associate Kate McIntyre.

Hall & Wilcox sees promise in real estate work, recruits Gadens partners Gadens partners Natalie Bannister and John O’Kane have made the move to Hall & Wilcox. Bannister specialises in environmental and planning law with a focus on resources, while O’Kane’s primary area of expertise is front- and back-end construction work, with a particular focus on health-related developments such as hospitals.

Managing partner Tony Macvean told ALB that he was optimistic about workflows in his firm’s real estate practice, and said that the potential for work covered the full spectrum of activity – from front-end to back-end and from residential to commercial. “We have perceived a fair bit of activity in the market and there are opportunities out there,” he said.

Clayton Utz

Middletons

Middletons hollers for a Marshall Ex-Clayton Utz technology expert Kate Marshall has joined Middletons. Marshall’s practice is primarily concerned with negotiating and drafting agreements, intellectual property management including copyright,

Kate Marshall

Australasian Legal Business ISSUE 8.6

NEWS >>

trademark and patent advice work and negotiating and drafting technology contracts.

Clayton Utz

Middletons

A touch of Paris in Melbourne for Middletons Clayton Utz senior associate Paris Petranis has joined the Melbourne office of Middletons as a partner.

This is the second move from Clutz to Middletons this month, following the recruitment of Kate Marshall.

Petranis has joined the corporate & commercial group and has a focus on the life sciences/health and aged care sector. Middletons managing partner Nick Nichola said the appointment was “a response to the increasing demand for legal services in the life sciences sector, particularly in the health, agedcare and pharmaceutical industries.”

Russell Kennedy

Thomson Playford Cutlers

New workplace relations partner for Thomson Playford Thomson Playford Cutlers’ workplace relations practice has doubled in size over the last year and the latest addition is partner Paul Ronfeldt, who joins the firm’s Melbourne office from Russell Kennedy. Ronfeldt will be a member of a five-partner national team. His appointment follows the recruitment of partner Karl Luke to the Adelaide office in December.

The host of legislative changes introduced by the Commonwealth government this year is expected to continue to boost the workflows of employment and workplace relations practices across Australia.

Kensington Swan

Minter Ellison Rudd Watts

Ex-Kensington Swan partner resurfaces at Minters Neil Millar, one of a series of recent partner departures from Kensington Swan, has joined Minter Ellison Rudd Watts. Millar, who has particular Neil Millar expertise in M&A and private equity matters, had previously spent several years at UK law firm McGrigors before www.legalbusinessonline.com

joining Kensington Swan in 2003.

Minters has been active in the recruitment stakes of late. Recent hires have included ex-Clifford Chance TMT partner Alison Lindsay. The firm recorded double-digit revenue growth last year, although managing partner Mark Weenink described this year’s progress as “steady rather than spectacular.”

Chapman Tripp

Promotions at Chapman Tripp Chapman Tripp has announced 11 new senior appointments, comprising four new senior solicitors and seven new principals, spanning the full range of practice areas.

A principal is the antecedent role to becoming a partner and Chapman Tripp principals have a minimum of eight years’ legal experience.

They work as de facto partners to oversee their teams and ensure the effectiveness and cost of work undertaken. The new principals are Geoff Bevan, Mark Burton, Jon Healey and Michael Moyes in Auckland; and Nicky McIndoe, Chad Morgan and Tim Smith in Wellington CLANZ

New president for CLANZ The Corporate Lawyers Association of New Zealand has a new president following the Jeremy Valentine association’s annual conference last month. ANZ Associate General Counsel Jeremy Valentine has taken over the president’s role which was previously occupied by Fisher & Paykel’s Rebecca Holbrook. Valentine previously served as Vice President on the CLANZ executive committee.

Anthony Harper

Anthony Harper has announced the appointment of Mike Parker as a partner in the firm’s growing banking, finance and insolvency team. Parker joined AH in 2007, having spent five years as property finance manager for BNZ, one of New Zealand’s major banks. Managing partner David Gould said that Parker’s appointment reflected increased demand for the firm’s specialist banking services.

UPDATE >>

Employment Law Dismissals for theft, safety breaches and deliberate misconduct found unfair

T

hree recent decisions of Fair Work Australia have found that dismissals for misconduct have breached unfair dismissal laws. The following cases highlight that employers need to follow proper procedures and to consider all of the circumstances, even in the event of serious misconduct.

1. Dismissal for theft was unreasonable

A manager at a transport company was summarily dismissed for stealing from his employer to fund social events. Fair Work Australia found that the employee had been ‘deliberately dishonest’ and that he had ‘conspired to defraud’ his employer. Nevertheless, an inadequate and inequitable investigation meant that the dismissal, while ‘inevitable’, was unreasonable.

In particular, the employer was criticised for: • failing to take action against two other employees involved in the misappropriation of funds; and • conducting a cursory investigation that relied heavily on the information provided by the other employees implicated in the misconduct.

2. Dismissal for safety breaches was harsh – ‘personal circumstances’ were relevant

Fair Work Australia found that an employee’s repeated failure to wear safety glasses, and his abusive response to managements’ directions to do so, amounted to ‘relatively serious misconduct’ but that the resultant dismissal was harsh.

The decision focused heavily on the employee’s personal circumstances and the ‘disastrous’ effect that the dismissal would have on his life. In this regard, the tribunal noted that he was 44 years of age, had no qualifications, two young children and a mortgage, and that his wife suffered from depression and did not earn a large income.

Taking these factors into account, Vice President Lawler found that the employee should have been warned that a failure to wear safety glasses could result in disciplinary action. Given the employee’s genuine contrition shown at the hearing, the employee was reinstated.

3. Dismissal for deliberate misconduct was harsh

In this matter, a senior member of staff at a leagues club with 33 years of service was summarily dismissed for e-mailing documents containing clearly commercially sensitive information to her husband, who worked for a competitor.

The Commissioner accepted that the action was deliberate misconduct, a breach of the employer’s policies, and had the potential to cause serious harm to the business. However in finding that the conduct was not serious misconduct, the Commissioner noted that the employee had not intended to harm her employer but was attempting to assist her husband with his work.

Accordingly, given the employee’s length of service, the dismissal was harsh and the employer was ordered to pay 12 weeks pay in compensation.

4. Lessons learnt

Instances of dishonesty, theft and deliberate misconduct are valid reasons for termination. However the concept of ‘fairness’ requires more from employers. The above cases illustrate the need to: • conduct a proper investigation; • treat staff equitably; and • consider any mitigating circumstances (including, potentially, an employee’s personal circumstances).

Inevitable, justified and understandable dismissals may still be deemed unfair.

Roland Hassall, partner, Sparke Helmore Lawyers For further information please contact roland.hassall@sparke.com.au

Roland Hassall

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EVENTS | China Law Awards >> Australasian Law Awards 2010 >>

AUSTRALASIAN 2010

►► DEAL AWARDS CATEGORIES Awards

Winners

Insolvency & Restructuring Deal of the Year Project Finance Deal of the Year Debt Market Deal of the Year

ABC Learning Centres receivership PNG LNG Project Alinta Energy Group restructure China Minmetals - OZ Minerals acquisition Rio Tinto capital raising Kirin - Lion Nathan acquisition Pip Greenwood, Russell McVeagh Nic Tolé, AAR Russell McVeagh – capital markets team Allens Arthur Robinsonequity markets team Fisher & Paykel recapitalisation Rio Tinto capital raising

Energy & Resources Deal of the Year Equity Market Deal of the Year M&A Deal of the Year NZ Dealmaker of the Year Australian Dealmaker of the Year NZ Deal Team of the Year Australian Deal Team of the Year NZ Deal of the Year Australian Deal of the Year

►► IN-HOUSE AWARDS CATEGORIES Awards

Winners

Banking & Financial Services Inhouse Team of the Year Insurance In-house Team of the Year Investment bank In-house Team of the Year NZ In-house Team of the Year Australian In-house Team of the Year In-house Lawyer of the Year

ANZ Banking Group QBE Insurance UBS ANZ National Bank Telstra Deborah Marris, general counsel, ANZ Bank

►► FIRM AWARDS CATEGORIES Awards

Winners

Insurance Specialist Firm of the Year IP Specialist Firm of the Year International Firm of the Year

DLA Phillips Fox Davies Collison Cave Skadden Arps Meagher & Flom Finlaysons Lavan Legal McCullough Robertson Mills Oakley Henry Davis York Gilbert+Tobin

Adelaide Firm of the Year Perth Firm of the Year Brisbane Firm of the Year Melbourne Firm of the Year Sydney Firm of the Year Enhancement of the NSW Legal Profession Innovative Use of Technology Corporate Citizen Firm of the Year CSR Firm of the Year Managing Partner of the year

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Mallesons Stephen Jaques DLA Phillips Fox Mallesons Stephen Jaques Gavin Bell, Freehills

T

he annual ALB Law Awards are very much a reflection of the times – or to be more precise, a reflection of the preceding year. In a time of improved economic optimism, (let’s keep those fingers crossed that the rumblings of discontent emanating from Europe and the US over sovereign debt die away) this year’s Awards were a retrospective on the perilous path trodden by many of the corporates in 2009.

It will come as no particular surprise, therefore, that the Australian Deal of the Year was the Rio Tinto capital raising, or that the NZ Deal of the Year was the Fisher & Paykel recapitalisation, which breathed new life into the troubled whitegoods manufacturer.

And the insolvency & restructuring Deal of the Year? Who could look past the long-running saga of the ABC Learning Centres receivership.

These deals were the hallmarks of troubled times and a testament

to the lawyers who brought them to fruition.

In a year where China dominated the headlines, it is pleasing that the profession saw fit to award the M&A Deal of the Year to the Kirin-Lion Nathan acquisition, ahead of what perhaps might be considered to be more fashionable contenders. This result may be taken as a salient reminder that, as Australia adjusts to the new economic world order, old trading partners should not be forgotten.

And which firm came away with top bragging rights for the night? It seems that the accolades have been rather evenly shared this year – with Allens Arthur Robinson, Freehills and Mallesons each taking away six awards.

But it is the acknowledgment rather than the scoreboard that counts at the end of the night, and ALB warmly congratulates all of the winners and finalists. These peer-voted awards are not given at the behest of ALB magazine – these are your own accolades, bestowed by your colleagues. ALB

►► THE ALB LAW AWARDS SERIES – GLOBAL RECOGNITION FOR ASIA’S LEGAL EXCELLENCE ALB China Law Awards SHANGHAI – 16 April 2010

ALB SE Asia Law Awards SINGAPORE – 4 June 2010

ALB Australasian Law Awards SYDNEY – 13 May 2010

ALB Hong Kong Law Awards HONG KONG – 10 September 2010

ALB Japan Law Awards TOKYO – 28 May 2010

www.albawards.com Australasian Legal Business ISSUE 8.6

EVENTS | China Law Awards EVENTS | Australasian Law Awards 2010 >>

“The envelope, please….”

The annual pilgrimage of Australasia’s top legal talent to the Westin Hotel in Sydney occurred again on 15 May, as the Macquarie Bank-ALB Australasian Law Awards showcased the most outstanding firms, lawyers and deals of 2009.

DEALS OF THE YEAR ENERGY & RESOURCES DEAL OF THE YEAR

DEBT MARKET DEAL OF THE YEAR

EQUITY MARKET DEAL OF THE YEAR

WINNER

WINNER

WINNER

►► ALINTA ENERGY GROUP RESTRUCTURE

►► CHINA MINMETALS-OZ MINERALS ACQUISITION

►► RIO TINTO CAPITAL RAISING

L-R: Katrina Johnson, director of legal affairs, eBay; Phillippa Stone, Freehills; Richard Kriedmann, Allens Arthur Robinson L-R: Stuart Fuller, Mallesons; Kevin Lewis, Chang Pistilli & Simmons; Robert Pick, Allens Arthur Robinson; Stephen Lamy, CBA

Firms: Allens Arthur Robinson; Chang Pistilli & Simmons; Mallesons Stephen Jaques Banks: UBS Why: • A$3.2bn restructure stabilised Alinta’s debt position vis-a-vis Babcock & Brown • Eliminated short-term refinancing risk, co-operatively resolved issues arising from the North West Shelf arbitration and formally internalised Alinta’s management and advisory functions • Extension, restructure and A$100m upsizing of existing A$2.7bn external debt facility achieved with various novel financing techniques, including introduction of contingent PIK interest arrangement and setting of financial covenants by references to budget plans and forecasts

FINALISTS • TABCORP RETAIL BOND ISSUE • WOODSIDE DEBT FINANCING • ING INDUSTRIAL FUND SYNDICATED FACILITY • BHP BILLITON SENIOR NOTES OFFERING www.legalbusinessonline.com

L-R: Tim Bednall, Mallesons; Andrew Rich, Freehills; Nick Terry, Blake Dawson; Jeremy Williams, Goldman Sachs JBWere

Firms: Blake Dawson; Freehills; Mallesons Stephen Jaques Banks: Caliburn; Goldman Sachs JBWere; UBS Accountants: PricewaterhouseCoopers Why: • A$1.3bn landmark investment was first time Chinese state-owned enterprise had acquired 100% of significant Australian mining assets company in the past 20-years” • Quick restructure of deal needed following FIRB rejection of scheme of arrangement • Need for complex restructuring (to de-link corporate entities holding assets being sold from those being retained by OZ Minerals and re-financing of loans at completion) led to complex escrow agreement and completion process

FINALISTS • NOBLE GROUP - GLOUCESTER COAL ACQUISITION • YANZHOU COAL - FELIX RESOURCES ACQUISITION • BG GROUP - PURE ENERGY TAKEOVER • ELDORADO GOLD - SINO GOLD SCRIP ACQUISITION • LAKE MOKOAN DECOMMISSIONING PROJECT

Firms: Allens Arthur Robinson; Freehills; Linklaters Banks: Credit Suisse; JPMorgan; Macquarie Accountants: PricewaterhouseCoopers Why: • US$15.2bn capital raising was second largest undertaken internationally in 2009 and one of largest ever capital raisings undertaken in Australia; executed successfully during turbulent times • Involved first ever rights issue undertaken by dual listed company; conducted as two inter-conditional and concurrent rights issues in Australia and UK • Highly complex given the DLC structure of issuer and crossjurisdictional nature of transaction), necessitating compliance with both listed companies’ constitutional requirements and regulatory and timetable constraints

FINALISTS • WESFARMERS CAPITAL RAISING • ASCIANO CAPITAL RAISING • BLUESCOPE STEEL CAPITAL RESTRUCTURE • SANTOS CAPITAL RAISING • CSR SIMULTANEOUS ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER • MYER IPO

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EVENTS | China Law Awards >> Australasian Law Awards 2010 >>

INSOLVENCY & RESTRUCTURING DEAL OF THE YEAR WINNER ►► ABC LEARNING CENTRES RECEIVERSHIP

L-R: Greg Towers, Simpson Grierson; Martin James, Mallesons; Andrew Bullock, Gilbert + Tobin; David Cowling, Clayton Utz; John Evans, Henry Davis York

Firms: Blake Dawson; Mallesons Stephen Jaques; Milbank Tweed; Russell McVeagh; Sidley Austin; Simpson Grierson; Sullivan & Cromwell Banks: Caliburn; Deutsche Bank; JPMorgan Why: • Purchase for A$3.3bn by Kirin of remaining 54% of shares it didn’t already own in Lion Nathan was largest investment ever by a Japanese company in Australia and created one of the largest food and beverages company in Asia-Pacific • Involved negotiation of certain amendments to Lion Nathan’s US debt financing documentation to permit scheme of arrangement to proceed • Substantial teamwork required from both parties to negotiate and resolve challenging issues arising from this transaction

L-R: Gary McDiarmid, Russell McVeagh (OBO Pip Greenwood); Tony De Govrik, ACLA

FINALISTS

FINALISTS

• YANZHOU COAL - FELIX RESOURCES ACQUISITION • HUTCHISON - VODAFONE MERGER • ASAHI - SCHWEPPES ACQUISITION • NOBLE - GLOUCESTER COAL TAKEOVER • BG GROUP - PURE ENERGY TAKEOVER

• BRYNN GILBERTSON, BELL GULLY • SIMON VODANOVICH, BUDDLE FINDLAY • JOHN STROWGER, CHAPMAN TRIPP

PROJECT FINANCE DEAL OF THE YEAR

NZ DEAL TEAM OF THE YEAR WINNER ►► RUSSELL MCVEAGH–CAPITAL MARKETS TEAM

WINNER ►► PNG LNG PROJECT Firms: Allens Arthur Robinson; Baker & McKenzie; Blake Dawson; Freehills; Latham & Watkins; Sullivan & Cromwell; Vinson & Elkins LLP L-R: Stephen Parbery, PPB; David Cowling, Clayton Utz; Orla McCoy, Clayton Utz; Peter Kulevski, Banco Chambers; Daniel Bryant, PPB

Firms: Clayton Utz; Gilbert+Tobin; Henry Davis York; Kemp Strang; Mallesons Stephen Jaques; McMahon Clarke; Minter Ellison; Minter Ellison Rudd Watts; Simpson Grierson Accountants: Ferrier Hodgson; KPMG; McGrathNicol; PPB Why: • One of largest and most complex receiverships in Australian corporate history involved rationalisation, restructuring and sale of 262 of the original 1,045 ABC childcare centres, and extensive cross-border issues • Ground-breaking rescue package involved transfer of 262 unprofitable centres to ABC subsidiary and appointment, by NSW Supreme Court, of Stephen Parbery and Daniel Bryant of PPB as Court Receivers of subsidiary - first significant court receivership since Bond Brewing • Expedited negotiations conducted with landlords of 262 centres, prospective purchasers, licensing authorities, ABC receivers, many Commonwealth departments

Why: • At US$14bn was world’s largest project financing to reach financial close in 2009; biggest loan facility in history for oil & gas project; project has potential to double GDP and triple export income for PNG • Used novel project structure involving offshore marketing and borrowing company funding underlying unincorporated JV; numerous challenges arose from many underlying unincorporated JVs constituting upstream part of project • Challenges involved in developing: financing terms that satisfied requirements of all banks, ECAs and capital markets; and solutions to various requirements and constraints of state-owned participants

M&A DEAL OF THE YEAR WINNER ►► KIRIN-LION NATHAN ACQUISITION

L-R: Fred Ward, Russell McVeagh; Greg Towers, Simpron Grierson; Sam Riley, Ansarada; Meredith Paynter, Mallesons

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Why: • Of the 11 major equity raisings in New Zealand in 2009, Russell McVeagh’s capital markets team acted on nine. In seven of those transactions the team acted for the client directly and in two of them it acted for the underwriters • In the debt and hybrid markets space, highlights included transactions for Goodman Property Trust, NZ Post, Meridian and Auckland City Council

FINALISTS • BELL GULLY – CORPORATE/ M&A TEAM • BUDDLE FINDLAY – CORPORATE/ COMMERCIAL TEAM • CHAPMAN TRIPP – CORPORATE TEAM • SIMPSON GRIERSON – CORPORATE/ COMMERCIAL TEAM

AUSTRALIAN DEALMAKER OF THE YEAR

FINALISTS • OPES PRIME SCHEME OF ARRANGEMENT • ELDERS CORPORATE REFINANCING • TIMBERCORP LIQUIDATION • ALLCO SALE OF AVIATION ASSETS

L-R: Fred Ward, Russell McVeagh; Gary McDiarmid, Russell McVeagh

L-R: Shaun McGushin, Freehills; Richard Kriedmann, Allens Arthur Robinson; Matthew Stott, Blake Dawson

WINNER ►► NIC TOLÉ, ALLENS ARTHUR ROBINSON

FINALISTS • VICTORIAN DESALINATION PROJECT • SW QUEENSLAND PIPELINE STAGE 3

NZ DEALMAKER OF THE YEAR WINNER ►► PIP GREENWOOD, RUSSELL MCVEAGH Why: • Key transactions 2009: represented underwriters in capital raisings for Pyne Gould Corporation (NZ$267m), AMP NZ Office Trust (NZ$201m), PGG Wrightson (est NZ$250m) and acting for Freightways (NZ$50m), Kiwi Income Property Trust (NZ$50M) and, with Partner Garth Sinclair, SKYCITY (NZ$228m) • Also acted for NAB in the acquisition of JBWere and of AXA and for Downer EDI on a bond deal and for Kiwi Income Property Trust on their Mandatory Convertible Note

L-R: Nic Tolé, Allens Arthur Robinson; Jackie Gillies, Burgess Paluch

Why: • Worked on multiple Rio Tinto deals with potential value of over US$200bn. These included advising Rio Tinto on BHP Billiton’s US$107bn unsuccessful ‘pre-conditional’ offer, the US$1.5bn sale of Corumba iron ore mine/related logistics business and Argentinean potash project to Vale in December 2008/ January 2009 Australasian Legal Business ISSUE 8.6

EVENTS | China Law Awards EVENTS | Australasian Law Awards 2010 >>

• Other major Rio Tinto deals include the US$19.5bn Rio Tinto/ Chinalco transaction, China’s biggest investment outside China, involving Australian, Indonesian, Chilean, USA and Peruvian assets. Deal was done within a short six-week timetable. Tole also advised on the US$100bn Rio Tinto/BHP iron ore JV, completed under incredible pressure in a six-week period

FINALISTS • JAMES MARSHALL, BLAKE DAWSON • PHILIPPA STONE, FREEHILLS • STUART BYRNE, CLAYTON UTZ

AUSTRALIAN DEAL TEAM OF THE YEAR WINNER ►► ALLENS ARTHUR ROBINSON–EQUITY MARKETS TEAM

L-R: Robert Pick, Allens Arthur Robinson; Tom Story, Allens Arthur Robinson; Stuart McCulloch, Allens Arthur Robinson

• CLAYTON UTZ PROJECT FINANCE TEAM • FREEHILLS CORPORATE AND M&A TEAM • MALLESONS STEPHEN JAQUES CAPITAL MARKETS TEAM

AUSTRALIAN DEAL OF THE YEAR WINNER

NZ DEAL OF THE YEAR

►► RIO TINTO CAPITAL RAISING

WINNER ►► FISHER & PAYKEL RECAPITALISATION ►►

Firms: Bell Gully; Freehills; Minter Ellison Rudd Watts; Simpson Grierson; Russell McVeagh Banks: Deutsche Bank; First NZ Capital; Morgan Stanley Accountants: PricewaterhouseCoopers Why: • NZ$775m deal composed of the following: i. complete bank refinancing (NZ$575m) ii. NZ$200m equity raising (initial NZ$46m placement to Haier, NZ$143m fully underwritten pro-rata renounceable rights issue, and further top-up placement of NZ$11m to Haier) iii. cooperation agreement between F&P and Haier, and iv. introduction of cornerstone 20% shareholder • Transaction involved negotiating and transacting these components simultaneously and under tight timeframes (during which transaction structure moved several times) so they could be announced as part of comprehensive package • Complicated inter-creditor issues arose because of different exposure levels and tenors under numerous financings that existed under the negative pledge arrangements; intercreditor solutions (confidential) were novel

Why: • Highlights of 2009 included the massive US$15.2bn Rio Tinto rights issue and the A$4.6bn Wesfarmers capital raising, the largest capital raising by an Australian corporate • Also advised on Amcor’s A$1.6bn entitlement offer, forming part of A$3.1bn equity and debt funding package for the acquisition of Rio Tinto Alcan packaging, the first material acquisition funding deal in the Australian market post-GFC

L-R: Nic Tole, Allens Arthur Robinson; Philippa Stone, Freehills; Richard Kriedmann, Allens Arthur Robinson

Firms: Allens Arthur Robinson; Freehills; Linklaters Banks: Credit Suisse; JPMorgan; Macquarie Accountants: PricewaterhouseCoopers Why: • US$15.2bn capital raising was second largest undertaken internationally in 2009 and one of largest ever capital raisings undertaken in Australia; executed successfully during turbulent times • Involved first ever rights issue undertaken by dual listed company; conducted as two inter-conditional and concurrent rights issues in Australia and UK • Highly complex given the DLC structure of issuer and cross- jurisdictional nature of transaction), necessitating compliance with both listed companies’ constitutional requirements and regulatory and timetable constraints

FINALISTS • BLAKE DAWSON RESTRUCTURING AND INSOLVENCY TEAM • CORRS CHAMBERS WESTGARTH CORPORATE ADVISORY TEAM

L-R: Gary McDiarmid, Russell McVeagh; Bryn Gilbertson, Bell Gully; Greg Towers, Simpson Grierson; Tony De Govrik, ACLA; Tony Sparks, Freehills

IN-HOUSE AWARDS WINNER

ANZ legal team has supported the bank’s progress towards a dominant regional presence • A highlight was the US$550m acquisition and integration, of the RBS retail, wealth and commercial businesses in Taiwan, Singapore, Indonesia and Hong Kong, and its institutional businesses in Taiwan, the Philippines and Vietnam

►► ANZ BANKING GROUP

FINALISTS

BANKING & FINANCIAL SERVICES IN-HOUSE TEAM OF THE YEAR

Sterling, SLG Benefits and Insurance in the USA and Carlife Group, a motor gap insurance agency based in the Czech Republic

• RABOBANK • KIWIBANK • ING DIRECT

INSURANCE IN-HOUSE TEAM OF THE YEAR WINNER

L-R: Stuart Fuller, Mallesons; Deborah Marris, ANZ

Why: • Under the leadership of General Counsel Deborah Marris, the www.legalbusinessonline.com

►► QBE INSURANCE Why: • QBE’s legal department has been focused on national acquisition opportunities with the purchase of Elders Insurance and expressed interest in the purchase of the ING commercial insurance arm • Overseas, it has also been busy with the acquisition of ZC

L-R: Susanne Wallace, Moray & Agnew; Duncan Ramsay, QBE Insurance

FINALISTS • CHARTIS • IAG • LIBERTY INTERNATIONAL – PROFESSIONAL INDEMNITY CLAIMS TEAM

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EVENTS | China Law Awards >> Australasian Law Awards 2010 >>

INVESTMENT BANK IN-HOUSE TEAM OF THE YEAR WINNER

• The team has been praised for its “outstanding” liaison between the ANZ National Bank business and its external legal providers. Highly efficient and effective decision making also ensures the team continually operates at the highest level, maintaining an excellent capacity for work

►► UBS

significant regulatory change and intense competitive pressure • Highlights for 2009 include: signing A$1bn contracts with Commonwealth Bank and Government to supply the National Emergency Warning System; successfully defending Telstra in Channel 7’s appeal in the C7 “mega-litigation”; sale of IT subsidiary KAZ to Fujitsu for A$200m; acquiring controlling offshore interest in two wireless value added services operators in China (>US$100m); and negotiating Australia’s largest ever commercial leasing transactions • Legal team continues to provide “outstanding” support to place Telstra in the best position possible to meet challenges resulting from A$43bn national broadband network proposals

IN-HOUSE LAWYER OF THE YEAR WINNER

a

company

►► DEBORAH MARRIS, GC, ANZ BANK L-R: Simon Martin, HGM Legal; Alexandra Rose, councillor of Law Society of NSW, ANZ Bank L-R: Antony Rumball, UBS; Annette Spencer, UBS; Tamia Black, UBS

Why: • Winner of this award last year, the UBS team has continued to attract favourable market comment because of its depth and continuing commitment to quality commercial advice • UBS has been involved in the lion’s share of landmark transactions in 2009, raising A$42bn on the equity capital markets and conducting 18 issues each individually worth over A$500m • UBS advised on as many as eight of this year’s finalist deals

FINALISTS

FINALISTS • IAG NEW ZEALAND • KIWIBANK

AUSTRALIAN IN-HOUSE TEAM OF THE YEAR WINNER ►► TELSTRA

• DEUTSCHE BANK • JPMORGAN • CITIGROUP

Why:

• Has built a cohesive Asia Pacific, Europe and America legal team of more than 30 professionals located across Asia Pacific, London and Mumbai. The geographic spread of the team, and Marris’ emphasis on recruiting for both relevant expertise and Asian experience, has supported ANZ to substantially progress its business strategy • Marris and her team took pivotal role in supporting the bank in strengthening its Asia platform, in particular through the US$550 million acquisition, and integration, of the Royal Bank of Scotland’s retail, wealth and commercial businesses in Taiwan, Singapore, Indonesia and Hong Kong, and its institutional businesses in Taiwan, the Philippines and Vietnam

NZ IN-HOUSE TEAM OF THE YEAR WINNER ►► ANZ NATIONAL BANK Why: • One of New Zealand’s largest and most comprehensive inhouse teams, this group provides legal advice on a strong mix of internal and external work, requiring extensive specialist skill sets which are highly demanding

L-R: Karen Waldock, director of Hughes-Castell/Randstad; Deborah Marris, ANZ Bank; Belinda Fisher, Hughes Castell

FINALISTS L-R: Linda Evans, Clayton Utz; Dianne Maclean, Telstra

Why:

• CHARLES SPILLANE, AUCKLAND INTERNATIONAL AIRPORT • SAUL CANNON, ASCIANO

• “Very talented” team of over 100 internal Telstra lawyers who have provided outstanding legal support to a company that is facing

FIRM AWARDS EMPLOYMENT SPECIALIST FIRM OF THE YEAR WINNER ►► HARMERS

Why: • Recognised as leader in this field with strong base of clients and deep experience in sophisticated matters; • Has been praised by firms who have referred employment matters to Harmers; • Contributes a significant percentage of its profits back into the pursuit of justice and equality in Australia and overseas through a variety of channels.

Why: • Well respected practice • Team also advised one of Australia’s largest insurers on the launch of a significant new online car insurance product which allows consumers to obtain a quote within 60 seconds

FINALISTS • AUSTRALIAN BUSINESS LAWYERS • COOPER GRACE WARD • FCB WORK PLACE LAWYERS • HALL & WILCOX • SPARKE HELMORE

INSURANCE SPECIALIST FIRM OF THE YEAR WINNER L-R: Kristin Duff, Harmers; Emma Pritchard, Harmers; Amanda Howley, GR Law

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►► DLA PHILLIPS FOX

L-R: Duncan Ramsay, QBE Insurance; Michael Down, DLA Phillips Fox

Australasian Legal Business ISSUE 8.6

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EVENTS | China Law Awards >> Australasian Law Awards 2010 >>

FINALISTS • COLIN BIGGERS & PAISLEY • COOPER GRACE WARD • HALL & WILCOX • LANDER & ROGERS • MORAY & AGNEW • TURKS LEGAL • WOTTON + KEARNEY

CSR FIRM OF THE YEAR WINNER ►► MALLESONS STEPHEN JAQUES

ENHANCEMENT OF THE NSW LEGAL PROFESSION WINNER ►► GILBERT+TOBIN Why: • Runs Ethics Focus sessions with discussion groups on topics such as “how to align personal ethics with the ethics of the profession” • Principal sponsor of the Gilbert + Tobin Centre of Public Law at the University of NSW, an independent organisation that plays a prominent role in stimulating debate on issues vital to Australia’s future • Regular pro bono support to many different community legal services around the country

IP SPECIALIST FIRM OF THE YEAR WINNER ►► DAVIES COLLISON CAVE

L-R: Stuart Fuller, Mallesons

L-R: Jonathan Davies, Ipernica; Leon Allen, Davies Collison Cave; Chris Carter, Davies Collison Cave; Chris Jordan, Davies Collison Cave; Will Hird, Davies Collison Cave

Why: • One of Australia’s largest IP specialist firms; winner of this award in 2009 • Well regarded by market and has several representatives on industry bodies relating to IP and technology issues

Why: • Another firm which has been pro-active in identifying issues and opportunities which the proposed ETS and alternative measures will present for clients • Last year, 50 lawyers from the Mallesons Human Rights Law Group (HRLG) prepared a comprehensive submission to the Federal Government’s National Human Rights Consultation.

Community and workplace engagement remains a key part of firm culture

FINALISTS • BAKER & MCKENZIE • FREEHILLS

INNOVATIVE USE OF TECHNOLOGY AWARD

FINALISTS • FB RICE & CO • GRIFFITH HACK • SLATERS INTELLECTUAL PROPERTY LAWYERS • TRUMAN HOYLE

WINNER ►► MALLESONS STEPHEN JAQUES

L-R: Danny Gilbert, Gilbert + Tobin; Coralie Kenny, BNP Paribas, councillor of Law Society of NSW

FINALISTS • BLAKE DAWSON • UNIVERSITY OF NEWCASTLE LEGAL CENTRE

INTERNATIONAL FIRM OF THE YEAR

CORPORATE CITIZEN FIRM OF THE YEAR

WINNER

WINNER

►► SKADDEN ARPS

►► DLA PHILLIPS FOX

Why: • In 2009 advised on 19 cross-border equity capital raisings, collectively worth over A$15bn, including Westfield, Stockland and Goodman • Advised the Australian Government in relation to the Guarantee Scheme, demonstrating a high level of innovation in this task • Also advised on major restructurings, including Centro and CIT Group

FINALISTS • BAKER & MCKENZIE • SIDLEY AUSTIN • SULLIVAN & CROMWELL L-R: Linda Bretherton, Aderant; Gerard Neiditsch, Mallesons

L-R: Nicolas Patrick, DLA Philips Fox; Sarah Jane Shaw, LitSupport

Why: • Committed and currently on track to deliver about A$7m in free pro bono work this year • In the past 12 months, over 80% of partners and staff have contributed more than 27,000 hours to community

FINALISTS • GILBERT + TOBIN • MALLESONS STEPHEN JAQUES • LANDER & ROGERS • MCCULLOUGH ROBERTSON • RUSSELL MCVEAGH • LAVAN LEGAL

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Why: • Shows strong leadership in constant improvement of technology offering for clients • ‘Mallesons Connect’ web tool allows clients to check on availability of Mallesons’ team members, review the progress of projects, analyse financial status of a project (including all paid/unpaid invoices), track fee estimate compliance, give instant feedback and access project-related correspondence and documents

ADELAIDE FIRM OF THE YEAR WINNER ►► FINLAYSONS

FINALISTS • HOLLEY NETHERCOTE COMMERCIAL LAWYERS • NORTON ROSE • FCB WORKPLACE LAWYERS

L-R: Graham McGeagh, Finlaysons; Jackie Gillies, Burgess Paluch

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A cu lture of excellence

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EVENTS | China Law Awards >> Australasian Law Awards 2010 >>

Why: • Continues to gain traction with major clients including significant panel appointments throughout 2009 • Highly regarded by clients and cross-referral firms • Despite the GFC, maintained strong revenue growth last financial year

FINALISTS • KELLY & CO • LYNCH MEYER

• HALL & WILCOX • HERBERT GEER

PERTH FIRM OF THE YEAR WINNER ►► LAVAN LEGAL

Why: • Very strong brand which has come to the fore with the recent emphasis on litigation and insolvency work • Involved in some very high profile insolvencies including ABC Learning Centres, TimberCorp and Octaviar

FINALISTS • CHANG, PISTILLI & SIMMONS • GILBERT + TOBIN • TRUMAN HOYLE • COLIN BIGGERS & PAISLEY

BRISBANE FIRM OF THE YEAR

MANAGING PARTNER OF THE YEAR

WINNER ►► MCCULLOUGH ROBERTSON

WINNER ►► GAVIN BELL, FREEHILLS

L-R: Calley Kempson, Lavan Legal; Gabriel Moens, Murdoch University

L-R: Brett Heading, McCullough Robertson; Olivia Perkiss, Australian Women’s Lawyers

Why: • Queensland’s largest law firm with strong market reputation • Opening of Newcastle office in late 2009 demonstrated firm’s strength during difficult economic circumstances and office has since grown to six people • Advised on some major deals including the Narrabri Coal joint venture and the takeover of Gloucester Coal by Noble Limited, which are just part of a strong and active resources practice

Why: • Maintained double digit revenue growth during GFC without an increase or decrease in professional staff numbers • Only local firm to be appointed to the new Woodside panel and also appointed to the National Australia Bank,Westpac and HSBC panels • Donated over A$130,000 to charities

Why: • Led the only large law firm that avoided legal redundancies while continuing to employ graduates, maintain business and innovate • Also sits on the board of the Australian Graduate School of Management, the education committee of the Business Council of Australia and the Chairman’s panel of the Great Barrier Reef Foundation

FINALISTS • BLAKISTON & CRABB • JACKSON MCDONALD

SYDNEY FIRM OF THE YEAR WINNER ►► HENRY DAVIS YORK

FINALISTS • CARTER NEWELL • COOPER GRACE WARD • HOPGOOD GANIM • MACDONNELLS LAWYERS

L-R: Gavin Bell, Freehills; Jonathan Gill, Cicero

FINALISTS • DANNY GILBERT, GILBERT + TOBIN • DAVID FAGAN, CLAYTON UTZ • GARY McDIARMID, RUSSELL MCVEAGH • ROGER PARTRIDGE, BELL GULLY • SHARON COOK, HENRY DAVIS YORK

MELBOURNE FIRM OF THE YEAR WINNER ►► MILLS OAKLEY

L-R: Stuart Lewin, Mills Oakley; Terry Lyons, Macquarie Bank; John Nerurker, Mills Oakley; Stephen Arony, Mills Oakley; Daren Curry, Mills Oakley

Why: • Firm made the ALB Fast 10 list for the third consecutive year in 2009 – its sixth year of double digit growth, much of which was achieved organically • Last year won appointments to several highly-coveted ASX200 legal panels, including Telstra, Suncorp and GPT • Has embraced alternative billing strategies and service guarantees as well as offering clients far greater certainty on their legal costs

FINALISTS • CLARENDON LAWYERS

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L-R: Ross Harding, Work Arena; Sharon Cook, Henry Davis York

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SPONSORS

Ansarada

Macquarie Bank

Ansarada is a trusted virtual data room specialist independently certified to best practice security standards.

Ansarada is commonly utilised to simplify and accelerate due diligence projects such M&A, Fundraising and Tenders.

Ansarada’s clients include Blake Dawson, Minter Ellison, Gilbert + Tobin, Deloitte, KPMG, UBS, Caliburn and various Government departments.

Contact details Craig Owen T: 02 8090 8448 Email: craig.owen@ansarada.com Website: www.ansarada.com

Macquarie Bank’s Relationship Banking division has been providing banking and lending products and services to the legal industry since 1985. With 24 years of experience working with the legal industry, Macquarie Relationship Banking’s specialist legal segment team focuses on working closely with clients to understand the challenges and opportunities for their businesses, developing tailored banking solutions to help legal firms achieve their business goals.

Contact details Kristen Costandi, head of media - banking and mortgages | banking and financial services T: 02 8232 6134 Email: kristen.costandi@macquarie.com Website: www.macquarie.com.au

ADERANT ADERANT is a leading provider of integrated business management software for law firms and other services organisations.

The global company offers a comprehensive suite of solutions, consisting of financial, resource and practice management software that enables services organisations of all sizes to maximise operational efficiencies.

ADERANT provides solutions to the largest and most prominent firms in the world, including Clifford Chance, Greenberg Traurig, Clayton Utz, Deloitte Consulting,

Burgess Paluch Legal Recruitment Burgess Paluch is a leading legal recruitment group with significant experience in local and international markets.

Utilising a strategic approach and providing accessible, pro-active advice, Burgess Paluch is one of the leading legal recruiters in Australia. Burgess Paluch focuses on creating successful outcomes for both lawyers and law firms.

Contact details Paul Burgess, director Burgess Paluch Legal Recruitment T: 03 8676 0372 Email: paul@bplr.com.au Website: www.bplr.com.au

Macleod Dixon LLP, Mayer Brown, Skadden Arps, and Winston & Strawn.

ADERANT has major offices in Asia Pacific and across Europe. Within Asia Pacific, ADERANT partners with the regions’ most respected firms, with more than 90 law firm clients.

Contact details Linda Bretherton, marketing and event manager APA T: 02 8507 1600 Email: linda.bretherton@aderant.com Website: www.aderant.com

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NEW ZEALAND 2010 The long road to recovery

DEALS ROUNDUP

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DEALS ROUNDUP

US, UK REPORTS

INDUSTRY ANALYSIS

APPOINTMENTS

CAPITAL MARKETS, M&A DATA

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SPONSORS Cicero

Cicero is an Australian owned specialist legal executive search, selection and training firm with a reputation for honesty and responsiveness.

Our focus is assisting lawyers progress their careers and working closely and strategically with clients to build their businesses. Cicero has national reach within Australia, and with associated offices internationally Contact details Jonathan Gill, managing director T: 02 9222 2922 F: 02 9222 1911 Email: jgill@cicero.com.au Website: www.cicero.com.au

Clayton Utz A top tier law firm with a difference.

We take a fresh, pragmatic, commercial approach to legal practice that focuses on achieving the best results for our clients.

Our ability to bring together teams of our country’s finest lawyers with unique and diverse skills is why we advise on Australia’s largest and most complex deals and litigation.

Contact details Website: www.claytonutz.com

Gilbert + Tobin Gilbert + Tobin is a leading corporate law firm and a key player in the Australian legal market. They work on transactions and cases that define and direct the market. The firm’s reputation for expert advice extends across: mergers and acquisitions, private equity, capital markets, banking and finance, real estate and projects, tax, competition and regulation, communications and technology, intellectual property and litigation.

Contact details Danny Gilbert, managing partner T: 02 9263 4000 Email: email@gtlaw.com.au Website: www.gtlaw.com.au

GR Law GR Law is an international specialist in legal recruitment based in Sydney and London. We recruit for every facet of law firms and in-house legal departments from junior to partner level and have amassed many years of experience of recruitment throughout various countries of the world including Australia, the UK, mainland Europe, Asia, the Middle East and New Zealand. Much of the knowledge we have acquired is fed into the advice we provide to clients and candidates seeking our recruitment services. We are experts in our field so whether you are a client or candidate seeking up to the minute market advice along with our professional recruitment services, you will be dealing with someone who handles that area and has specific experience of the country in which you are seeking to work. For all your recruitment needs, GR Law are your specialist recruitment team.

Contact details Kellie-Jane McLean, manager GR Law T: 61(0)2 9220 4400 Email: kellie-jane.mclean@grlaw.com.au Website: www.grlaw.com.au

Hudson Gavin Martin Created in November 2007, this boutique firm has securely established itself in the market as a recognised leading firm in technology and intellectual property law. Hudson Gavin Martin focuses on the commercialisation of IP, trade mark infringement, copyright, brand protection and development, the acquisition and sale of technology businesses, capital raising, technology licensing and telecommunications advice. Since its creation Hudson Gavin Martin has continued to grow and has been involved in a number of significant transactions and developments in the IP and technology sector.

Contact details Simon Martin, partner T: + 64 9 308 7305 Email: simon.martin@hgmlegal.com Website: www.hgmlegal.com

Hughes-Castell Australia Knowledge-based legal recruitment delivered in a personal a company and ethical way Hughes-Castell is one of Australia’s leading and most established legal recruitment firms with an international reputation built up over 20 years for the quality of advice delivered both to employers and candidates in the legal profession. We pride ourselves on our unrivalled knowledge of the local market, our global reach, as well as our personal and ethical approach to specialised legal recruitment.

With offices in Brisbane, Sydney, Melbourne and Perth, we are able to deliver an abundance of opportunities for lawyers at all levels and from all disciplines, in both private practice and in-house.

Contact details Karen Waldock, general manager T: 07 3100 7703 Email: Karen.Waldock@hughes-castell.com.au Website: www.hughescastell.com.au

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ipernica ltd ipernica is a diversified technology and intellectual property (“IP”) commercialisation group which is focused on the creation and exploitation of IP rights on a global basis. ipernica is building a portfolio of programs which are aimed at realising value through the international licensing and/or assertion of IP rights. ipernica is also focused on the success of 100%-owned subsidiary NearMap Pty Ltd, an innovative online Photomap media company.

Contact details nicola dowell, office manager T: +61 8 9420 8500 Email: nicola.dowell@ipernica.com Website: www.ipernica.com

LitSupport One of the largest contributors to global warming is deforestation. Law firms should switch to recycled paper if they are serious about corporate social responsibility and want to minimise their impact on the environment. LitSupport is certified by Good Environmental Choice Australia and is the only copying company that uses

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recycled paper as standard.

Contact details Val Pitt, director T: 03 9621 1333 Email: val_pitt@lisupport.com.au Website: www.litsupport.com.au

Mallesons Stephen Jaques Mallesons Stephen Jaques is Australia’s most successful commercial law firm. They focus on advising major corporations and financial institutions in Australia and Asia, resourced by approximately 2000 employees, including over 1000 legal staff. The firm is recognised for its ability to combine consistently rigorous analysis with astute judgement, giving clients a competitive edge. Mallesons have offices in all Australian main business centres, Hong Kong, Beijing, Shanghai and London, as well as an associated office in Port Moresby.

Contact details T: 02 9296 2000 Email: syd@mallesons.com Website: www.mallesons.com

Moray & Agnew Moray & Agnew is Australia’s leading specialist insurance law firm. The firm’s lawyers have an intimate knowledge of the insurance industry, its products, its regulatory environment and the impact claims management can have on an insurer’s bottom line.

Moray & Agnew acts for major general insurers, boutique insurers, brokers, reinsurers, underwriting agencies, life insurers, self-insurers as well as UK, USA and European general insurers and Lloyd’s Syndicates.

With 316 staff, including 58 partners, Moray & Agnew has offices in Sydney, Melbourne, Brisbane, Canberra and Newcastle.

Contact details Michael Pitt, national managing partner T: 02 9232 2255 Email: mpitt@moray.com.au Website: www.moray.com.au

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EVENTS | China Law Awards >> Australasian Law Awards 2010 >>

SPONSORS Murdoch Law School Murdoch Law School provides a rigorous and intellectually challenging legal education. It seeks to develop the research, writing and advocacy skills of its students and combines a tradition of excellence in legal education with new innovative programs which prepare students for the practice of law in a rapidly changing world.

Contact details Professor Gabriel Moens, Dean of Murdoch University Law School T: 08 9360 6064 Email: G.Moens@murdoch.edu.au

SPEECH RECOGNITION ACTUAL USER TESTIMONIAL “One PA is successfully working for three authors as a direct result of the time savings generated by the system. Individual jobs are taking up to 50% less time to process than they were with the traditional audio transcription. I have no

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hesitation in recommending the system.”

Contact details SPEECH RECOGNITION AUSTRALIA PTY LTD (Inc with Grundig Dictation Machines Pty Ltd and Diversified Dictation Systems) Distributors of “Invisible Miracle” ELPedium Speech Recognition 11 Leveson Street North Melbourne Vic 3051 T: 03 9328 5555 F: 03 9329 2688

The Law Society of NSW The Law Society is the professional organisation for solicitors in NSW with two primary areas of responsibility, namely that occupied by its statutory obligations to regulate solicitors and that which comprises its representative functions under its Memorandum of Association. The objectives of which include; the promotion of law reform, representation on the views of the profession; preservation of its integrity

and status and suppression of dishonourable conduct or practices.

Contact details Bridget Sordo, large law firm relationship manager T: 02 9926 0344 Email: bts@lawsocnsw.asn.au Website: www.lawsociety.com.au

Work Arena Work Arena is a commercial furniture supplier with a wide range of prestigious furniture brands, including Herman Miller, manufacturer of the internationally renowned Aeron and Mirra chairs and Eames collection.

With many existing relationships with legal practices Work Arena are able to meet all your furniture needs with the highest level of professional service.

Contact details Ross Harding, director T: 0413 433 533 Email: rharding@workarena.com.au Website: www.workarena.com.au

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ALB SPECIAL REPORT | Melbourne 2010 >>

MELBOURNE:

A touch of Melbourne magic “It feels solid – there’s no rustbelt feeling. People are optimistic, they’re not worried about losing their jobs” William Fazio

Herbert Geer 42

Melbourne: the spiritual home of AFL, the ‘W class’ tram and some of the nation’s most enterprising law firms. ALB investigates

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here’s talk of a “three speed economy” in the air: resourcedriven Queensland and Western Australia leading the national economy, followed by the ex-rustbelt states of Victoria and South Australia and finally the troubled NSW bringing

up the rear. Notwithstanding dire predictions over the impact of the proposed resources super profits tax, it is an analysis which makes sense – but if you talk to Melbourne firms, they’re very comfortable that they were in exactly the right place for the GFC and are now in Australasian Legal Business ISSUE 8.6

ALB SPECIAL REPORT | Melbourne 2010 >>

exactly the right place for the recovery.

“Victoria was the least hurt [by the GFC],” says Herbert Geer’s Bill Fazio, who has observed the past year from the three Bill Fazio vantage points of his Herbert Geer firm’s Melbourne, Sydney and Brisbane offices. “Sydney got the downturn harder and faster, Victoria was the least hurt and Brisbane hurt the most in the end – I think the slowdown in property development in South East Queensland really hurt them and Brisbane had more of a bubble pattern.,” he says. “There was more fear in Sydney at one point. But things are more stable in Victoria – less ups and less downs.”

Access Economics has predicted that Victoria’s economy will grow by 2.3% this financial year and 3.4% for the next year – second only to WA and interestingly ahead of Queensland. “It feels solid – there’s no rustbelt feeling,” says Fazio.

“People are optimistic – they’re not worried about losing their jobs.”

Southern focus

It is always difficult to ascertain incipient economic trends, but there is anecdotal evidence that Australian companies are beginning to look more closely at Victoria – either as a potential growth market for their services, or as a place to relocate core parts of their businesses.

“I’ve had clients tell me that it’s cheaper to do business in Victoria than it is in Sydney. By the time they take into account the taxes they pay and the rent they pay it makes sense to downsize Sydney and upsize Victoria,” says Damian Paul of Macpherson+Kelley (M+K). “I wouldn’t say it’s enough to be a trend, but I’ve heard it a few times from clients – particularly in the manufacturing space. They tend to operate on a fairly low margin and if you only operate on a single digit margin it doesn’t take much for those things to encroach into that bottom line.”

Tony Macvean of Hall & Wilcox has also observed an increased Melbourne focus from some clients but again cautions against drawing hasty inferences. “It’s not necessarily a pattern – these things tend to be fluid over time,” he says.

Many Melbourne law firms know first hand of the additional overhead costs associated with operating out of Sydney www.legalbusinessonline.com

– however this does not necessarily mean that these costs will be reflected in the hourly rate. John Nerurker of Mills Oakley says that differential costs are all part of the challenge of being a national firm. “You need to absorb the cost and not expect your clients to pick it up or expect your partners to earn less.

That’s an investment you need to make,” he says. “It would be perverse to charge clients more for using the Sydney office over the Melbourne office – you need to structure overheads efficiently. Clients are not interested in how you run your business or what your rent expenses are in a particular location.”

In ALB’s Special Report: Perth 2010 earlier this year, some Perth firms said that national clients and particularly mining companies were beginning to decentralise their businesses and move core staff to centres such as Perth – and by implication, away from traditional centres such as Melbourne. None of the Melbourne law firms interviewed by ALB had seen any significant evidence of such a trend. Even if such a pattern were established, it remains to be seen as to whether there would be an impact on Melbourne firms, many of whom have opened interstate offices and would prefer to describe themselves as serving a national or at least an east coast client base. Similarly, firms which have not opened new offices, such as Hall & Wilcox, have always been at pains to stress that their work is not limited to Victorian clients.

“Relationships will determine where the work goes,” says John Nerurker.

“The work goes to those people who are suitably qualified to do it.”

Competitive market

The Melbourne market is home to some of the most entrepreneurial firms in Australia and the city is always well represented in the ALB Fast 10 survey of Australia’s fastest growing firms.

Last year Herbert Geer (52% revenue growth, partly via acquisitions), M+K (21% growth), Mills Oakley (16% growth) and Hall & Wilcox (14% growth) all graced the ALB Fast 10 list and there is a general optimism that this year’s results will also reflect solid organic growth.

The last few years have seen the emergence of a new generation of astute, entrepreneurial mid-size firms which have created headaches for existing players by invading new markets and

“I’ve had clients tell me that it’s cheaper to do business in Victoria than it is in Sydney. By the time they take into account the taxes they pay and the rent they pay it makes sense to downsize Sydney and upsize Victoria” Damian Paul

Macpherson+Kelley

►► ALB LAW AWARDS 2010– MELBOURNE’S BEST LAW FIRMS Finalists: Clarendon Lawyers, Hall & Wilcox, Herbert Geer

Winner: Mills Oakley

John Nerurker

Why: • Six years of double digit growth • Firm made the ALB Fast 10 list for the third year in a row • In 2009 it won appointments to ASX200 legal panels including Telstra, GPT and Suncorp • Has embraced alternate billing strategies for its clients

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ALB SPECIAL REPORT | Melbourne 2010 >>

poaching prized partners and clients, capitalising on brewing discontent in existing relationships and offering alternative structures.

Many of these players David Rennick are Melbourne based and Maddocks the best – and perhaps the original – example is the firm which took out this year’s award for ALB Melbourne Firm of the Year. ALB has commented in the past on the Mills Oakley strategy of judicious lateral recruitment and the firm is continuing to land some telling blows on rivals, most recently poaching star Holding Redlich commercial property specialist Andrew Johnson and his team in Brisbane. Maddocks is another firm to be active in the recruitment space, snaring employment partner Bruce Heddle from Clayton Utz and infrastructure specialist Patrick Ibbotson from Blake Dawson.

Population pressures

According to a study by BIS Shrapnel, Melbourne is building new homes

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and attractive migrants at a faster rate than Sydney and is set to become Australia’s most populous city by 2037.

Such demographic projections need to be viewed with some caution given the imprecise nature of the science, but it is clear that firms are already downstream beneficiaries of plans to accommodate population growth. The most obvious example is the very high profile Victorian desalination project, a A$3.5bn PPP which kept Allens Arthur Robinson, Clayton Utz, Corrs, Mallesons and Minters busy with highly complex funding and equity arrangements.

Clayton Utz, Mallesons and Freehills also advised on the innovative A$759m Peninsula Link PPP which closed earlier this year.

But it is not only at the “mega-project” level that population pressures are translating into legal work. Mid-size firms are also reporting an increase in work in the planning, property and construction space. Residential developments in particular have been a highlight. Maddocks, for example, has been advising on the strategic planning,

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financing, construction and sale aspects of the Sanctuary Lakes project at Point Cook which encompasses new suburbs, schools, hospitals and recreation facilities. “We’re building infrastructure for entire suburbs,” says CEO David Rennick. “The legal work is incredibly interesting and you’re involved in the creation of something.”

M+K’s property practice has grown by 40% over the past year and managing director Damian Paul says that the residential market is a key contributor.

“In Victoria the market for first and second home buyers is still going very strongly – we act for a number of sizeable broad acre developers. Despite interest rates going up, it’s just marched on.

Migration continues to have an impact – skilled migration in particular. They’re coming in, they’re first-home buyers but they are buying properties which a second home buyer might buy – they have a reasonable Tony Macvean size deposit, so they don’t Hall & Wilcox have to borrow all the

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money,” he says.

Commercial property development, however, is a slightly different story.

M+K’s Paul describes his firm’s practice as “steady, but not growing. We are just seeing signs now of a bit more activity – banks are still very tight on the reins,” he observes. Maddock’s Rennick says that his firm’s commercial property practice is “quite subdued.”

However, he says that there is still some standard leasing work to be had and the retail sector has also been relatively active. One prestigious commercial development which has received the green light is a new CBD development at 171 Collins St which is being billed as the city’s largest property development of the year. Mills Oakley has been appointed to advise on this Charter Hall /Cbus Property joint venture, an achievement which must have pleased the firm as much as its recent appointment to GPT Group’s legal panel.

“It would be perverse to charge clients more for using the Sydney office over the Melbourne office – you need to structure overheads efficiently. Clients are not interested in how you run your business or what your rent expenses are” John Nerurker

Mills Oakley

Victorian government panel

The Victorian Government has had a consolidated legal services panel

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| Melbourne2010 ALB ALBSPECIAL SPECIALREPORT REPORT| Melbourne 2010>> >>

►► VICTORIAN GOVERNMENT PANEL – APPOINTED JULY 2009 General panel Allens Arthur Robinson, Baker & McKenzie, Clayton Utz, Corrs, Norton Rose, DLA Phillips Fox, Maddocks, Minter Ellison Commercial panel Allens Arthur Robinson, Baker & McKenzie, Blake Dawson, Clayton Utz, Corrs, Norton Rose, DLA Phillips Fox, Freehills, Maddocks, Middletons, Minter Ellison Specialist panels Allens Arthur Robinson, Baker & McKenzie, Blake Dawson, Corrs, Norton Rose, DLA Phillips Fox, FAL Lawyers, FOI Solutions, Guild Lawyers, Herbert Geer, Holding Redlich, Lander & Rogers, Maddocks, Minter Ellison, Moray & Agnew, Rigby Cooke, Russell Kennedy

since 2002 and this panel was revised last year. Use of the 20 firms appointed to the panel is mandatory for government departments, but optional for statutory bodies. This allows law firms which are not on the panel to still do government work for statutory authorities. The current panel arrangements commenced in July 2009 and have an initial four year term, with an option to extend the arrangements for a further two years to June 2015.

A particularly important piece of

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work for Maddocks has been advising government counsel in the Victorian Bushfires Royal Commission. At the time of printing, the hearing had concluded and a report was forthcoming. Maddocks had a core team of eight lawyers working on the commission, with up to 12 lawyers involved at peak times.

SME space

In the modern era of mid-tier consolidation, it is becoming increasingly difficult to characterise mid-size firms as being exclusively preoccupied with the SME market. Perhaps the safest way to generalise on this point is to state that SMEs continue to make up a significant part of the client base of Melbourne firms. Likely, this will help to explain part of the relative buoyancy of the Melbourne market.

One firm which has had no aversion to identifying itself with the SME market is M+K. “I can’t name one client of ours that has become insolvent,” says Paul.

“There might be some out there, but none that are big enough to come to my attention.” Still, he is keeping an eye out

“Panels tend to squeeze you on margin and tend to deemphasise the relationship. You find yourself in a situation every second year or every third year where you don’t know if you’ve got the client” Damian Paul

Macpherson +Kelley

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ALB SPECIAL REPORT | Melbourne 2010 >>

for opportunities from the bigger public companies and says that it is not out of the question that the firm could undergo a shift in client mix.

Dealing with the SME market means a firm is likely to be dealing more with managing directors and CEOs rather than panels or procurement experts.

“We deal with managing directors and CEOs who traditionally don’t have the time to shop around for different service providers – they want to come back to the firm they know, that they’ll get good service from and won’t charge them through the nose,” says M+K’s Paul.

One striking point of difference between M+K and other firms is that it is not a member of any panel and has no intention of tendering to join one.

“We don’t compete to be on panels – our mantra is to form relationships with individuals – the CEO, the managing director, the in-house counsel, whoever it might be,” says Paul. He explains his firm’s aversion to panels this way. “Panels tend to squeeze you on margin and tend to de-emphasise the relationship. You find yourself in a situation every second

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year or every third year where you don’t know if you’ve got the client. Often it comes down to a beauty parade based on price and we just don’t like beauty parades.”

It is worth noting the substantial amount of work in the mid-market space which Melbourne firms are transacting for local, national and international clients. Within a space of two weeks, Hall & Wilcox recently announced its involvement in boutique fund manager Patriot Asset’s sale of two funds to Ironbark Asset Management, the sale of a majority stake in Boost Investment Group to US-based private equity Damian Paul M+K firm The Riverside Company and a A$31m subcontracting deal for Canon Australia.

Managing partner Tony Macvean says that there has been a noticeable level of mid-market M&A and funds management activity in Melbourne of late. Many firms have reported good M&A deal levels in their pipeline. ALB

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FEATURE | TMT >>

IT upswing a corollary of not spending

Boom time for TMT National broadband networks, rising corporate IT expenditure and new software development opportunities are all adding up to an increased demand for legal advice. ALB investigates

N

ow is both a busy time and an exciting time for telecommunications media and technology (TMT) practices. New technologies and forms of communication are being developed at a faster pace than ever before, and it seems every advance is bringing with it a novel range of legal issues and opportunities. Yet this is only the tip of the iceberg.

Many businesses are overhauling their entire IT systems for the first time in a long time; new and traditional media companies are spending again; and privacy laws are being used (and abused) like never before.

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With both the Australian and New Zealand governments at the start of their largest-ever technology projects, calling the current state of play simply a boom doesn’t begin to do it justice. In the midst of such a massive increase in work, clients and lawyers on both sides of the Tasman are becoming more sophisticated and, as a result, expect more than ever from their legal advisers.

One of the main consequences of this is that the medium-sized and boutique firms seem to be gaining an increasingly larger slice of the TMT pie, while a group of big firms still dominates the major project and telecommunications space.

Sydney-based Gilbert+Tobin partner Peter Leonard thinks one of the driving forces behind the glut of legal work has actually been the longstanding unwillingness of corporations in the region to invest heavily in technology.

“Most corporations in Australia have kept a tight lid on tech expenditure for the past six or eight years,” he says.

“Their reluctance to spend well and truly predated the GFC and meant that a lot of companies – including banks and financial services – went into the GFC significantly behind in the tech-refresh cycle.”

The fact that the Australian banks emerged out of the global recession stronger than ever means they now have money to spend on a much-needed overhaul of their systems. And retailers and companies involved in e-commerce are now spending significantly more on technology, finally catching up to their North American and European counterparts.

Peter Leonard Hamish Fraser of Gilbert + Tobin Truman Hoyle Lawyers points out that the average Australian already spends around $1,000 online each year. “Not bad when you think only about 50% of Australian homes have broadband,” he says. “And regulation and security issues for online shopping are only really just beginning.”

A spate of software development

Anyone who’s seen the news lately would notice the enormous interest that Apple’s iPad is generating. In fact, more than one lawyer we spoke to compared the race to develop new applications for that device – as well as for the more established iPhone – to the gold rushes of the 19th century.

Some lawyers question just how long the current trend will last – and whether it will generate ongoing work for lawyers.

“Like all things the top ten is where the revenue is and the rest will fight it out,” Melbourne-based Holding Redlich partner Dan Pearce says. “I think there’s a hugely narrow tail and to succeed you have to develop a pretty compelling app (application).”

Australasian Legal Business ISSUE 8.6

FEATURE | TMT >>

“Most corporations in Australia have kept a tight lid on technical expenditure for the past six or eight years. Their reluctance to spend well and truly predated the GFC and meant that a lot of companies – including banks and financial services – went into the GFC significantly behind in the tech-refresh cycle” That said, however, there is a lot of work being generated in software development generally, for everything from cloud computing (where shared resources, software and information are provided to computers and other devices on-demand) through to environmental programs aimed at monitoring and reducing companies’ carbon footprints. It seems those law firms benefitting from the increased volume of work are often medium-sized and boutique –and not least because the developers are often smaller companies who are unwilling – or unable – to meet the fee expectations of top-tier firms.

NZ lawyer Wayne Hudson, who founded technology and IP specialist firm Hudson Gavin Martin, says there was no shortage of new ideas leading people to raise capital in the $250,000 to $500,000 range. In New Zealand, at least, he says this is being supported by a strong ‘angel investor’ network, while a lot of the R&D is funded by the universities. “The main work we’re seeing is SaaS licensing, mobile application, iPad apps and GPS solutions,” Hudson says.

NBN takes off while lawyers return

What seems to be missing from both countries – apart from serious mergers and acquisitions work – are really big software deals. But that doesn’t mean the big practices aren’t getting big ticket work. For the moment a lot of it is being generated in the telecommunications sector – especially as the Australian government launches its national broadband network and the Kiwi government its National Fibre Network. And that specialised work resulting from vast infrastructure projects is being gobbled up by an increasingly small field of specialist lawyers. www.legalbusinessonline.com

Peter Leonard

Gilbert + Tobin

In New Zealand, Simpson Grierson commercial group partner Michael Sage was involved in advising the government on a plan to get ultra-fast broadband out to 75% of the country’s population within the next decade.

Sage has also been working on another major infrastructure project for the Kordia group, involving the building of a trans-Tasman optic fibre cable, which he says is complementary to the country’s national fibre network.

“There’s an insatiable demand for broadband capability and there’s no point having fast broadband operating in New Zealand if it’s not operating elsewhere,” he says.

Meanwhile, Corrs Chambers Westgarth’s Sydney partner Andrew Messenger has been busy acting for NBN Co Limited, the company charged with providing the infrastructure for Australia’s national broadband network. Messenger says the NBN is really the country’s biggest-ever construction project. The advice Corrs has been giving ranges from trade practices-related issues such as consumer protection and pricing through to procurement and strategic advice concerning the current legislation, as well as proposed changes in the works.

Messenger has also been advising Vodafone Hutchison Australia (VHA) on major network projects and his practice has been giving a wide range of advice to large corporate clients, including the ANZ Bank, in relation to outsourcing and procurement. Corrs’ TMT team has been so active that it’s currently looking to supplement its staff with high-profile recruits from other firms – and that’s in addition to the 12 partners and 55 lawyers the practice already employs.

Recruitment is one of the few areas that really has been affected by the 51

FEATURE | TMT >>

GFC and even then, at least for firms, it’s been largely a positive thing.

Almost all practices ALB interviewed say now is a great time to be hiring.

As well, a flood of quality Antipodean lawyers are making their way back home from more depressed financial centres like New York and London, bringing their global experience back with them.

Social media: the new frontier

Practices of all sizes also reported a lot of work coming across their desks that was connected to social media, particularly in relation to privacy issues such as data collection and storage. “Privacy is an issue we’re now dealing with almost on a daily basis,” Melbourne-based HWL Ebsworth partner Nicholas Pullen says.

“Sites like Twitter and FaceBook just weren’t that prominent – even two years ago – and the most companies had to worry about were bloggers. Now companies are much more exposed but there’s also the commercial opportunity to exploit social media for B2B or

52

B2client consumers.”

That’s not to say more ‘traditional’ areas of media aren’t also proving to be a fruitful source of work. Television is going through its own revolution with the rise of time-shift TV as well as internet-based television like GoogleTV – all of which throws up many interesting legal issues.

Meanwhile, the rise of the iPad and other webbased book browsers means publishers seem to be facing the same threat newspapers were five or 10 years ago.

And, believe it or not, Nicholas Pullen production companies HWL Ebsworth in this part of the world are starting to make local content again – not least because of the overwhelming success of Channel Nine’s ‘Underbelly’ franchise.

Yet while TMT work continues to grow in importance, possibly the most significant trend all lawyers report is the rise and rise of the mediumsized firm – a factor which many also

attribute to the effects of the GFC. “I have a theory: in each recession clients get smarter. They differentiate between types of work and using a ‘horses for courses’ approach,” G+T’s Leonard says. “A lot of the day-to-day telco work is being absorbed in-house or by mid-tiers. That second-tier encompasses a lot of very competent lawyers in major telcos.”

Holding Redlich’s Pearce expressed the same view, saying that traditionally the top 100 companies stuck to the “mega-firms” for advice work. But now Pearce says he’s seeing a lot of blue-chip clients come to his mid-sized firm. Big corporates, he says, increasingly see TMT as a discrete area and are willing to hive off that work to a specialist firm, instead of relying on the same full-service firm to cater for all of its legal needs.

Evolution

One firm that typifies the changing face of TMT practice in the region is Auckland-based Hudson Gavin Martin.

Before it opened in 2007, the firm’s

Australasian Legal Business ISSUE 8.6

FEATURE | TMT >>

three founding partners – Wayne Hudson, Mark Gavin and Simon Martin – all had partnership in New Zealand’s top-tier firms. As a result, HGM has managed to keep a bluechip client base, including one of the country’s telcos, while still offering the flexibility of a boutique firm.

Melbourne media and technology lawyer Nic Pullen also sees the increasing willingness of large corporates to engage smaller practices.

So, although he already had clients like Channel Nine and Hardie Grant on his books, Pullen moved his practice from TressCox to HWL Ebsworth, in part to strengthen the latter’s base with the financial sector. He says that HWL’s cost structure made clients happy because he could “maintain the same level of top-tier firms while having a cost structure in place that offers far greater value.”

Pullen also says that his practice is geographically well placed, as Melbourne bridges the gap with Sydney as a base for media and technology law. “Melbourne is increasingly a place

www.legalbusinessonline.com

“Sites like Twitter and FaceBook just weren’t that prominent – even two years ago – and the most companies had to worry about were bloggers. Now companies are much more exposed but there’s also the commercial opportunity to exploit social media for B2B or B2client consumers” where decisions are being made – and as that happens the legal work will follow,” he says.

Looking to the future?

In a field where the pace of change is so rapid it’s impossible to predict what will happen next. However, most of the lawyers ALB spoke to all tended to feel that Australia’s NBN and NZ’s National Fibre Network were likely to lead to exponential growth in e-commerce in the short to mid-term, and that this would see an increase in businesses needing advice.

Several lawyers, including Hamish Fraser of Truman Hoyle, also argued

Nicholas Pullen

HWL Ebsworth

that cloud computing – where shared resources, software and information are provided to computers and other devices on-demand – was going to be a substantial growth area for legal advice. And G+T’s Leonard also cited the Commonwealth government’s ‘2.0 Taskforce Report’ as a potential source for illuminating the way ahead.

“If it does 30% of what it says it’s going to do, it will be a huge technological investment in government which changes the way it interacts with the population,” he explains. Whatever happens though, TMT is one area of law that will only grow in importance to law firms. ALB

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PROFILE | managing partner >>

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Australasian Legal Business ISSUE 8.6

PROFILE | managing partner >>

ALB 2010 MANAGING PARTNER SERIES

William Fazio, Herbert Geer:

East Coast Empire Mid-size firms are growing in sophistication and Herbert Geer’s Bill Fazio has been at the forefront of the transformation. He speaks with ALB about the road ahead for the firm

H

ow many nuclear scientists does it take to run a law firm? Bill Fazio is in a better position than most to answer that particular question – his first degree was in nuclear physics and mathematics. “I have a pretty wide skillset. I’m the sort of person who takes cars to bits and I originally wanted to be an engineer,” Fazio recalls.

But a school careers counsellor steered the young Fazio away from that particular path and he found himself opting for maths and science. It was the first step in an eclectic career path, which has included a stint as an investment banker at Bankers Trust and long periods of service with the firms now known as Blake Dawson and Minter Ellison.

While it has been a circuitous path to Fazio’s current role at Herbert Geer, he has few regrets. In particular, he values the time spent on the other side of the proverbial lawyer-client fence. “I’ve been a client on a significant matter, I’m able to put myself in the client’s shoes,” he says. “A law firm can be a bit of a cocoon – it’s the real world, but not the whole real world. I’ve experienced

www.legalbusinessonline.com

“A law firm can be a bit of a cocoon – it’s the real world, but not the whole real world” the frustrations of using lawyers and the cost of using lawyers and it’s good to have experienced it rather than just theorising about it.”

Herbert Geer has been one of the movers and shakers of the East Coast legal profession. It was named the second-fastest growing law firm in Australasia in last year’s ALB Fast 10 survey, and many felt that it was unlucky to miss out on the top place, which ALB (controversially) awarded to listed aggregate firm Integrated Legal Holdings. The firm’s most recent milestone was the two-year anniversary of a merger with Brisbane law firm Nicol Robinson Halletts, a move which Fazio says took some time to bed down. “It took about 12 months for people to genuinely and spontaneously see themselves as part of Herbert Geer, rather than NRH with a different name – that’s something everyone had to work at,” he says.

The hardest part of the transformation, says Fazio, was the

William Fazio

Herbert Geer

wholesale changes taking place on a continuous basis across premises, teams, IT, branding and strategy.

“While exciting, the constant change has required a careful focus on maintaining clarity of purpose of all the constituent elements of the transformation. All our planning was around what we were expecting to be, not what we currently were,” he says.

Fazio describes Herbert Geer as “reasonably full service” in Sydney and Brisbane, but says that there is still work to do in building up the breadth and depth of service and a choice of partners to accommodate personal client preferences. “There is a point of critical mass of market awareness, where the market knows you because the market keeps bumping into you.

We have that in Melbourne, but we don’t have that depth of innate market awareness in Brisbane and Sydney just yet,” he says. While expansion into other states is not being ruled out, Fazio says the key priority is to finish 55

PROFILE | managing partner >>

“There is a point of critical mass of market awareness, where the market knows you because the market keeps bumping into you. We have that in Melbourne, but we don’t have that depth of innate market awareness in Brisbane and Sydney just yet” William Fazio

Herbert Geer

56

the job first in Sydney and Brisbane.

“Now is not the best time to add to the “to do” list. If someone in, say, Perth came to us or a client wanted us there, we’d be interested. But it’s not a high priority, it’s on the list there somewhere,” he explains.

Other law firms have opted for a “bolt on” or associate office model for their national operations, but Fazio is a keen believer that sharing of profits across offices is essential for team culture. “I believe that if you don’t have a stake in the outcome of the other offices, why would you care? You might care if you’re a nice person, but would it really be a priority if it doesn’t have an impact on you?” he asks.

Needless to say, Herbert Geer will not be knocking on the doors

of international firms in search of a merger just yet – although Fazio frankly admits that he is not sure what would happen if they came knocking on his door!

Market trends

Having worked at Blake & Riggall (now better known as Blake Dawson), Ellison Hewison & Whitehead (now better known as Minter Ellison) and Andersen Legal, Fazio is in a good position to comment on how the industry has changed and whether the wheel of history will turn again. Having observed the trend towards national firms and the formation of the “big six” in the 1980s and 1990s, he senses that the same trend is once again occurring in the mid-tier space.

It is interesting to hear Fazio talk of his time at Andersen Legal, one of several short-lived forays by accounting firms into the legal advisory space and for a time one of the world’s largest law firms. “I genuinely believe in the idea of a global law firm following global clients,” says Fazio. “Towards the end [of Andersen Legal] we were beginning to see real traction in Europe – I think internal client referrals made up half their work in Europe. If [that model] were still here today, I wonder how it would go in Australia, Asia, or China – the idea has some merit.”

Out of the current crop of Australian law firms Fazio says that he admires Mallesons “for their pursuit of excellence” and Gilbert+Tobin, “for the fact that everyone watches them.

He’s a very interesting guy,” Fazio says of Danny Gilbert. “He’s visionary, a game-changer – everyone likes to watch that firm because they are out of the ordinary.”

Yet Fazio is committed to keeping a distinctive culture at Herbert Geer. He has always maintained that there is an optimum size a law firm can reach to attain a depth of talent, while retaining a collegiate feel. A small but interesting tradition at Herbert Geer is to give new partners a welcome pack including, amongst other things, champagne (“for the great days”) and Panadol (“for the not-so-great.”). “I think this reflects our down-to-earth approach to the realities of life in a service industry,” he says.

“We want it to be great but recognise this can’t always be the case.” ALB Australasian Legal Business ISSUE 8.6

FEATURE | interview >>

IN-HOUSE PERSPECTIVE

David Becker, International Cricket Council

More than a game David Becker, the general counsel of the International Cricket Council, shares the joys and challenges of being in charge of the legal affairs of what is arguably the world’s fastest-growing sport

T

here’s little doubt that David Becker is the envy of every selfrespecting cricket-loving lawyer in the world. His position as general counsel of the International Cricket Council (ICC) - the game’s international governing body - means he is afforded an opportunity rarely extended to many of his peers: the ability to indulge two of his biggest passions, the law and the game of cricket. “I am immensely lucky to have this job,” said Becker, a self-professed cricket tragic. “I have been following cricket since I was a child and to now oversee the legal affairs of the ICC is both personally and professionally satisfying.”

But his position isn’t all fun and games, so to speak. Becker and his four-strong legal team advise the ICC on matters that span the entire spectrum of corporate law - from regulatory issues to IP protection and enforcement, player security and sponsorships, as well the seemingly ever-present threats of corruption, match fixing and ‘rogue’ leagues. It is clear that Becker’s position is as exigent as it is enjoyable.

“I’ve been an M&A lawyer at a Magic Circle firm, represented people like Ernie Els, David Beckham and Michael Schumacher and worked on high-profile football transfers, but my current position is just as, if not more challenging,” he says. “I am not only

58

advising the president and executive of the ICC on legal issues but also on strategic decisions. The legal function is so integrated into everything the ICC does. We are at the forefront of change in the game and the work that we are doing now will have a real impact on a game that is a big part of life for millions of people, for many years to come.”

Custodians of the game

Cricket is somewhat unique among sports, as few are able to bridge geographical, cultural and socioeconomic divides as cricket does.

Even fewer are as capable of metamorphosing to keep up-to-speed with broader social changes. Over the past 40 years cricket has spawned two entirely new formats— one day internationals (ODIs) and Twenty20s (T20s), both of which are shortened variations on five-day test cricket and have revolutionised the game.

But the game’s development is still very much a work in progress. From consolidating the positive inroads it has made in the US and China (through its regional development

►► QUICK FACTS: ICC

• Is the game of cricket’s international governing body • Custodian of the rules and codes which regulate the game • Responsible for carrying out licensing and broadcast issues on behalf of its member countries • Has 104 member countries across the globe

programs the ICC has also had success growing the game in Africa, the Americas, East Asia and Europe) to an expansion of its foothold in traditional strongholds in the subcontinent, it’s clear that the next 40 years will bring the game just as many opportunities.

But as cricket’s following (and, in turn, its commercial potential) continue to flourish, so too do the legal issues confronting it. Here, Becker puts online piracy at the top of the list and says that it is becoming so widespread that it has the potential to affect the commercial integrity of the sport. “At the moment cricket is one of the most pirated sports in the world,” he says.

“Websites that illegally stream cricket matches are increasing by the day and are having a noticeable impact on broadcast rights and their value.”

Becker points out that the game’s most significant revenues in places such as India depend on broadcast

“We are at the forefront of change in the game and the work that we are doing now will have a real impact on a game that is a big part of life for millions of people, for many years to come”

David Becker

ICC

Australasian Legal Business ISSUE 8.6

FEATURE | interview >>

www.legalbusinessonline.com

59

FEATURE | interview >>

“At the moment cricket is one of the most pirated sports in the world. Websites that illegally stream cricket matches are increasing by the day and are having a noticeable impact on broadcast rights and their value” David Becker

ICC

rights, the value of which depends on exclusivity. He estimates that there may be as many as 500 infringing websites in India alone, and expects this number to grow as the sites and their operators become more sophisticated. “Most of these websites had previously operated on a subscription model where they charged users a fee to access content to an advertising based model where users can log on for free … this had seen the number of users, and sites, increase.”

But while cricket is not alone in the fight against online piracy (football, golf and boxing are all engaged in similar battles) it has set itself apart from other sports in how it has dealt with it. Instead of embarking down the long – and often unsuccessful – path of outright enforcement, the ICC’s conciliatory approach has proved much more effective.

“We have devised a bespoke approach where we work with key stakeholders like national cricket bodies and broadcast partners like ESPN and Star Sports,” says Becker. “We employ an online monitoring agency to keep track

of infringing websites after which we negotiate ‘take down’ agreements with each of them. This has proved immensely successful and we have removed about 90% of these illegal websites.”

Evolution of sports law

Just as conspicuous as the growth of sports like cricket, football and golf is the evolution of sports law. Over the past decade it has evolved from what Becker calls a “part-time practice” into a practice area in its own right; providing more than enough work to provide sustenance for a number of specialist law firms in the US and UK or pique the interest of international law firms.

But despite its growth, Becker says that there are still only a small number of experts who can be called upon in the area – even less if one excludes the growing corpus of sports lawyers in the UK from any search. “Ten years ago sports law was just blossoming as a practice area,” he says. “There were hardly any law firms who had the capacity to deal with sports law issues,

“We have devised a bespoke approach where we work with key stakeholders like national cricket bodies and broadcast partners...”

60

David Becker

ICC

let alone any law firms who dealt with it on a full-time basis. But because sports, in general, have become so commercially lucrative a number of firms have expanded into the area.

Larger commercial law firms have good pockets of experience (here Becker singles out UK-based Olswangs, Bird & Bird and Australian-based Mallesons Stephen Jaques for special mention) and the specialist practices have a very good reputation as ‘go-to’ firms, but there is still only a handful of really solid sports lawyers around.” So it’s no surprise that when Becker needs external counsel he looks to specialists.

“We look for specialists in the sports law business,” said Becker. “I want to use lawyers who know our business, but are also familiar with the governance structure of sport in general.” So for those firms considering a sports law presence, Becker believes that the investment is a worthwhile one and offers the following advice.

“A sports lawyers is essentially a commercial lawyer who also has a good grounding in IP, because what you are essentially dealing with in sports law is the issue of rights: the protection and exploitation of them and how this can impact not only the commercial integrity of the sport but also how it affects the people than play it at all levels.” ALB Australasian Legal Business ISSUE 8.6

FEATURE | interview >>

www.legalbusinessonline.com

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MARKETDATA DATE| M&A | M&A MARKET >>>> In association with

M&A TRANSACTIONS AND STATISTICAL ANALYSIS Top 10 Announced Deals - Australasia (8 May, 2010 - 4 June, 2010) Announcement Date

Target Company

Target/Seller Legal Advisor

Bidder Company

Bidder Legal Advisor

Seller Company

Deal Value (AUDm)

10-May-10

Connector Motorways Pty Ltd

Transurban Group

Mallesons Stephen Jaques

17-May-10

Forestry Plantations Queensland

Hancock Natural Resrouce Group

Mallesons Stephen Jaques

1-Jun-10

Airwork Helicopters; and Alliance Airlines Pty Ltd

Bell Gully; Freehills; Norton White

The Carlyle Group LLC

Gilbert + Tobin

10-May-10

United Utilities Australia Pty Ltd

Advising seller: Minter Ellison

Innovation Network Corporation of Japan; JGC Corporation; Manila Water Company Inc; and Mitsubishi Corporation

Blake Dawson; Norton Rose

United Utilities Plc

225

12-May-10

Stella Travel Services Holdings Pty Ltd

Gilbert + Tobin

Jetset Travelworld Ltd

Freehills; Minter Ellison

CVC Asia Pacific Ltd; and UBS AG

220

11-May-10

Mt Millar Wind Farm

Advising seller: Freehills

Meridian Energy Ltd

Allens Arthur Robinson

Transfield Services Infrastructure Fund

191

12-May-10

Angioblast Systems Inc (67% stake)

18-May-10

Ammtec Ltd

Steinepreis Paganin

Campbell Brothers Ltd

Minter Ellison

26-May-10

eServGlobal Ltd (Universal Service Platform)

Advising seller: McCullough Robertson

Oracle Corporation

Freehills

11-May-10

Concord Park Pty Ltd

Notes:

631

Government of Queensland

603

350

Advising seller: Clayton Utz

Mesoblast Ltd

184

134

eServGlobal Limited

113

Toll Holdings Ltd

100

Based on announced deals, including lapsed and withdrawn bids, from 8 May 2010 to 4 June 2010•Based on geography of either target, bidder or seller company being Australasia•Includes all deals valued over USD 5m. Where deal value not disclosed, deal has been entered based on turnover of target exceeding USD 10m•Activities excluded from table include property transactions and restructurings where the ultimate shareholders' interests are not changed•League tables are ranked by volume•Q2 10 * = 1 April 2010 to 4 June 2010

League Table of Legal Advisors to Australasian M&A (Jan 01, 2010 - June 4, 2010) Rank

League Table of Financial Advisors to Australasian M&A (Jan 01, 2010 - June 4, 2010) Value (AUDm)

Deal Count

23,113

12

Deloitte

6,053

8

3

Goldman Sachs

4,379

8

12

4

JPMorgan

2,610

11

5

UBS Investment Bank

11,454

9

6

KPMG

677

9

7

Deutsche Bank

459

8

8

Rothschild

Baker & McKenzie

1,179

7

9

PricewaterhouseCoopers

Gilbert + Tobin

5,070

6

10

Bank of America Merrill Lynch

House

Value (AUDm)

Deal Count

Rank

House

1

Freehills

15,325

20

1

Macquarie Group

2

Mallesons Stephen Jaques

15,052

18

2

3

Clayton Utz

4,110

16

4

Allens Arthur Robinson

25,187

5

Norton Rose

6

Blake Dawson

7

Minter Ellison

8

DLA Piper

9 10

15,651

7

6,201

6

642

6

12,103

5

2,653

5

235

5

10,745

4

Australasian M&A Activity - Quarterly Trends 200

80,000

180

70,000

140

50,000

120

40,000

100 80

30,000

60 20,000

40

10,000 0

62

Number of deals

60,000

Value (AUDm)

160

Value (AUDm) Volume

20

Q1 03

Q2 03

Q3 03

Q4 03

Q1 04

Q2 04

Q3 04

Q4 04

Q1 05

Q2 05

Q3 05

Q4 05

Q1 06

Q2 06

Q3 06

Q4 06

Q1 07

Q2 07

Q3 07

Q4 07

Q1 08

Q2 08

Q3 08

Q4 08

Q1 09

Q2 09

Q3 09

Q4 09

Q1 10

Q2 10*

0

Australasian Legal Business ISSUE 8.6 Australasian Legal Business ISSUE 8.6

MARKET DATA | capital markets >>

EQUITY CAPITAL MARKETS TRANSACTIONS LIST Australia, New Zealand May 16-Jun 12 NB: Does not include transactions valued at less than than USD10m, best efforts transactions and private placements Issuer

Proceeds (USDm)

Issue date

Currency

Bookrunner(s)

Sector

AUSTRALIA Transurban Group

623.6

05/17/10

AUD

JP Morgan Australia Ltd

Industrials

Bradken Ltd

43.0

05/18/10

AUD

Merrill Lynch (Australia) Ltd

Materials

Sphere Minerals Ltd

26.7

05/21/10

AUD

GMP Capital Corp Euroz Securities Ltd Royal Bank of Canada

Materials

Port Bouvard Ltd

16.5

05/20/10

AUD

Macquarie Equity Capital Mkts Euroz Securities Ltd

Real Estate

Perseus Mining Ltd

12.7

05/25/10

CAD

BGF Capital Group Pty Ltd

Materials

Global Nickel Investments Ltd

8.5

05/25/10

AUD

SA Capital Pty Ltd

Materials

AuDAX Resources Ltd

6.1

05/28/10

AUD

Veritas Securities Limited

Energy and Power

Renaissance Minerals Ltd

5.7

06/07/10

AUD

Max Capital Pty Ltd BGF Capital Group Pty Ltd

Materials

Azure Minerals Ltd

4.6

06/08/10

AUD

RFC Corporate Finance Southern Cross Equities Ltd

Materials

Base Iron Ltd

3.9

05/28/10

AUD

RFC Corporate Finance

Materials

Chesser Resources Ltd

3.1

05/28/10

AUD

Taylor Collison Ltd Investec Bank(Australia)Ltd

Materials

Ethan Minerals Ltd

1.7

06/04/10

AUD

Dayton Way Financial Pty Ltd

Materials

Proto Resources & Invest Ltd

1.5

05/20/10

AUD

SA Capital Pty Ltd

Materials

Shield Mining Ltd

1.4

05/31/10

AUD

Paradigm Capital Inc GMP Securities Ltd.

Materials

Southern Cross Goldfields Ltd

1.2

06/03/10

AUD

Patersons Securities Ltd

Materials

Echo Resources Ltd

0.8

05/17/10

AUD

Patersons Securities Ltd

Materials

Golden Tiger Mining NL

0.7

06/10/10

AUD

Shareholder

Materials

AusAmerican Mining

0.7

05/31/10

AUD

DJ Carmichael

Materials

Mikoh Corp Ltd

0.4

05/31/10

AUD

Hanuman Investments Pty Ltd

High Technology

Source: Thomson Reuters

DEBT CAPITAL MARKETS TRANSACTIONS LIST Australia, New Zealand May 16-Jun 12 Issuer

Proceeds (USDm)

Issue date

Currency

Bookrunner(s)

Sector

AUSTRALIA Apollo Series 2010-1

847.3

05/28/10

AUD

Deutsche Bank AG (Australia) Macquarie Bank

Financials

Westpac Banking Corp

500.0

06/10/10

USD

Goldman Sachs & Co

Financials

ANZ Banking Group Ltd

300.0

06/11/10

USD

Deutsche Bank Securities Corp

Financials

ANZ Banking Group Ltd

284.9

06/11/10

CHF

Credit Suisse UBS Investment Bank

Financials

National Australia Bank Ltd

250.0

06/09/10

USD

JP Morgan

Financials

Australian Capital Territory

201.0

06/08/10

AUD

RBS UBS Investment Bank

Government and Agencies

Optus Finance Pty Ltd

128.3

06/03/10

HKD

Barclays Bank PLC

Telecommunications

National Australia Bank Ltd

85.2

06/10/10

AUD

RBC Capital Markets

Financials

Telstra Corp Ltd

42.4

06/03/10

HKD

HSBC Holdings PLC

Telecommunications

Dunedin City Treasury

27.4

06/10/10

NZD

ANZ Banking Group (NZ) Bank of New Zealand

Consumer Products and Services

Hamilton City Council

17.0

05/21/10

NZD

Bank of New Zealand

Government and Agencies

NEW ZEALAND

Source: Thomson Reuters

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