Australasian Legal Business (OzLB) Issue 9.02

ISSUE 9.02

Brisbane: the clean-up begins Firms count the costs – and the benefits

M&A End of the mega-deals?

GCs speak out Workloads go up, teams pare down

Africa The next frontier for Australian firms?

MARKET-LEADING ANALYSIS

COMPREHENSIVE DEALS COVERAGE

DEBT & EQUITY MARKET INTELLIGENCE

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ISSUE 9.02

EDITORIAL >>

Brisbane: the clean-up begins Firms count the costs – and the benefits

M&A End of the mega-deals?

GCs speak out Workloads go up, teams pare down

Generally speaking

Africa The next frontier for Australian firms?

MARKET-LEADING ANALYSIS

COMPREHENSIVE DEALS COVERAGE

DEBT & EQUITY MARKET INTELLIGENCE

www.legalbusinessonline.com

Cover.indd 1

2/23/2011 3:49:28 PM

IN THE FIRST PERSON

I

n recent years, a clear trend has begun to manifest itself in the field of postgraduate education for lawyers. Educational providers are finding themselves increasingly catering for new demand in what might be called ‘vocation-based’ study. This trend spans the entire range of legal practice: from traditionally smaller areas such as criminal law and immigration law through to the big end of town – corporate advisory and tax.

The advantages of taking a specialised course are obvious. In our ‘Postgraduate Study’ feature on pg 56 in this issue, we hear from lawyers who have experienced a direct boost to their practice through having undertaken specialised study and being able to present themselves as a qualified expert in their chosen area.

However, broader horizons also beckon. One might take the example of our featured managing partner, John Denton at Corrs Chambers Westgarth, who has been able to build his firm’s Asia practice based on a deep understanding of regional economies and business customs. While it is arguable that this is a specialisation in itself, what he says is uniquely powerful about the Corrs approach is the ability to put legal practice within its broader social and economic context. That is the forte of the generalist, not the specialist.

Denton is a former diplomat and his market knowledge and experience is no doubt as much drawn from his working life as his academic pursuits. Still, for those lawyers looking to further their education, perhaps there is something to be said for being a generalist.

“We expect cash to be king in 2011. While there will be scrip deals on offer, expect to see a higher proportion of cash deals in many cases with concurrent capital raisings” Tony Damian, Freehills (p16)

“Floating LNG allows you to effectively construct a plant on a ship and bring it from field to field, which allows you to access a lot of deposits that are a long way offshore” Paul Lingard, Mallesons (p33)

“We want lawyers to be independant from the business.

It is important to remember that while the legal team is always available to facilitate the business and deliver commercial risk solutions, the legal team should protect the bank’s franchise...

Jiun Yoong Lim, RBS (p54)

Educational providers are finding themselves increasingly catering for new demand in what might be called ‘vocation-based’ study. This trend spans the entire range of legal practice…

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Australasian Legal Business ISSUE 9.02

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contents >>

contents

ALB ISSUE 9.02 24

30

56

COVER STORY

10 Australians in Africa

Should Australian firms be following Norton Rose into Africa?

ANALYSIS

PROFILES

22 Appointments

12 Brisbane: the clean-up begins Over A$60bn worth of resources industry investment is at stake in the Sunshine State, but what impact will the floods have on these projects?

24 ALB-LexisNexis Managing Partner Series: John Denton, Corrs You can succeed in Asia without a local office, says Corrs CEO John Denton. He explains why

COLUMNS

52 ALB-Kensington Swan In-house Perspective:Jiun Yoong Lim, RBS Jiun Yoong Lim, who heads the Australian legal team at RBS, swapped a career as a concert pianist for the legal profession

21 In-house Q&A

14 M&A Is BHP’s epic failure with Canada’s Potash Corp an ill omen for M&A workflows this year?

FEATURES 30 Mining & resources Should Australian mining companies consider a dual-listing overseas to attract that all-important Asian capital?

36 Dictation/transcription The wrap-up of the latest technology in the field 42 In-house issues In-house lawyers should prepare themselves for a highly challenging year of regulatory change, top GCs tell ALB 56 Postgraduate education As the 2011 legal year commences, it could be time for lawyers to think about going back to school to get ahead

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REGULARS

11 UK Report 13 US Report 62 M&A deals data 63 Capital markets deals data

COMMENTARY 9

New Zealand Buddle Findlay

6 DEALS 18 NEWS • Chief Justice Spigelman urges firms to increase competition • Clifford Chance arrival an Asian play • Women dominate recent admissions but lag in partnerships • We don’t encourage frivolous claims, say litigation funders • New CLE requirements for NZ lawyers • Legal bodies add to debate on national reforms

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 9.02

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NEWS | deals >>

it took over Fonterra’s Peters Ice Cream business in Western Australia in June 2009 and in various trademark disputes

deals in brief

| M&A |

►► GREENBOX GROUP REVERSE ACQUISITION OF JACK GREEN ENERGY undisclosed Firm: Arnold Bloch Leibler Lead lawyer: Andrew Silberberg Client: GreenBox Firm: Dibbs Barker Lead lawyer: Mark Addison Client: Administrators of the Jackgreen Group

| M&A | ►► RIO TINTO BID FOR RIVERSDALE MINING A$3.9bn Firm: Minter Ellison Lead lawyers: Costas Condoleon, Simon Scott Client: Rio Tinto Firm: Gilbert+Tobin Lead lawyer: Garry Besson Client: Riversdale Mining • Companies have entered a Bid Implementation Agreement for a cash offer by Rio Tinto in an offmarket takeover • Deal is indicative of Gilbert+Tobin’s renewed focus on mining and energy since its tie-up with Perth firm Blakiston & Crabb in June 2010

| M&A | ►► MARAC FINANCE, CBS, CANTERBURY AND SOUTHERN CROSS BUILDING SOCIETY MERGER A$1.7bn Firm: Chapman Tripp Lead lawyers: Barry Brown, Tim Tubman, Mark Reese, Adam Ross Clients: MARAC Finance, CBS, Canterbury, Southern Cross Building Society

6

• Champan Tripp was sole legal advisor to all three banks in one of the firm’s largest 2010 transactions • Before the merger, none of the banks had been a Chapman Tripp client; Chapman Tripp also recently advised ANZ on a NZ$2.3bn preference share structured finance transaction

| M&A | ►► NESTLÈ FINAL ACQUISITION OF JENNY CRAIG AUSTRALIA AND NEW ZEALAND undisclosed

• Reverse acquisition was first in a series of deals orchestrated to bring the Jack Green Group out of receivership. The revival of the energy retailer is believed to be the first of its kind in Australia • Arnold Bloch Leibler has advised GreenBox on every stage of the complex set of transactions • Dibbs Barker also advised on the Xplore capital takeover bid in 2010

| M&A | ►► DP WORLD SALE OF CONTAINER TERMINAL ASSETS A$1.5bn

advisers), Deutsche Bank AG and Citigroup Global Markets on the international deal

| M&A | ►► FLETCHER BUILDING BID FOR CRANE GROUP A$740m Firm: Gilbert+Tobin Lead lawyers: Philip Breden, Gary Lawler Client: Fletcher Building Firm: Bell Gully Client: Fletcher Building Firm: Blake Dawson Lead lawyers: Bill Koeck, Philip Maxwell Client: Crane Group • Fletcher Building seeks to leverage the combined Fletcher Crane group in terms of procurement and amalgamation of logistics and distribution arrangements with this deal, which was initially rejected

by Crane group as inadequate in December 2010 • Gilbert+Tobin and Fletcher Building hold an existing client relationship; firm advised on Fletcher’s 2003 acquisition of Tasman Building Products, worth A$230m

| M&A |

Firm: Mallesons Stephen Jaques Lead lawyer: Mike Barker Client: Nestlè

Firm: Freehills Lead lawyer: Philippa Stone Client: DP World

►► KORDAMENTHA SALE OF GRIFFIN COAL

Firm: Arnold Bloch Leibler Lead lawyer: Jonathan Wenig Client: Jenny Craig Australia and New Zealand

Firm: Linklaters Client: DP World Dubai based investors

Firm: Corrs Chambers Westgarth Lead lawyers: Iain Laughland, Dominic Emmett Client: KordaMentha Administrators

• Arnold Bloch Leibler also advised a group of investors and managers when Australia and New Zealand arm of Jenny Craig was sold in 2005, providing ongoing support and ensuring a successful exit

• Deal involved the sale of 75% of DP World’s interest in Australian container terminals to Citi Infrastructure Philippa Stone Freehills Investors (CII).

The parties will still be in a strategic partnership with DP World retaining a 25% stake

• Mallesons has also acted for Nestlè on a regular basis, including when

• Freehills team worked closely with Linklaters (DP World’s Dubai based

• Effective from January 2011, Jenny Craig Australia and New Zealand will operate as part of Jenny Craig Inc – a division of Nestlè Global Nutrition

Undisclosed

Firm: Baker & McKenzie Client: KordaMentha • Deal is expected to close during February 2011: Griffin Coal will be sold to Indian-based Lanco Infratech • Transaction requires pre-sale divestment of Griffin Coal’s power station assets • Corrs has had a relationship with KordaMentha since 2002, when the two firm worked together on the Ansett administration Australasian Legal Business ISSUE 9.02

NEWS | deals >>

• Corrs also advised Martin Madden of KordaMentha on the A$700m sale of the CrossCity Tunnel to the ABN/AMRO/Leightons consortium in 2007

| M&A | ►► GREAT SOUTHERN SALE OF PLANTATION ASSETS A$415m Firm: Minter Ellison Lead lawyers: Brendon Watkins, Nick Anson, Carolyn Reynolds, Don MacCallum Client: Great Southern Group

►► YOUR MONTH AT A GLANCE Firm Addisons Allens Arthur Robinson Allion Legal Arnold Bloch Leibler

Baker & McKenzie Bell Gully Blake Dawson

Blakiston & Crabb Chapman Tripp Brendon Watkins Minter Ellison

Firm: Clayton Utz Lead lawyers: Matt Anderson, Peter McMahon Client: New Forests

Clayton Utz

Corrs Chambers Westgarth Dibbs Barker Freehills Carolyn Reynolds

• Largest private Minter Ellison forestry sale by area in Australia, covering 269,000 hectares and six states

• Minter Ellison also acted for a club of banks to secure funds after Great Southern accumulated over A$800m debt in May 2009. Firm is receiver for a number of asset sales following the collapse of Great Southern

| M&A | ►► MITSUI ACQUISITION OF GREAT SOUTHERN TIMBER HOLDINGS AND HANSON PL Undisclosed Firm: Minter Ellison Lead lawyers: Carolyn Reynolds, Nick Anson Client: McGrath Nicol (receivers and managers of Great Southern) Firm: Norton Rose Lead lawyers: Chris McLeod, Liz Allnutt Client: Ferrier Hodgson (administrators, Great Southern Timber Holdings) Firm: Clayton Utz Client: Mitsui www.legalbusinessonline.com

Garland Hawthorn Brahe Gilbert+Tobin

Holding Redlich MacPherson+ Kelley Maddocks Mallesons Stephen Jaques Middletons

Minter Ellison

Norton Rose Thomsons Lawyers Webb Henderson Weil Gotshal Manges

Jurisdiction Aus Aus Aus Aus Aus/HK Aus Aus Aus Aus/HK Aus Aus NZ/Aus Aus Aus NZ/Aus Aus

Deal name Santos sale of 15% stake on GLNG Santos sale of 15% stake on GLNG Catalyst Investment Managers leveraged buyout of AC Components Giralia Resources merger with Atlas Iron Consolidated Media Holdings acquisition of stake in Seek Asia Nestlè final acquisition of Jenny Craig Australia and New Zealand Greenbox Group capital raising Myer acquisition of 65% stake in Sass & Bide Consolidated Media Holdings acquisition of stake in Seek Asia Photon Group sale of companies to Salmat KordaMentha sale of Griffin Coal Mining Company Fletcher Building bid for Crane Group Giralia Resources merger with Atlas Iron Santos sale of 15% stake on GLNG Fletcher Building bid for Crane Group Underwritten entitlement offer and placement by Altona mining

NZ

MARAC Finance, CBS, Canterbury and Southern Cross Building Society merger Myer acquisition of 65% stake in Sass & Bide CHAMP acquisition of Constellation brand wine Great Southern sale of plantation assets to New Forests Mitsui acquisition of Great Southern Timber Holdings and Hanson Pl Regent Pacific bid for BC Iron KordaMentha sale of Griffin Coal Mining Company Catalyst Investment Managers leveraged buyout of AC Components Greenbox Group capital raising DP World sale of container terminal assets

42 230 415 Undiscl.

Undiscl.

Undiscl.

Undiscl.

Undiscl.

1,500

M&A M&A M&A M&A M&A M&A M&A Equity M&A

MAC Acquisition by Oil States International Santos sale of 15% stake on GLNG Omnicom Group acquisition of 74% stake in Clemenger Group Catalyst Investment Managers leveraged buyout of AC Components Ridley Corporation acquisition of Camilleri Stockfeeds

651 500 150 Undiscl.

Undiscl.

M&A Equity M&A M&A M&A

Aus Aus/UK Aus/HK Aus/UK Aus Aus Aus Aus Aus Aus Aus/US Aus

Rio Tinto bid for Riversdale Mining CHAMP acquisition of Constellation brand wine Consolidated Media Holdings acquisition of stake in Seek Asia Paddy Power acquisition of Sportsbet Photon Group sale of companies to Salmat Limited Macarthur Cook acquisition of 310-330 Pitt St Fletcher Building Limited bid for Crane Group Water Resources Group listing on the ASX Underwritten entitlement offer and placement by Altona mining Ridley Corporation acquisition of Camilleri Stockfeeds Omnicom Group acquisition of 74% stake in Clemenger Group Harbert Australian Private Equity acquisition of interest in Sumo Group

3,900 230 206 132 90 Undiscl.

740 75 70 Undiscl.

150 Undiscl.

M&A M&A Equity M&A M&A Property M&A Equity Debt M&A M&A Private equity

Aus Aus Aus Aus Aus Aus Aus Aus Aus Aus Aus Aus/UK Aus Aus/UK

WPG Resources capital raising Santos sale of 15% stake on GLNG Nestlè final acquisition of Jenny Craig Australia and New Zealand Greenbox Group capital raising Great Southern collapse Harbert Australian Private Equity acquisition of interest in Sumo Group Regent Pacific bid for BC Iron Greenbox Group capital raising Rio Tinto bid for Riversdale Mining Great Southern sale of plantation assets Mitsui acquisition of Great Southern Timber Holdings and Hanson Pl Paddy Power acquisition of Sportsbet Mitsui acquisition of Great Southern Timber Holdings and Hanson Pl CHAMP acquisition of Constellation brand wine

85 500 Undiscl.

Undiscl.

Undiscl.

Undiscl.

Undiscl.

Undiscl.

3,900 415 Undiscl.

132 Undiscl.

230

Equity Equity M&A Equity Debt Private equity M&A Equity M&A M&A M&A M&A M&A M&A

Aus/HK Aus/HK

PCCW/Telstra Joint Venture restructuring PCCW/Telstra Joint Venture restructuring

Undiscl.

Undiscl.

Joint venture Joint venture

Aus Aus/UK Aus Aus Aus Aus Aus Aus Aus/US/ Dubai Aus Aus Aus/US Aus Aus

A$m 500 500 Undiscl.

828 206 Undiscl.

Undiscl.

42 206 90 Undiscl.

740 828 500 740 70 1,700

Practice Equity Equity M&A M&A M&A M&A Equity M&A M&A M&A M&A M&A M&A Equity M&A Debt M&A

Does your firm’s deal information appear in this table?

Please contact

alb@keymedia.com.au

61 2 8437 4700

7

NEWS | deals >>

• Following this acquisition, Mitsui will access trees under lease agreements with landholders on the 14,000ha of certified plantations around Bunbury • Minter Ellison is advising receivers and managers McGrath Nicol on the sale of assets related to Great Southern’s collapse. Firm has had a relationship with receiver since 2007 • Norton Rose also advised Ferrier Hodgson on its role in the Clive Peeters administration in May 2010

| M&A | ►► REGENT PACIFIC GROUP BID FOR BC IRON A$345m (approx) Firm: Clayton Utz Lead lawyer: Heath Lewis Client: Regent Pacific Firm: Middletons Lead lawyer: Simon Salter Client: BC Iron

• Deal saw CHAMP acquire wellknown Australian brands including Hardy’s, Houghtons, Leasingham and Banrock Station • Thomsons advised Constellation on all due-diligence aspects. Firm had also advised on the proposed merger with Australian Vintage • Gilbert+Tobin also advised CHAMP and CATALYST on financing for their acquisition of the Millers retail group. In this deal the firm’s banking & finance partner John Schembri advised on setting up a working capital facility worth A$50m • Clayton Utz’s relationship with Constellation dates back to its acquisition of BRL Hardy on which the firm acted in 2003

| EQUITY | Simon Salter Middletons

• Friendly bid by HK-listed Regent Pacific consists of an all cash offer of $3.30 per BC Iron share • Middletons has acted for BC Iron for over 3 years in relation to their JV relationship with Fortescue Metals Group (FMG) • Clayton Utz deal team has also recently advised Anatolia Minerals Development on merger with Avoca Resources to create a $2bn gold enterprise, and Talison Lithium on its $350m merger with Salares Lithium

| M&A | ►► CHAMP ACQUISITION OF CONSTELLATION WINE BUSINESS A$290m (approx.)

Firm: Gilbert+Tobin Lead lawyers: Peter Cook, Charles Bogle Client: CHAMP Firm: Clayton Utz Lead lawyer: Rod Halstead Client: Constellation Firm: Thomsons Lawyers

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Lead lawyer: Loretta Reynolds Client: Constellation

►► CONSOLIDATED MEDIA HOLDINGS AND SEEK ASIA COACQUISITION IN JOBS DB A$206m Firm: Gilbert+Tobin Lead lawyers: Andrew Bullock, Garry Besson Client: Consolidated Media Holdings and Macquarie Bank Firm: Arnold Bloch Leibler Lead lawyers: Steven Klein, Jonathan Wenig Firm: Baker & McKenzie Lead lawyers: Dorothea Koo, Cheung Yuk Tong, Nancy Leigh (based in HK) Client: CMH co-investor Tiger Global • SEEK Asia will acquire 60% of Jobs DB from JDB Holdings for A$142m.

CMH, Macquarie and Tiger Global together invested A$64m • Arnold Bloch Leibler has advised SEEK since its inception in 1997, including in its A$600mn IPO and listing on the ASX, a A$120mn secondary offering, acquisition of the Think Education Group, and acquisition of interests in several overseas employment web sites • Gilbert+Tobin also advised CMH on the sale of its shares in SEEK for A$5.05 per share during a run of underwritten sell-downs to institutional investors in the market in 2009

| M&A | ►► CATALYST INVESTMENT MANAGERS LEVERAGED BUYOUT OF AC COMPONENTS

| M&A | ►► GIRALIA RESOURCES MERGER WITH ATLAS IRON A$828m

Undisclosed Firm: Allens Arthur Robinson Lead lawyers: Steve Clifford, Richard Gordon, Chris Schulz, Adam Lunn, Tim Golder Client: Catalyst Investment Managers Firm: Freehills Lead lawyer: Dan Blue Client: AC Components Firm: Corrs Chambers Westgarth Client: Underwriters Westpac and CBA • Deal saw Catalyst Investment managers buy out Australia’s largest air-conditioning wholesaler, AC Components in late 2010. Involved a cash purchase with potential deferred payment of an undisclosed amount • Allens also advised Catalyst on its acquisition of Actrol Parts, distributor of refrigeration and airconditioning parts, in April 2010 • Corrs Chambers Westgarth advised the underwriters on this deal, Westpac and CBA

| PRIVATE EQITY | ►► HARBERT PRIVATE EQUITY ACQUISITION OF STRATEGIC INTEREST IN SUMO GROUP

Firm: Allion Legal Lead lawyers: Phil Lucas, Simon Panegyres Client: Giralia Resources Firm: Blake Dawson Lead lawyer: Murray Wheater Client: Atlas Iron Limited • Merger completed 20 December, 2010 after Atlas Iron announced its bid for Giralia earlier in December.

Agreement signed offers 1.5 Atlas shares per Giralia share, or 1.33 Atlas shares plus 50c cash.

• Blake Dawson has a pre-existing relationship with Atlas Iron. Recently it advised on Atlas Iron’s A$105m placement to institutional investors

| M&A | ►► OMNICOM GROUP ACQUISITION OF 74% STAKE IN CLEMENGER GROUP Firm: Holding Redlich Lead lawyers: Helen Vines, Toby Yiu, William Khong Client: Clemenger Group Firm: Freehills Lead lawyer: Nicola Yeomans Client: Omnicom Group Inc

Undisclosed Firm: Middletons Lead lawyer: John Mann Client: Harbert Australian Private Equity Firm: MacPherson+Kelley Lead lawyer: Gerard Kennedy Client: The Sumo Visual Group • Harbert acquired strategic interest in Sumo Visual Group, a provider of print, signage and digital signage applications for retail and business • Middletons now has an ongoing relationship with Harbert; firm also advised on Harbert’s strategic investment in Emeis Holdings, the owner of the AESOP cosmetics business in January 2010

• Deal valued at A$150 mn, A and C class shareholders in Clemenger Group agreed to New York based Omnicom Group Inc acquiring 50% of their shares, to take Omnicom to a 74% controlling stake in Australasia’s largest marketing and communications group • Omnicom’s A$70mn refinancing of Clemenger’s employee share scheme was completed at the same time • Holding Redlich, in particular Helen Vines, has advised the Clemenger Group in connection with numerous acquisitions and divestments

Helen Vines Holding Redlich

Australasian Legal Business ISSUE 9.02

Firm Profile |

NEWS deals >>

NZ Commentary

NEW ZEALAND’S OVERSEAS INVESTMENT REGIME – UNDER FURTHER REVIEW In 2009 the National led government announced that it would be reviewing the overseas investment regime in New Zealand.

There had been some criticism that the regime had become overly burdensome and bureaucratic and may have even been causing overseas investors to be reluctant to invest in New Zealand.

By way of brief background, an overseas person is required to obtain the consent of the Overseas Investment Office for a significant business investment, acquisition of sensitive land or a fishing quota. A significant business investment is one exceeding NZ$100m.

Sensitive land covers a wide range of land types including non-urban land over five hectares in area, land including the foreshore and even land adjoining other land that is classed as a reserve or park.

In terms of business investments, the investor must meet certain criteria set out in the regulations including being of good character, having business acumen and being financially committed to the investment. Acquisitions of sensitive land require the investor to meet another range of criteria effectively showing that the investment will benefit New Zealand.

In the case of non-urban land the investor must also show that the benefits created by the investment will be substantial and identifiable.

In a report suggesting a number of changes to the regime, the New Zealand Treasury pointed to three issues with the screening requirements. These were the: • Complexity and cost of preparing and assessing applications • Uncertainty that the regime created for investors • Costly conditions of consent often imposed on investors.

As an example, sensitive land applications require 27 factors to be addressed. Treasury noted that sensitive land applications make up around 85% of all applications and there was a great desire to simplify some of the above issues. www.legalbusinessonline.com

However, before the review was completed, concern was starting to be expressed through the media about the sale of productive land (especially farm land) to overseas investors.

In particular, a large group of farms (known as the Crafar farms) was placed on the market by receivers. An overseas company had an offer accepted conditional on obtaining the consent of the Overseas Investment Office. The prospect of these large areas of productive dairy farms going out of New Zealand ownership created a wide-ranging debate about the merits of allowing overseas investment in productive land.

The response to this debate came in December 2010 with the issue of a new Ministerial directive letter to the Overseas Investment Office as well as new regulations.

The overall effect of the directive letter and regulations is to add two more factors to the existing criteria to be assessed when overseas investors apply to purchase sensitive land.

This was not the direction the Treasury had in mind back in 2009.

The two new criteria are the “economic interests factor” and the “mitigating factor”.

The aim of the new criteria is clear from the Minister’s letter. It states that the land-based primary sector is important to New Zealand and therefore the Overseas Investment Office is to give “high relative importance” to the questions of whether overseas investment in “large” areas of farm land will, or is likely to, benefit New Zealand and whether that benefit will be, or is likely to be, substantial and identifiable. “Large” in this context is stated to be an area of land around ten times the size of the average farm undertaking the same activity as is carried out on the land being acquired. In dairy farms this equates to approximately 1700 hectares. The directive letter also requires the Overseas Investment Office to take into account existing land holdings so that acquisitions of “large” areas can happen in a number of transactions.

The mitigating factor is intended to allow overseas investors an opportunity to show how New Zealanders might participate in the investment such as whether a New Zealander

might be part of the overseas investors governing body or the extent to which New Zealanders will have any partial interest or controlling stake in the overseas investment.

An investor does not have to put in place any mitigating factors but the overseas investment office will take such measures into account when deciding whether the mitigating factor is met.

Time will tell whether these new criteria have the effect of slowing down the sale of productive land to overseas investors. The Crafar farm sale was not approved by the Overseas Investment Office but the important factor in that decision was the failure by the investor to meet the good character criteria.

Interestingly, in December the Overseas Investment Office approved the sale of approximately 3,300 hectares of dairy and dairy conversion land to German investors.

However, none of these deals would have been classified as the sale of “large” farms.

While the new regulations and Ministerial directive letter may prevent the sale of large farms there may still be some criticism that the sale of reasonably large areas of productive land will continue to be approved.

Daniel Kelleher is a Senior Associate in the Auckland office of Buddle Findlay, one of New Zealand’s leading law firms. Daniel is a member of our national property team and has extensive experience in property sector corporate and commercial transactions. He can be contacted by phone: +64 9 358 7022 or email daniel.kelleher@buddlefindlay.com

DANIEL KELLEHER Buddle Findlay

9

NEWS | analysis >>

Investment

ANALYSIS >>

Branching out Junior miners are heading for the wide open spaces of Africa in search of resources – and their lawyers are not too far behind

W

hen Norton Rose announced a merger with Canada-based Ogilvy Renault and South Africabased Deneys Reitz in November last year, the firm cited the growing ChinaAfrica deal flow as the key rationale for the move. That may well be the case, but it would have also been accurate to add Australia into the mix: Australian miners have been world leaders in exploring the potential of African resources. All the more reason, then, for Australian law firms to take note.

Junior miners have been particularly active, a fact which came to prominence following the tragic death of representatives from Perthbased Sundance Resources in a plane crash in the Congo last year. Other examples include Equatorial Resources on the search for iron ore in Congo and Waratah Gold, which made an acquisition in the Congo last year.

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There are a number of possible reasons suggested for this trend.

Anecdotally, many of the junior miners in question are controlled

by South African expats David Walker with the appropriate Holding Redlich contacts. It may also be a case of junior miners being squeezed out of the Australian market. “A lot of assets in Australia are becoming reasonably mature. Junior explorers are finding it harder to find new territory they can explore where they can find something which can prove to be a bounty – but you will find that offshore,” says Holding Redlich’s David Walker.

There is also interest from the majors, with Rio Tinto making a A$3.9bn bid for Australian coking coal developer Riversdale Mining to gain access to coal reserves in Mozambique.

Is there a new paradigm of Australian-African-Chinese investment in resources projects?

Lawyers are observing greater Chinese interest for participating in Australian projects in Africa – either through investment in the project or the company itself, or by providing the infrastructure. “These projects will need serious money for infrastructure,” says Blakiston & Crabb partner Michael Blakiston.

“The miners have got the asset, so the logical people to team with are the Chinese who have got the know-how and the capital. I think we’re going to see a lot of that. There’s going to be a lot of advisory work on infrastructure issues in Africa.” Blakiston said that the opportunity to get involved in these projects via associate firm King & Wood was one of his motivations for entering an alliance with Gilbert + Tobin last year.

“We’ve been pitching on work with King & Wood,” he said. “We wouldn’t have the brand [to pitch ourselves] in China, but Gilbert + Tobin certainly does, particularly teamed up with King & Wood. My view is that this is where the alliance is really strategic when it comes to outbound Chinese investment. Hopefully it will position us well when we’re talking about advising on projects which don’t ►► AUSTRALIAN INVESTMENT IN AFRICA – QUICK FACTS

1 2 3

Approximately 220 Australian mining and oil companies have some 595 projects across 42 countries in Africa 143 new Australian projects were added in 2010 alone Australia’s mineral and resources companies have more projects in Africa than in any other region of the world except Australia

Source: Australian Trade Commission survey, February 2011 Australasian Legal Business ISSUE 9.02

NEWS | analysis >>

“The miners have got the asset, so the logical people to team with are the Chinese who have got the know-how and the capital” MICHAEL BLAKISTON, BLAKISTON & CRABB necessarily have an Australian flavour other than the fact that the sponsor is an Australian company.”

Relationships

The challenge of building relationships with lawyers in Africa stands in stark contrast to the situation in Asia, where Australian firms have had a presence for several decades. The challenge is not simply finding suitably qualified local lawyers to work with, but also in many cases working with government to build an environment which is capable of supporting the projects.

“It is a bit of a new frontier,” said Mallesons’ Paul Lingard. “Laws in those parts of the world are constantly evolving. A lot of the places where these juniors are going are places that don’t have mining laws – it simply hasn’t been an issue. So what a lot of the large projects start generating is the need for that backing. It is uniquely challenging.”

Given the preponderance of smaller miners in Africa, one might be inclined to think that top-tier firms would be less active in this space, but Lingard said that this has not been the case. “Certainly, unlike other industries where you’d say almost with certainly that an entity with a market cap below a certain amount just wouldn’t use a big firm, mining companies in my experience are the exception,” he said. “A lot of companies, even the small ones, have seen value out of using bigger firms over time. There are some relationships there.”

It might also be a case of competitive law firms vying with each other for the right to perform cutting-edge work. “It’s an exciting area; it’s a new untapped area and no doubt there’s an aspect of wanting to be in and around that kind of expansion – it’s certainly something we’ve engaged with clients on,” said Lingard. ALB www.legalbusinessonline.com

uk report EU bar associations still compulsory following last-minute intervention The European Commission, in its ‘Annual Growth’ survey in mid-January, recommended EU member states remove restrictions on memberships of professional associations. That includes Bar Associations, which lawyers are currently required to be a member of before practicing. Following the intervention of EC vice president Viviane Reding, however, the Commission recognised that the restriction would have ‘adversely affected the legal sector across Europe’. The amended version of the communication now requires removal of: “unjustified restrictions on professional services such as quotas and closed shops”.

Freshfields, Ashurst make a stand on partner hours Ashurst LLP has announced a new policy raising the number of hours partners are expected to work on either ‘billable client work or other firm related activities’ to 50 (up from 35).

The announcement comes hot on the heels of Freshfields vowing to make its partners focus on

fee-earning in the coming year. Senior partner Will Lawes and executive partner Stephen Ellers have said they will spend up to half their time on fee-earning. Senior partner Ted Burke said “[this commitment] is part of the thinking behind the new team. We had internal issues to deal with five years ago, but now anyone in management can focus on our clients and our people.”

Freshfields gets top billing in Whitehall legal spend Freshfields was paid £6.25m and was the top billing law firm for 2010 on the UK Government panel of legal advisors. Based on legal spend over the past three years, Freshfields was third behind Field Fisher Waterhouse and Pinsent Masons, who each billed £15.8m and £14.7m respectively. The framework agreement, formerly called Catalist and used by the majority of government departments, covers 48 firms across eight different areas of work.

Government departments are not formally required to use the panel list, however, and when the treasury sought legal help to rescue the banks, the advice given by Slaughter & May was off-panel.

 ROUNDUP

• Norton Rose has secured ex-Freshfields commercial litigation and arbitration star Yaroslav Klimov as partner, heading the Russia dispute resolution team, based in Moscow • DLA Piper has entered into an exclusive relationship with Portugese firm Azevedo Neves Benjamin Mendes Carvalho & Associados (ABBC). As yet, ABBC has not taken any DLA branding • Linklaters has appointed Brussels head of tax, Henk Vanhulle, as global tax chief. Vanhulle has been a partner since 1995 and takes over from Yash Rupal, whose 3 year term has ended • International firm Edwards Angell Palmer & Dodge (EAPD) has announced the appointment of ex-CMS Cameron McKenna corporate partner Niall McAlister as life sciences partner, effective 10 January, 2011 • Shell has requested details of anti-corruption and compliance policy of non-panel firms it does business with, ahead of the introduction of the Bribery Act • Barlow Lyde & Gilbert will be disappointed with its newly opened Brazilian operation. São Paulo based Barlow Lyde & Gilbert Consultores allegedly turned over GBP115,000 but made a loss of GBP 209,000 • Clifford Chance’s London office advised on the financing of US$568m worth of guaranteed notes due 2017 by the Ukranian state enterprise “Financing of Infrastructural Products”, to finance infrastructure for the UEFA championship in 2012 • Eversheds has managed to double its revenue from non-European offices over 2009-10. The Middle East has proved the largest untapped source and opening in Singapore and Hong Kong also contributed to the increase • SNR Denton and Macfarlanes will battle in the UK’s High Court over which Formula 1 team has the rights to use the Lotus brand. Group Lotus, a Malaysian owned, British-run engineering business granted rights to Malaysian company 1Malaysia F1 team in 2010, but subsequently withdrew them

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NEWS | analysis >>

ANALYSIS >>

And now for the

clean-up

Resources industry

Lawyers are pondering what last month’s Brisbane floods will mean for their practices

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well-known perversity of economic growth is that natural disasters frequently, at least in GDP terms, have a net positive effect on the economy – once rebuilding commences. That is a fact not unlikely to have gone unnoticed by lawyers eyeing the sodden wreckage of the Brisbane CBD. This is not an opportunity for cynicism. Many Brisbane lawyers themselves and their families were directly impacted by the floods; law firms were among many corporate Australians to contribute financially to relief efforts. But when all is said and done, it would be difficult to conclude that corporate firms will be the poorer for this event.

In the short term, it is true that the big projects and M&A deals have been put on the back-burner.

However, this work has been replaced by more pressing issues: for example, the declaration of force majeure and seeking special dispensation to pump

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infrastructure is high on the list for many firms, as they get back into their offices. “I expect we will see quite a lot of the old infrastructure in the state replaced with better infrastructure and the Federal Government placing a lot of emphasis on getting it right,” said Klug.

McCullough Robertson managing partner Guy Humble agreed and suspects that as a result of the Premier's recently announced enquiry, there will be some reallocation or prioritisation of funds for infrastructure, but no postponements.

Humble also predicted an increase in the amount of M&A work in the region: “As a result of infrastructure damage in regional Queensland, some leveraged assets may become stressed Guy Humble McCullough and therefore targets for Robertson M&A,” he said.

and release floodwaters into catchment areas. In the longer term, the challenge of rebuilding the state will generate its own substantial workflow.

“I don’t want to underestimate the enormity of what has occurred, but the rebuilding stage will create a good deal of work. I think we will have to be very ready to assist clients and help them as they look to get back on track,” said Clayton Utz Brisbane managing partner Michael Klug.

Work associated Michael Klug with the re-building Clayton Utz of the state’s damaged

There is no question that the recent flooding in Queensland has delivered a major blow to the resources industry. According to the Queensland Resources Council, inclement weather had cost the coal industry alone some A$2.3bn worth of lost sales by mid-January. A week after the waters receded, about 15% of the state’s coal mines were in full production, with 60% operating under restrictions and a further 25% yet to resume normal operations. In addition to pumping water out of mines, miners are also dealing with disruptions to freight logistics, with several rail lines out of action or under stress. “Even where the line is intact, there is still the need to operate trains at restricted speeds,” said AAR partner John Greig.

Queensland is already capacityconstrained and the damage to rail infrastructure is a blow to an already congested system for moving commodities to market. “The price of coal is going up dramatically because

“l expect we will see quite a lot of the old infrastructure in the state replaced with better infrastructure and the Federal Government placing a lot of emphasis on getting it right” MICHAEL KLUG, CLAYTON UTZ Australasian Legal Business ISSUE 9.02

NEWS | analysis >>

the demand is so high and there is limited supply,” said Holding Redlich partner David Walker. “That’s all very nice to have large amounts of demand, but can you get the stuff out from our ports? The ports continue to be constrained both at the port itself and the ability to get coal from the coal fields by rail.”

Lawyers report that clients are reasonably confident about the ability to resume operations. “I’m not a technical expert, but my understanding is that although some of the coal pits are quite full of water, that doesn’t actually damage the resource or require that much to bring it back online. It’s just pumping water out and resuming operations. So that’s good news in that sense,” said Mallesons’ Paul Lingard.

Projects under development

Queensland is home to some of the nation’s most ambitious resources projects – the Gladstone LNG projects, collectively worth up to A$60bn, are discussed at length in the 'Mining Resources' feature in this issue on p 24.

The question arises as to whether any of these projects will be put in jeopardy.

However, there is a consensus among lawyers that any disruption will be relatively minor. “These are localised problems, whereas the big coal and LNG projects are being driven by demand offshore. However, there is likely to be a skills shortage. There is a massive amount of reconstruction which is going to draw people from the trades, engineers and so on,” said John Greig.

Herbert Geer’s Jayne Steele, who has a number of junior mining and mining service provider clients in the LNG industry, said her perception is that exploratory work Jayne Steele is still proceeding.

Herbert Geer “People are sourcing alternative equipment and looking to bring things in from interstate where particular equipment is flooded in or unavailable. They’re looking to remobilise as quickly as possible,” she said. “So what I am hearing is not indicating any long-term jeopardy to the projects.” ALB www.legalbusinessonline.com

us report Flat profits ‘in line with expectations’ for Mayer Brown It seems law firm Mayer Brown was hedging its bets, as continued strategic investment including the expansion of its Brazilian arm following a merger with local firm Tauil & Chequer Advogados and acquisition of boutique firm Ayela Semerdjian & Associes (in November 2009) saw revenue and PEP flat-line.

The firm’s chairman Bert Krueger said: “Our approach in 2009 and 2010 has been to respond effectively to the challenges of the global recession and also invest for the long term by aggressively moving forward with initiatives that will position us to better serve the global needs of our clients and to strategically enhance our domestic practices.” The firm also launched a new global derivatives practice in 2010. The firm still managed a PEP of US$1.07m despite the investments above.

K&L Gates promotes 44 to partner K&L Gates lawyers in offices from Warsaw to Boston to Palo Alto and Berlin and many in between are celebrating as 44 were promoted to partner following the firm’s announcement on 21 January. While the majority were in US offices (including NY, Washington, Seattle, Raleigh and

San Francisco) three appointments were made in the Berlin office, two in Hong Kong and two in London.

“This year’s entering class of partners represents the diversity of locations and practice disciplines of a global law firm,” said Peter Kalis, K&L Gates chairman and global managing partner.

Ethics sub-committee labels Groupon use by lawyers ‘revenue sharing’ Some firms in the US have started to offer services through popular deal and coupon website Groupon, in which everything from meals to car oil changes is available at a discounted rate for cash up front.

In North Carolina, where one firm started to offer wills with durable power of attorney for US$99 via Groupon, an ethics sub-committee of the North Carolina state bar is considering whether or not this is ethical and constitutes ‘revenue sharing’ with a non-lawyer (Groupon gets paid a percentage of the money earned by the advertiser, causing a dilemma as this is not considered straight bartering).

The lawyer who initiated the offer, Craig Redler, said it had been cleared by the local ethics committee and added: “I’ve been getting emails from attorneys all over the country asking how it’s worked out.”

ROUNDUP

• Orrick Herrington & Sutcliffe has announced it will launch in Munich after it acquired the German practice of US firm Holme Roberts & Owen. Two partners (corporate specialists Jens Röhrborn and Jörg Ritter), two of counsel, four associates and two paralegals will staff the office • Jones Day has appointed a new tax partner in its Frankfurt office, effective 1 January, 2011. Martin Bunning has joined the firm from German firm GSK Stockmann & Kollegen in Frankfurt where his practice focused on domestic and international tax-related real estate advice • Baker & McKenzie has had to re-organise its London city office after employment partner John Evason stood down. IP partner Paul Rawlinson has been elected as Evason’s replacement • Five city lawyers have started a new tech boutique firm, Radiant.Law, promising to do away with the billable hour. Lawyers from Latham & Watkins, BLG, Morrison & Foerster and Deutsche Bank all joined the firm • Three partners, including the vice chair, have left Howrey to join Dewey & LeBoeuf. Vice chair Henry Bunsow will co-chair Dewey’s IP litigation practice. He is joined by Howrey IP partners Denise De Mory and Brian Smith • Pillsbury Winthrop Shaw Pittman has posted a 10% revenue increase in average PEP for 2010. The PEP was US$1,04m, up from US$950,000 in 2009 off the back of flat revenue growth (US$532m in 2009). This is the first report of Pillsbury breaking the US$1m PEP mark • Bingham McCutchen has made 13 partner promotions, all in the US and in force as of 1 January across the firm’s antitrust, PE, energy and project finance and investment practice groups • Covington & Burling announced that it has hired former government prosecutor Robert Amaee, former head of the anti-corruption and proceeds of crime units at the SFO to strengthen its global anti-bribery and anti-corruption practice. Amaee will be based in London

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NEWS | analysis >>

UPDATE >>

ANALYSIS >>

M&A RECENT CHANGES TO NEW ZEALAND’S FOREIGN INVESTMENT REGIME

I

n September last year, the New Zealand Government concluded its review of its primary foreign investment legislation, the Overseas Investment Act (OIA). The main goal of its review was to strike a balance between promoting and encouraging the flow of investment into New Zealand whilst addressing increasing and topical public concern around foreign ownership of New Zealand primary sector land.

As many commentators had expected, no sweeping changes were made to the OIA. Instead, changes were made to the Overseas Investment Regulations, which contain a list of other factors for assessing the benefit of overseas investment in sensitive land, and the Ministerial Directive Letter (Directive Letter), under which the Government directs the regulator (being the Overseas Investment Office) how to implement the OIA. First, the Government introduced two new factors for the relevant Minister to consider in relation to any application relating to sensitive land. An economic interests factor requires the relevant Minister to consider whether New Zealand’s economic interests will be adequately promoted by the overseas investment and a mitigating factor requires the relevant Minister to consider whether the overseas investment provides opportunities for New Zealand oversight or involvement in the overseas investment. Secondly, the amended Directive Letter advises that the factors referred to above are to be of relative high importance in the determination of whether overseas investment in large areas of farm land is likely to benefit New Zealand and therefore may be permitted.

It can be argued that the amendments are counter-productive. On the one hand, the Government wants to improve certainty for foreign investors and to encourage investment into New Zealand, whilst on the other hand the Government has introduced Michael Harrod Partner two additional factors (to accompany the existing 19) which may further complicate the application process and add uncertainty and extra cost. Any such increased uncertainty and cost may well result in a decline in the levels of overseas investment into New Zealand. Australian investors will be among those most affected, making up nearly half of the total foreign direct Michael Drumm investment in New Zealand.

Associate Michael Harrod Partner Mayne Wetherell michael.harrod@maynewetherell.com

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Michael Drumm Associate Mayne Wetherell michael.drumm@maynewetherell.com

M&A: the next chapter unfolds BHP’s US$39bn failed bid for Potash Corp may have cast a shadow on the M&A prognosis for 2011 but M&A lawyers remain confident that plenty of other transactions will see completion

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HP’s recent unsuccessful bid for Canada’s Potash Corp was reported to have cost the company A$350m in fees – not an entirely bad result for the legal advisors on this transaction, which included Blake Dawson and Allen & Overy’s new Sydney contingent.

However, this epic fail – to use the modern parlance – has led to speculation about whether the environment for megadeals has soured.

According to Gilbert+Tobin partner Gary Lawler, there is more than one reason why this might be the case. “Maybe there won’t be so much M&A at the top end,” he said “I’m not sure the transactions are there and if they are there, they will be huge transactions. They are likely to be undertaken by the very big Gary Lawler companies and we’re seeing a lot of obstacles G+T to that – regulatory obstacles and a lot of shareholder resistance as well.” BHP is under pressure to return cash to shareholders and invest more in its own projects rather than pursue new transactions, although there have been suggestions that it will instead pursue new targets such as Woodside Petroleum.

Whatever the outcome from the BHPs of the market, M&A lawyers are optimistic about their workflow for 2011.

“Based on everything I’ve read, 2010 was either double or triple the [dealflow] of the year before,” said Chang, Pistilli & Simmons partner Mark Pistilli. “A lot of that activity happened in the second half of the year. Lots of deals were announced in that half, which means they’re going to be completed this year. That indicates that even if not much else happens, you’re going to have a strong M&A year.”

That is also the diagnosis from G+T's Lawler.

Australasian Legal Business ISSUE 9.02

NEWS | analysis >>

“Activity will increase,” he said.

“All these signs are there – they were there before we broke for Christmas.”

Sectors

Unsurprisingly, the resources sector is tipped for more M&A activity in 2011.

The junior iron ore sector has been particularly active, with a prominent example being Hong Kong-listed Wah Nam's hostile bids for Pilbara miners Brockman Resources and FerrAus, which has generated work for Clayton Utz (Wah Nam), AAR (FerrAus) and Freehills (Brockman).

Another commodity to fall into the “usual suspect” category is coal, as evidenced by Thai-based Banpu’s A$2.5bn acquisition of Centennial Coal, facilitated by Norton Rose (Banpu) and Freehills (Centennial Coal) last year. However, there may also be activity in commodities which have been less fashionable to date.

“What we’ve seen is that some commodities which were previously unloved have become more loved as

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commodity prices increased,” said AAR partner Scott Langford. “The classic case is nickel where one by one, we’ve seen [mines] brought back online after a period where there were no new mines or existing projects being expanded.”

One resource which is anything but unloved is Queensland’s muchdiscussed coal seam gas industry. A number of rival billion-dollar projects are either proposed or underway for Curtis Island and some commentators are of the view that some consolidation of the major players is inevitable. In the shorter term, the acquisition of smaller operators by the majors is likely to continue.

“They’re very much projects for the big players with the financial muscle and skills to push them through,” said Lawler. “Smaller companies have to keep finding money and inevitably if there’s a problem they need to find a big partner to take them over or help them with the project.”

If energy security is a major priority for overseas investors, food security is

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NEWS | analysis >>

a related issue which also looms large – although there has also been notable interest from developed countries such as Canada. “Agribusiness will probably continue to be active,” said Pistilli. “We saw Agrium buying AWB and we had Sucrogen being sold by CSR. We’re acting on the SunRiceEbro transaction. I also think the Chinese interest in our food sector will continue.”

Lawler is tipping activity in the industrial sector: “We’ll see more there than we have in quite a few years – these companies have just come through a pretty tough period and now that credit’s a bit freeer, they’ll be thinking about doing something to grow,” he said.

“It will be quite welcome because the industrial market’s been quiet for a long time. I don’t think that will be the biggest area. It’s an area which has been quiet for a few years and it’s poised and ready to have a bit more activity this year.”

Hostile bids

As competition for assets increases, there is an expectation that there will be more hostile bids this year, rather than the SOA's consent which

►► LEAGUE TABLE OF LEGAL ADVISORS TO AUSTRALASIAN M&A (1 JAN 2010–31 DEC 2010) Rank 1 2 3 4 5 6 7 8 9 10

Law firm Freehills Mallesons Stephen Jaques Allens Arthur Robinson Clayton Utz Minter Ellison Norton Rose Blake Dawson Gilbert+Tobin Stikeman Elliott Sullivan & Cromwell

have been commonplace of late. “If you look back to 2006, 2007, you’d get ten bidders on an asset and they’d be hotly contested. It won’t be at that level,” said Pistilli, “But as activity increases, you tend to get more than one buyer and you might see more hostile bids this year.”

An example is dual-listed Fletcher’s hostile bid for Crane Group, which is being facilitated by Gilbert+Tobin (Fletcher) and Blake Dawson (Crane).

“That’s the first hostile we’ve had in the industrial sector for a couple of years that I’ve been involved in,” Lawler said. Hostile bids represent a more intense kind of advisory work for lawyers. “Hostiles are much more

“We expect cash to be king in 2011. While there will be scrip deals on offer, expect to see a higher proportion of cash deals in many cases with concurrent capital raisings” TONY DAMIAN,FREEHILLS

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Value (AUDm)

Deal count 66,314 61,010 42,136 36,208 21,068 20.950 20,895 16,315 14,532 13,001

70 51 41 41 63 29 37 23 6 8

difficult – they’re contested from day one, unless the target caves early which is rare. You've got to fight tooth and nail every inch of the way until you can find some accommodation on price,” he said.

“You’ve also normally got Takeovers Panel challenges and they add an extra dimension and are brutal in their time constraints – they absorb more resources.”

Freehills’ Tony Damian said he was expecting more hostile scheme proposals via “bear hugs” being applied and that cash deals would also increase in prevalence this year.

“We expect cash to be king in 2011.

While there will be scrip deals on offer, expect to see a higher proportion of cash deals in many cases with concurrent capital raisings,” Damian said. ALB To find out about headline deals and emerging trends at the ALB M&A Law Masterclass on 17 May 2011. For more information please visit www.albmasterclass.com.

Australasian Legal Business ISSUE 9.02

NEWS | analysis >>

www.legalbusinessonline.com

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NEWS >>

news in brief >> NZ: COMPANY AND COMMERCIAL LAW MOST COMMON PRACTICE AREAS According to the New Zealand Law Society, company and commercial law are the areas of law most frequently practiced by the country’s 11,390 lawyers.

Statistics collected by the Law Society show that of those 11,390 practitioners, 4,548 lawyers (39.9%) say they spend some of their time on company and commercial law matters. The next most-practiced area of law is property law (3,876 lawyers, 34.0%), followed by civil litigation (3,386, 29.7%), trusts and estates (3,318, 29.1%), family law (2,775, 24.4%) and employment law (2,496, 21.9%). Criminal law matters were handled by only 17.2% (1,957) of all lawyers currently in practice.

E.LAW MOVES INTO THE UK AND NORTH AMERICA E.Law Asia-Pacific has re-branded itself to E.Law International following its expansion into the UK and Canada. E.Law is a legal technology service provider offering e.forensics, e.discovery, hard copy document management, online data rooms and e.court services.

E.Law established itself throughout Asia-Pacific and has recently set up an electronic courtroom business in the UK and a consulting business in Canada, to cater for the expanding market demands in those regions. As part of its expansion E.Law will provide its in-house IT, legal expertise and practical in-court experience to Canadian and UK firms. E.Law has been in operation in Australia since 1999 and has also expanded into Hong Kong and China.

CLAYTON UTZ PARTNER ELECTED HEAD OF GLOBAL ARBITRATION BODY International arbitration specialist and Clayton Utz partner Doug Jones has been elected president of the Chartered Institute of Arbitrators, a worldwide organisation which specialises in the training, accreditation and practice of alternative dispute resolution.

Jones is the first Australian to lead the global organisation whose membership includes practitioners, policymakers, academics and business leaders from the UK, the Americas, Europe, Asia, Africa and Australasia. “As an Australian, I am deeply honoured to be elected as president and see this as an opportunity to advance Australia’s position as a major player in the lucrative cross-border dispute resolution market,” said Jones.

He is already president of the Australian Centre for International Commercial Arbitration and director of the Australian International Disputes Centre, as well as being the only Australian member of the Court of the London Court of International Doug Jones Clayton Utz Arbitration. Jones has also received an Order of Australia for services to dispute resolution and construction law.

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INDUSTRY >>

Spigelman urges Australian firms to increase competitiveness

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he Australian legal profession is in “danger of killing the goose,” according to NSW Chief Justice James Spigelman. Speaking at the NSW Law Society’s Opening of Law Term dinner recently, Chief Justice Spigelman said the legal profession needed to control the cost of legal services to remain competitive.

“International trade in legal services is not a one-way street,” he said. “Solicitors who are members of this society may not all welcome the process of liberalisation James Spigelman Chief Justice of of the market in legal NSW services. You will, however, need to adapt to that development.”

He said corporations and individuals who purchase legal services were increasingly subject to cost pressures and would look elsewhere in the region for a better deal. “The outsourcing of legal services through the use of electronic communications is now well established,” he stated. “Many of them are in India, a low-cost jurisdiction

– with hourly billing rates about one tenth of those in the USA – and a high level of expertise and high level English language capacity.”

Spigelman said evidence of this growing trend could be seen in the decision by global mining company Rio Tinto to move a major part of its contract writing and review team from London to New Delhi, by engaging an outsourcing company. “This is high-end legal work, not merely legal process outsourcing,” he said. Spigelman added that India and its legal practitioners will soon constitute competition for all commercial lawyers, not just the major law firms. “Just as outsourcing has changed many other spheres of commerce, legal outsourcing will change the way law is practiced,” he said.

In conclusion Spigelman said the Australian legal profession had a reputation for quality and impartiality, but it was its engagement that needed work. “Only by active involvement on a board front can we change the global reputation of the Australian legal system and of Australian lawyers,” he said. ALB

NEW ZEALAND >>

Women dominate recent admissions but lag in partnerships

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he number of females practicing law in New Zealand has increased by 10 percentage points in the past 10 years, according to the New Zealand Law Society. In 2000 the percentage of female lawyers was 34%, up from 8% from 20 years prior; in 2010 it was 44%.

Over 60% of lawyers in practice who were admitted to the bar in the past five years were women, and they now make up 59% of practicing lawyers admitted in the past 10 years.

And 52% of women holding a current practicing certificate entered legal practice within the past 9 years.

However, the “gender revolution”

is most dramatically illustrated by statistics relating to lawyers who have been in practice for 40 years or more.

Of these, 590 (99%) are men and just six are Stephanie Grieve women. Only one woman Anderson Lloyd had been in practice for 50 years or more, compared to 90 men.

The movement in partner numbers does not reflect the overall increase in female lawyers. The NZ law firm with the highest percentage of women partners is South Island-based Anderson Lloyd, which has 13 women partners (43% of the total of 30 partners). In percentage terms, the next largest was Brookfields with 35% (6) and DLA Phillips Fox tied with Meredith Connell at 25%. ALB Australasian Legal Business ISSUE 9.02

NEWS >>

AUSTRALIA >>

Clifford Chance arrival an Asian play

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ompetition in the Australian legal market is set to intensify with the announcement that Clifford Chance will enter the local market via a merger with boutique firms Chang, Pistilli & Simmons (CP&S) in Sydney and Cochrane Lishman Carson Luscombe (CLCL) in Perth.

The move creates an immediate 14 partner capacity for Clifford Chance in Australia and will take effect from 1 May. Partner Scott Bache Peter Charlton Clifford Chance said that the ultimate plan was to expand to 20-25 partners “in the next 3-5 years”. As neither boutique firm has a finance capability, Bache said that this area would be a particular focus in recruitment. The mergers are among the first steps in the delivery of an ambitious growth

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strategy for Asia, with plans to double regional revenues for the firm in four years. “The importance of Asia to the global economy and to our major clients has already resulted in substantial growth for our market-leading Asia operations,” said Peter Charlton, Clifford Chance’s head of Asia. “Any credible growth strategy for the Asian legal market can no longer ignore the importance of the Australian market to the region, both as a destination for, and a source of, investment.”

Like fellow Magic Circle entrant Allen & Overy, the firm will not pursue a full-service model, instead focussing on high-level work, in particular, advising Australian companies extending their operations overseas. Bache said that the move was also driven by existing clients. “In the last couple of years, we’ve noticed that we’ve been losing work in Asia as a result of not having a presence in Australia,” he said.

“This is about us being able to serve our existing clients.”

CPS partner Mark Pistilli said that the firm would pursue a low leverage model. “You’ll find that around the globe, firms are moving back to a lower leverage,” he said. “My guess is that our leverage will probably end up around 2 to 2.5.” The boutique firms currently have a leverage ratio in the range of 1.2 to 1.5. ALB

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NEWS >>

LITIGATION >>

We don’t encourage frivolous claims, say litigation funders

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itigation funders have hit back at claims they are behind an increase in class actions and are in need of further regulation. “There is no evidence that the number of class actions has increased since 2000. If anything, the Federal Court has seen a reduction in class actions,” said Greg Tilse, managing director at Quantum Litigation Funding. “We have been waiting for the regulatory regime to emerge. We welcome regulation, particularly, from the point of view that it will promote consumer confidence in the industry.” There are no current government regulations regarding funding of litigation and class actions.

Federal Court Chief Justice Patrick Keane told Fairfax Media that litigation funders could potentially abuse the system by bringing low-quality claims. Keane said he was aware of some cases which would not have been run were it not for Greg Tilse litigation funding and Quantum called for the government Litigation Funding to regulate the industry.

But Tilse said there was no evidence that the industry needed to change its behaviour. “If you look at the conduct of the industry, what you have is a small number of responsible players acting professionally. There has to be some balance in the debate about litigation funding. Litigation funders

play an important role in providing access to justice,” he said.

The High Court upheld the legality of litigation funders in the 2006 case of Campbells Cash and Carry Pty Limited v Fostif. And both Quantum Litigation Funding and Litigation Lending Services say they are exempt from requiring an Australian Financial Services Licence (AFSL) under the Corporations Act 2001. However, Litigation Lending Services is in the process of obtaining a full AFSL licence in anticipation of future regulation and

“The price reflects the risk involved in running a class action or litigation case,” he said. “Part of the risk relates to the delays involved in such cases because the longer they go on, the more expensive they become. It also relates to the adverse cost orders we are liable for if the case does not succeed.”

Lisa Brentnall, a litigation manager at Litigation Lending Services, said “litigation funders only receive the return of their funding and any profit if the claim is successful. Further, it is a common term of any funding agreement

“There has to be some balance in the debate about litigation funding. Litigation funders play an important role in providing access to justice” GREG TILSE, QUANTUM LITIGATION FUNDING established its own ‘Code of Conduct’ in 2000, while Quantum Litigation Funding released a ‘Code of Conduct’ last year. The third funder in the market, IMF Australia, is an ASXregistered business and holds an AFSL. Chief Justice Keane also criticised the profit aspect of litigation funding, which can be up to 40% of the recovery, which he called “unseemly”. However, Tilse says this amount is rarely received by funders; is more commonly closer to 35% and is sometimes as low as 20% because the percentage decreases if the matter settles early.

that the litigation funder agrees to provide the plaintiff with an indemnity for any adverse costs in the event that their claim is unsuccessful,” she stated.

“No litigation funding business would be viable if it agreed to fund unmeritorious claims.”

Tilse said it was likely that more funders would enter the market eventually.”At present the focus is on class actions, but where we see the growth is in the single plaintiff matters and small-to-medium sized businesses that generally have difficulty in accessing the legal system.” ALB

PROFESSIONAL EDUCATION >>

The diary farm: new CLE requirements for New Zealand lawyers

F

rom July this year New Zealand legal practitioners will be asked to keep a ‘professional diary’ outlining their Continuing Legal Education (CLE) undertakings during the past year.

The Law Society has not previously required practitioners to undertake CLE, but has decided to introduce the diary requirement following high turnouts to their CLE programs in the past.

“Based on our records, 90-95% of practitioners attend CLE courses already,” said NZ Law Society president 20

Jonathan Temm. “We were concerned with the frequency of attendance to CLE courses and the need for lawyers to be informed about new laws and changes to existing laws.”

The diary will be inspected by the Law Society when practitioners apply for their annual practicing certificates.

After studying overseas legal society CLE requirements, NZ decided to take a different approach and will not have a points or hours requirement attached to the CLE diary. “What we are designing is a system where each lawyer can

identify on their own what they need to do to further their career,” said Temm.

“The emphasis is on the individual practitioner, rather than being on the number of points.” Lawyers who cannot show any evidence of CLE will be asked to demonstrate to the Law Society why they should receive a new practicing certificate.

There are approximately 11,000 lawyers with certificates in the country and the program will be introduced across the board over three years, added Temm. ALB Australasian Legal Business ISSUE 9.02

NEWS >>

LEGAL REFORMS >>

Legal bodies add to debate on national reform; LLFG wants value for lawyers

T

he Law Council of Australia and the president of the Law Society of NSW have called for further discussion on the National Legal Profession Reform Taskforce paper, outlining key recommendations to the Council of Australian Governments (COAG). “We are confident that the taskforce package can, with legal profession input, be improved,” said Law Council of Australia president, Alexander Ward. “The Law Council Directors agreed with many of the taskforce revised proposals as they covered matters raised by the Law Council in previous consultation rounds, but had concerns about others and wanted to see the details of the legislative package to enable them to give further consideration to some of the proposals,” he added.

The comments come only a week after chair of the Large Law Firm Group, Robert Milliner, told ALB the group were disappointed at the end of last year when it was decided the draft would be given to COAG without further consultation. The taskforce submitted a draft proposal to the Standing Committee of Attorneys-General on 10 December 2010.

Robert Milliner LLFG “The LLFG are very supportive of having a consistent set of national rules; however, we believe they need to be balanced to ensure the profession can be efficient and effective,” he said. “The increasingly international marketplace Australian firms compete in was further evidence of the need for a national system. We would certainly like to think that the

“The increasing international marketplace Australian firms compete in was further evidence of the need for a national system” ROBERT MILLINER, LARGE LAW FIRM GROUP

Federal and State governments will continue to consult and have open dialogue with the firms so that the new system is right from the start. ” Since the release of the legislative package late last year, the council and its constituent bodies have been analysing the details. Law Society of NSW president Stuart Westgarth, speaking at the annual NSW Law Society Opening of Law Term dinner, said that the proposed national system for regulation of the legal profession was not necessarily desirable if it were to trade away a “tolerable state-based system”. “The law society recognises that a system of uniformity across Australia may bring about substantial savings for solicitors and for law firms by reason of having to comply with one set of requirements across the nation.” ALB www.legalbusinessonline.com

>>

IN-HOUSE Q&A

SAUL CANNON Group General Counsel

Asciano Limited

your opinion, why have in-house lawyers become an 1Inincreasingly indispensable part of an organisation?

In-house lawyers are uniquely positioned within an organisation to really understand the business and its key drivers. By being involved early in key business decisions, by earning the trust and respect of commercial managers, and by taking a pro-active and commercial approach to managing legal risk, good in-house lawyers are able to add real value to the businesses they work for.

I think that it is this unique positioning, combined with the fact that both organisations and regulatory environments have become more complex over the past number of years, which have made in-house lawyers increasingly indispensable.

recent times, the role of the General Counsel has 2Indiversified into a multi-faceted role, (where the General

Counsel can wear the ‘hat’ of Lawyer, Legal Manager, Compliance Manager, and Company Secretary). In your opinion, do you believe this has increased your risk profile?

There is no doubt that multi-faceted General Counsel roles raise a number of risk related issues to be carefully considered. The recent James Hardie appeal decision highlights potential exposure areas if acting as an “officer” of the company. There is also the whole issue around ensuring that legal professional privilege is maintained in relation to in-house legal advice.

I have had a number of different non-legal “hats” during my time at Asciano. The important thing I try to do is be clear when I am acting in a legal capacity. Despite any potential increased risk profile, I think that broader commercial experiences and responsibilities make for a better and more effective General Counsel.

your opinion, what do you consider to be the main 3Inchallenges you and your team will face in 2011?

A key challenge is the ongoing business pressure to “do more with less”. With our business growth targets and a large number of significant strategic projects underway across the group, combined with an ever-increasing scope of regulation and corporate governance requirements, legal demand is particularly high. This increase in demand does not always go hand in hand with an increase in budget and available resource!

Specifically, we also need to reduce in 2011 the number of complex disputes and litigation matters across our group - these are costly, backward looking and a distraction to management. We will also likely look to put in place this year panel arrangements for certain areas of legal work.

21

NEWS >>

APPOINTMENTS Hudson Gavin Martin

►► LATERAL HIRES Name

Practice areas

Organisation coming from

Organisation going to

Michael Beaumont

corporate group

Herbert Geer

Watson Mangioni Lawyers

Bill Glover

finance and projects

Freehills

DLA Phillips Fox

Sebastian Greene

corporate & commercial partner

Middletons

Piper Alderman

Richard Guit

infrastructure and energy sector

Addleshaw Goddard

Corrs Chambers Westgarth

St. John Frawley

projects and construction

Holding Redlich

Herbert Geer

Rommel HardingFarrenberg

banking and finance

Freehills

Corrs Chambers Westgarth

Sean Henderson

construction and infrastructure

Corrs Chambers Westgarth

Cooper Grace Ward

Amanda Johns

property

Austexx

Herbert Geer

Jeremy King

banking and finance

Blake Dawson

Corrs Chambers Westgarth

Heinz Lepahe

workplace relations

Cooper Grace Ward

Mills Oakley

Adam Lunn

workplace relations

Allens Arthur Robinson

Mills Oakley

Shaun McGushin

banking and finance

Freehills

Corrs Chambers Westgarth

James Newnham

corporate tax

BDO

DLA Phillips Fox

John Rowland QC

International arbitration

UK Bar

Clayton Utz

Henry Self

banking and finance

Mallesons Stephen Jaques

Corrs Chambers Westgarth

Glen Selikowitz

corporate

McCabe Terrill Lawyers

Herbert Geer

Nick Willetts

finance and commercial property

RLS Solicitors (London)

Watson Mangioni Lawyers

►► PARTNER PROMOTIONS

22

Firm

Name

Practice area

Office

DLA Phillips Fox

Gowri Kangeson

Litigation and dispute resolution

Melbourne

Samantha Kelly

Litigation and dispute resolution

Sydney

David Randazzo

Litigation and dispute resolution

Melbourne

Hugo Thistlewood

Finance and projects

Sydney

Hudson Gavin Martin

Jason Rudkin-Binks

IP/technology

Auckland

Minter Ellison Rudd Watts

Jeremy Muir

Managed funds and venture capital

Auckland

TressCox Lawyers

Nick Duggal

Litigation and dispute resolution

Melbourne

Maria Kerhoulas

Workplace relations

Melbourne

New Zealand firm continues to grow Boutique New Zealand technology and IP law firm Hudson Gavin Martin has added a new partner after three strong years of growth taking the total number of partners at the firm to four.

Senior associate Jason RudkinBinks joined the firm from Russell Jason RudkinBinks McVeagh. He is the first partner to join the three founders. The firm opened with three partners and four solicitors in late 2007 and now has more than 15 staff.

Various

Corrs Chambers Westgarth

Corrs swoops on Blake Dawson, Freehills and Addleshaw talent Corrs Chambers Westgarth has appointed four new partners to its banking and finance team, and one to its national energy & resources and major projects group. The new appointments include former Freehills partners Rommel Harding-Farrenberg and Shaun McGushin; former Blake Dawson partner Jeremy King and former Mallesons Stephen Jaques senior associate Henry Self.

Harding-Farrenberg’s primary areas of expertise are project finance and major projects, corporate and structured finance, and debt capital markets and derivatives. Prior to Freehills, he worked at Slaughter and May in London for 2.5 years.McGushin also has extensive experience in all major forms of financing including corporate finance, project finance, structured and leveraged financing, onshore and offshore Shaun McGushin capital debt markets and related derivatives.

King, who will remain in Melbourne, has experience in corporate and structured finance roles for bank clubs, syndicates and bilateral funding arrangements, project and PPP finance and restructuring and workouts.

His experience includes two and a half years at Linklaters in London. Self’s primary areas of expertise are property and development finance, property acquisitions, joint ventures and developments, corporate finance and project finance. During his career he spent four years with Denton Wilde Sapte, also in London.

Infrastructure lawyer Richard Guit has returned to Australia to join Corrs with more than ten years international experience in the projects, infrastructure and energy sector. During his career he has advised on project Richard Guit sponsors, equity investors and Australasian Legal Business ISSUE 9.02

NEWS >>

funders on project-financed transactions, advised on PFI secondary market transactions, and leads teams on the refinancing of existing project debt. He will be based in the Perth office.

Various

growing workplace relations team: Adam Lunn, formerly head partner of Allens Arthur Robinson’s Melbourne workplace relations group, and Heinz Lepahe, formerly partner in charge of the workplace relations team at Cooper Grace Ward.

Herbert Geer

Herbert Geer adds three partners Herbert Geer has added three new partners to the firm including projects and construction partner St. John Frawley, corporate lawyer Glen Selikowitz and property lawyer Amanda Johns.

Frawley was previously a partner at Holding Redlich, while Selikowitz was a principal at McCabe Terrill Lawyers. Johns was most recently in-house counsel at property development group Austexx and has previously worked at Minter Ellison as a St. John Frawley special counsel.

Special counsel Catherine Bell and senior associate Kane Barrett have joined the firm from Holding Redlich.

Various

DLA lures Freehills talent in partnership drive DLA Phillips Fox has announced six new partners, following on from two external partner appointments made in late 2010.

External appointments include Bill Glover, who joins from Freehills, and James Newnham, who joins from BDO. Glover will join the finance and projects practice group in Melbourne, while Newnham will join the corporate (tax) practice, also in Melbourne.

Internal partner promotions include Samantha Kelly, Gowri Kangeson and David Randazzo in the litigation and dispute resolution practice (based in Sydney, Melbourne and Melbourne respectively) and Hugo Thistlewood in the finance and projects practice (based in Sydney).

UK Bar

Freehills

Allen & Overy

A&O strikes again at Freehills Freehills partner Adam Stapledon is the latest senior lawyer to defect to Allen & Overy, officially joining the Sydney office in April.

Stapledon, who has been a partner at the firm for four years, has more than 13 years of banking experience advising clients on a range of structured debt products and derivatives and project financing transactions as well as acquisition and corporate financing transactions.

Prior to joining Freehills he worked in London at Shearman & Sterling.

Middletons

DLA Phillips Fox

Clayton Utz

Clutz recruits London QC London barrister and international arbitrator John Rowland QC has joined Clayton Utz’s litigation and dispute resolution team as a partner.

Rowland is a senior member of the UK bar and was appointed a John Rowland Queen’s Counsel in 1996. With more than 20 years experience in commercial dispute resolution across a wide range of industries, Rowland is an experienced arbitrator and mediator with both Australian and international experience.

Piper Alderman Corrs

Piper Alderman goes for Greene Middletons corporate & commercial partner Sebastian Greene has joined Piper Alderman after spending more than a decade at Middeltons. Greene has more than 20 years of experience in mergers and acquisitions, reconstructions, joint ventures, Sebastian Greene due diligence investigations, corporations and ASX law and trade practices.

Greene’s associate Rohan Pardasani will also be joining Piper Alderman.

Cooper Grace Ward

Cooper Grace Ward adds Corrs talent Former senior associate at Corrs Chambers Westgarth, Sean Henderson has joined Cooper Grace Ward Lawyers as a partner.

A construction and infrastructure lawyer, during the past 15 years Henderson has advised clients on major construction and infrastructure projects in Australia and the UK. He has acted for financiers, government, contractors and developers on projects in a variety of sectors including health, education, energy and resources, transport, telecommunications and property.

TressCox Lawyers

Various

Mills Oakley

Mills Oakley hires Allens and CGW talent Mills Oakley has lured two new partners to its www.legalbusinessonline.com

Promotions at TressCox TressCox Lawyers has promoted senior associates Maria Kerhoulas and Nick Duggal to partners.

Kerhoulas joined TressCox in November 2003. She practises primarily in the field of litigation and dispute resolution with particular expertise in contracts, trade practices, corporations, professional indemnity insurance, wills and estate and animal welfare law.

Duggal joined the firm from Anderson Rice in December 2005. He specialises in the field of workplace relations, having worked in this area for more than a decade, including a stint spent in the UK market.

Minters New Zealand

New partner for Minters NZ Minter Ellison Rudd Watts continues to grow the partnership with the promotion of managed funds and venture capital expert Jeremy Muir to partner.

Muir undertakes a broad range of work, with a focus on managed funds, financial services Jeremy Muir regulation, securities law and alternative assets.

He started his career with the firm in 1997 before joining global offshore law firm Ogier to practice international financial law in Guernsey and the Cayman Islands. Jeremy re-joined Minter Ellison Rudd Watts as a seniors associate in 2005 and is based in the firm’s Auckland office.

Various

Watson Mangioni Lawyers

Watson Mangioni adds director and SC Former Herbert Geer partner Michael Beaumont has joined the corporate group at Watson Mangioni Lawyers as a director. Beaumont is a mergers and acquisitions lawyer with more than 15 years experience. His practice encompasses regulated and unregulated transactions, and his particular focus is on complex cross-border deals, with experience advising on equity and debt funding arrangements.

Michael Beaumont The firm has also welcomed Nick Willetts as special counsel in the finance and commercial property group. Willetts has recently returned from London where he was a director at RLS Solicitors. Prior to this he worked at Addleshaw Goddard and Mallesons Stephen Jaques.

He has extensive experience in Nick Willetts commercial property and property finance transactions, and has dealt with all types of real and personal property.

23

Photography by Thilo Pulch

PROFILE | managing partner >>

24

Australasian Legal Business ISSUE 9.02

PROFILE | managing partner >>

ALB 2011 MANAGING PARTNER SERIES

John Denton, Corrs Chambers Westgarth:

Corrs célèbre

John Denton has friends in high places – and as he tells ALB’s Renu Prasad, a bit of influence goes a long way in the legal profession

J

ohn Denton – or John WH Denton, as he is known on the firm’s stationery – regrets that he is unable to provide advice on architecture or urban planning matters. “There is a well-known architect also known as John Denton – occasionally I receive his calls and vice versa,” the CEO says with a grin.

“My middle names are Wallace Hope, so you can imagine I was teased a bit growing up – so these days I wear it as a badge of pride.”

For those in the legal industry, John WH Denton is a readily recognisable name. Depending on whom you ask, he’s either the myth-busting visionary challenging the industry status quo, or the mid-tier bloke with the large chip on his shoulder.

The nature of Denton’s grievances with the “big six” and entrenched perceptions of what constitutes a toptier firm have been well ventilated in the past. Suffice to say that his views on the subject have not changed.

He’s now intent on implementing a four year plan which will see the Corrs partnership expand by a third, and prime the firm for the challenges of 2015 and beyond.

That forward focus, according to Denton, is the key. “There’s a danger in business of anachronistic thinking – people running to catch up but they don’t realise that things have moved on anyway,” he says.

“The challenge is to keep ensuring that you understand your environment and to shape the firm to meet that.”

“There’s a danger in business of anachronistic thinking – people running to catch up but they don’t realise that things have moved on anyway. The challenge is to keep ensuring that you understand your environment and to shape the firm to meet that” www.legalbusinessonline.com

Thought leadership

While Corrs does have ambitious growth targets, the firm is likely to remain somewhat smaller than its rival national firms. But Denton does not see this is as a disadvantage. “The big six ain’t so big these days,” he says.

“They don’t want to be big – they would prefer to be more the size of Corrs, but to restructure requires a lot of effort and focus and that may well be a challenge for them.”

Denton says a useful indicator of a firm’s value is not its size as much as its influence. The Corrs alumni include AGL Chairman Mark Johnson and Rod McGeoch, former CEO of the Sydney 2000 Olympic Bid. Denton himself has a high profile through his many business and community

John Denton

Corrs Chambers Westgarth 25

PROFILE | managing partner >>

“We have a tradition of being involved in the big public policy issues. That’s why we can talk about helping to drive Australia’s competitiveness and its economic engagement with Asia because we’re actively involved in those debates”

activities, which include acting as an Australian representative on the APEC Business Advisory Council and the chairmanship of the APEC Finance and Economics Working Group. “Corrs was the only law firm in the world represented at the G20 [Summit in Seoul],” says Denton. “It means we have a substantive advantage in terms of quality positioning on a global basis. Other firms would have liked to have been there, but it was by invitation only.” And who was responsible for inviting Corrs? “The president of Korea,” says Denton modestly. Presumably he is referring to South Korea, although one cannot completely rule out the possibility that he is referring to elusive North Korean head Kim Jong-il. The Denton web of influence extends far and wide.

The objective is not simply promoting the Corrs brand but becoming involved in regional issues to gain an improved understanding of the challenges facing business. “We have a tradition of being involved in the big public policy issues,” says Denton.

“That’s why we can talk about helping to drive Australia’s competitiveness and its economic engagement with Asia, because we’re actively involved in those debates. You ask clients what they’re worried about and they are asking, can the country stay competitive? How do we engage with Asia? How do we work with China? And if you don’t have fresh ideas or a perspective on those questions, you’re not listening to what your clients are worrying about.”

Asia

When the Clayton Utz bandwagon slowly creaked into Hong Kong last year, many took this as an affirmation of the principle that a law firm needs to be physically present in a jurisdiction to seriously serve its clients there. Corrs has not opened any Asia offices, but 26

John Denton

Corrs Chambers Westgarth

Denton maintains that this does not affect the firm’s offering. “A common misconception is that there’s only one strategy for dealing and engaging with Asia,” he says.

“There seems to be a cookie-cutter approach that unless you have an office, you’re not serious about Asia.

Well I just reject that as rubbish, and having been involved most of my life deeply with matters involving Asia and international matters, I can say that a physical office is not a prerequisite for success. There’s a lot of mediocrity that operates with offices in Asia. Our aim is to be world-class.”

The key, says Denton, is a deep understanding of how Asia operates.

“You can’t have relationships in Asia unless you’re substantially committed to understanding the driving forces: understanding how the peninsula operates, how Japan operates, how China interrelates, new definitions.

People are starting to talk now about Indo-Asia rather than the Asia-Pacific,” he says.

“I’m bemused by the way people talk of their strategies in Asia almost as though they were akin to UK firms in Europe. With all due respect, ASEAN is not the European Union – there are some fundamental misapprehensions about the way the southern hemisphere operates and trying to apply a rule based, institutional focussed approach.

It is much more about loose alliances and relationships. ASEAN does not have a lot of enforceabililty about it; APEC is kind of a notion – it joins together economies rather than countries for a start,” he says.

Lateral hires

Corrs has plans to expand its partnership by about a third by 2015, a process which is already well underway with lateral hires such as Shaun McGushin and Rommel Harding-

Farrenberg from Freehills, and Jeremy King from Blake Dawson. The aim is to develop some depth in the corporate, energy/ resources, infrastructure and disputes practice areas, although the firm will remain full-service. Denton says that the push to slim down the partnerships at some of the big firms has created disillusionment. “Being part of a constant downsize is not the most exciting way to spend your time as a partner,” he says. “Whereas we have a story of growth – there’s a real sense of excitement in the place – we can see a way forward.”

Corrs itself has lost some partners in recent times, although Denton estimates that the average annual turnover is no more than about 10%.

“That’s part of the natural flow – we don’t think it’s unusual. Some of it will be retirements, or moving on to something else,” he observes. But he also acknowledges that not all of the partnership has embraced the ambitious new direction of the firm.

“Once you set an objective of being a world-class law firm committed to engagement with Asia, there are some partners who will say they’re not up for that. That’s a perfectly respectable and principled decision,” he says. “We also have had partners who take the view that for their practice they want to be with a firm that has an office in China.

We will have a difference about those sorts of things – I’m very respectful of partners who make those decisions.”

The new-look Corrs requires partners to be constantly available and, as Denton puts it, approach toptier practice with the same kind of discipline as an elite athlete. It has not proven to be everyone’s cup of tea.

“Some of our partners have looked at what they’re required to do, the amount of energy they’ll invest and decided it’s not for them. And that’s perfectly fine.

The choices the firm makes won’t suit everyone,” says Denton.

But he maintains these are the steps which need to be taken if the firm is to become a world-class player. “We’re a challenger firm, we’re not a status quo firm,” he adds. “We don’t believe that we’re entitled to success, you have to work to achieve it on a daily basis.

That doesn’t suit everyone. The market is unforgiving of those who believe the world owes them a living.” ALB Australasian Legal Business ISSUE 9.02

FEATURE | mining >>

What’s yours is mine

Web and marketing 2.0: There’s no doubt that the mining and resources industry is one of Australia’s hottest sectors – and there’s still no end to the legal work either.

ALB investigates

W

hile the phrase “resources lawyer” is one in common use, it may be prudent to give it short shrift. When one looks at the remarkable diversity of legal work coming out of the mining industry – strategic M&A advice, capital raisings to fund billion-dollar projects, joint ventures, project finance, to name but a few – it is clear that this is an area spanning many fields of legal expertise and traditional

30

practice groups.

From Gladstone in Queensland to Barrow Island in Western Australia and many points off-shore, mining and resources is an industry which has spawned work for lawyers of all practice areas and persuasions.

Gladstone

While there are a number of highprofile resources related projects and transactions which vie for the

spotlight, the series of projects which has particularly captured the entrepreneurial spirit of the resources boom is the pursuit of coal-seam-gas in eastern Queensland. In this part of the Sunshine State, a number of multibillion dollar csg projects have been mooted for the Surat/ Bowen basin/ Gladstone areas.

Some of these projects, such as the A$16bn Santos-PETRONAS-TotalKogas project and the US$15bn BG

Australasian Legal Business ISSUE 9.02

FEATURE | mining >>

venture, have already reached the final investment decision stage. At the time of writing, several other very large projects were still under consideration, most notably the Origin Energy/ ConocoPhillips partnership and the Shell/PetroChina consortium.

Commentators estimate that about A$60bn worth of investment has been either committed or is under consideration for this region alone.

This activity has already led to some significant transactions for lawyers as the players manoeuvre positions.

Some of the highlights last year included PetroChina and Shell’s A$3bn acquisition of Arrow Energy, a deal which saw involvement from Blake Dawson (PetroChina), Allens Arthur Robinson (Shell) and Gilbert+Tobin (Arrow Energy). Allens also advised on Total’s A$770m investment in the Santos project, sitting across the table from regular Santos advisor Freehills.

Earlier deals of note include the 2008 acquisition by British Gas (Mallesons) of Queensland Gas (McCullough Robertson) and the formation of the original Santos-PETRONAS partnership (Freehills, Vinson & Elkins), both of which were nominated for the ‘Energy & Resources Deal of the Year’ at the 2009 ALB Awards. All this demonstrates the healthy stream of legal work which has been generated by the Gladstone LNG projects.

According to Holding Redlich commercial partner David Walker,

www.legalbusinessonline.com

much of the impetus behind these deals remains relevant in 2011. “Shell buying Arrow, Total investing in Santos, BG buying QGC – all of those deals were about consolidating footholds on proven CSM reserves,” says Walker. “LNG plants require enormous quantities of gas to be viable commercially. They had to have sufficient supplies to convince bankers to lend them the money.”

Herbert Geer’s Jayne Steele is another lawyer who has observed smaller players continuing their explorations with renewed enthusiasm.

She says that the recent Jayne Steele positive investment Herbert Geer decisions made by the majors appeared to have provided a boost in confidence.

Smaller miners may be the obvious targets, but ultimately the big players themselves will need to look at consolidating their own projects.

Walker says that the acquisition activity will continue. “[The big players] will continue to buy smaller players,” he predicts. “There will be more M&A activity at that level as they need to get more gas under their control to ensure they have security of supply.” He says that smaller players are already anticipating this demand.

“A whole bunch of junior explorers are out there looking for coal-seam-

►► RECENT DEALS IN THE MINING/ RESOURCES SPACE ►► WOODSIDE PETROLEUM DEBT REFINANCING VALUE $1.1BN Firm: Corrs Chambers Westgarth Lead lawyer: Philip Wilson Client: Woodside Petroleum Limited Firm: Allen & Overy Lead lawyer: Chris Robertson Client: Joint mandated lead arrangers ANZ and BTMU • Allen & Overy provided sign-off on both the English and Australian law components of this deal

►► KINGSGATE CONSOLIDATED MERGER WITH DOMINION MINING VALUE A$376M Firm: Clayton Utz Lead lawyer: John Elliott Client: Kingsgate Consolidated Limited Firm: Johnson Winter & Slattery Lead lawyers: John Keaves, Peter Smith Client: Dominion Mining • Deal will see Kingsgate acquire all shares in Dominion in exchange for 0.31 Kingsgate shares per Dominion share

►► WESTNET RAIL MID-WEST TRACK UPGRADE VALUE A$500M Firm: Norton Rose Lead lawyer: Alen Pazin Client: WestNet Rail • Upgrade will take place between Morawa and Geraldton, areas vital to iron-ore producers in the region including Gindalbie/AnSteel’s Karara Iron Ore Project and Mt Gibson’s Extension Hill Project

31

FEATURE | mining >>

►► 2010 ALB LAW AWARDS: ENERGY & RESOURCES DEAL OF THE YEAR

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

The China Minmetals -OZ Minerals acquisition was the winner of the ‘Energy & Resources Deal of the Year’ at last year’s ALB Law Awards.

The A$1.3bn landmark investment was the first time a Chinese state-owned enterprise had acquired 100% of a significant Australian mining a company in the past 20 years. However, lawyers had to facilitate a quick restructure of the deal following FIRB rejection of the scheme of arrangement. Representatives from the firms involved – Blake Dawson, Freehills, Mallesons and Goldman Sachs JBWere – were on hand to receive the award.

32

gas. What they’re doing is looking to secure permits and then firm up reserves within those permits and the principal reason for doing that is to try and attract the attention of a major to buy them out. “You can only have a few projects because there’s only so much gas to go around,” says Walker.

“You’ll see large companies buying smaller ones as they set footprints on permits and gas but you’ll eventually see consolidation amongst the majors themselves. I think there’s not enough room in the market for everyone to sit there and be commercially viable given the size of these multi-billion dollar projects. Now who the final players are is open to all kinds of conjecture; noone knows.”

As the large players step up their LNG projects, lawyers are also noticing a positive impact on mining service providers. “There’s a lot of jockeying around the support industries – companies that provide relevant infrastructure such as drilling – there’s a lot of jockeying going on around those people in terms of getting themselves into a position to be able to provide those services and that I suspect will lead to some M&A activity,” Walker predicts.

While coal-seam-gas is the topic du jour in Queensland, there is no shortage of mega-project activity located elsewhere. For example, Woodside has, among other projects, its Pluto and Browse LNG projects in WA, collectively worth in the vicinity

of A$42bn. These plans have spun off legal work such as last year’s A$2.5bn capital raising which was facilitated

by Freehills (Woodside) and Mallesons (advising the underwriters and lead managers). The Woodside project follows on from Chevron’s A$50bn Gorgon gas project.

Mallesons partner Paul Lingard says that offshore LNG activity is set to become a focal point of interest because of advances in technology. “Floating LNG is a possibility now. Previously, you had to bring gas on shore and then run it through an LNG plant – if your deposits were a long way from the coast, then it was prohibitively expensive to bring onshore and process,” he says.

“Floating LNG allows you to effectively construct a plant on a ship and bring it from field to field, which allows you to access lots of deposits that are a long way offshore. So that will be an exciting trend in that space – it will allow them to open up vast tracts of area off the coast which previously have gone untapped – and it also allows you to bring on smaller fields.”

Dual listing

The Hong Kong Stock Exchange has revised its listing rules in an attempt to promote itself to resources companies and make it easier for these companies to list in Hong Kong.

Well-known Perth resources lawyer Michael Blakiston is interested in

Australasian Legal Business ISSUE 9.02

FEATURE | mining >>

the possibilities this opens up for dual listing, and says that some of his clients are already showing an interest in this option. He is excited by the potential.

“This will open up Australia to the South-East Asian region even more than it has. Some might say that [investors] can come through the ASX, but that’s a real narrow view. You really have to make it easy for people to invest and they’re used to [the Hong Kong] market – it’s been incredibly successful in other sectors,” he says.

“We’re starting to see people applying their effort to get listed. Although it is expensive and it does take time, it shows signs of getting momentum.”

Blakiston says there is a clear rationale for mining companies to consider listing in Hong Kong. “I know it sounds like an odd statement, but traditionally, the Chinese haven’t been big investors into mining stocks,” he says. “Hong Kong is clearly a source of Asian capital and a central point, so they’ve opened up this part of their operation to attract Chinese capital.”

“It’s going to be a huge area because if you’ve got any company that’s got a Chinese flavour in the sense of a Chinese JV partner or Chinese involvement in the project, to have the ability to trade up in that part of the world is very significant. I’m seeing a potential for a significant amount of work coming out of that area,” he says.

Mallesons’ Lingard points out that the flow of work relating to dual

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listings is a two way street. “What we’ve historically seen is Australian companies looking to list elsewhere but similarly, I think there’s potential out there for people to list in Australia as well as off the back of a dual listing,” he says. “Either way, I don’t think it’s going to form a big part of the next 12 months, but it is always possible.

The issue is having that sufficient nexus to mining which will really bring people in the door.”

He predicts increasing competition among exchanges in Canada, London, the US and Australasia for resources IPOs. “For capital-intensive projects, there is clear value for clients in putting their name on multiple exchanges,” he observes. “There are some interesting times ahead with the interplay for mining companies.”

While there is anecdotal evidence that Australian junior miners in particular are showing an interest in dual listings, Hebert Geer partner Jayne Steele notes that Scott Langford the process can be AAR complicated. “Reserve resource reporting standards are different at some Asian exchanges and it may take some time for Australian companies to accommodate that,” she observes.

“Also, while there is expected to be an investor appetite for Australian exploration companies, I’m not sure

“Floating LNG allows you to effectively construct a plant on a ship and bring it from field to field, which allows you to access lots of deposits that are a long way offshore. So that will be an exciting trend in that space – it will allow them to open up vast tracts of area off the coast which previously have gone untapped and it also allows you to bring on smaller fields” Paul Lingard

Mallesons

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FEATURE | mining >>

of the extent to which this will go beyond coal and iron ore and whether there is the same level of opportunity for juniors in base metals or other commodities.”

Bulk commodities

‘Coal, iron ore, China and India’ are the five buzzwords of the resources boom and the reasons why – energy security and steel production – have been well documented. It is a pattern which is unlikely to change in the near future, although some are sounding a note of caution. “When China sneezes, the world gets a cold – the concern is that this year might be the year that the cold develops,” observes Allens Arthur Robinson’s Scott Langford.

In the meantime, there is plenty of enthusiasm for keeping China supplied with bulk commodities, which raises interesting questions about where prices are headed in the long run. “Iron ore has led the charge and there is a view that it will be the first to start to see the impact of increased production.

There’s been a huge push to get as

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much product to market as possible,” says Langford.

Indeed, there has been no shortage of activity in the iron ore space. “Lots of companies have large deposits which have been fairly well explored and it’s about sequencing them into production – for example, in the Pilbara or the mid-west,” Langford says. “The midwest is a good example. They had nine deposits of iron ore for over 20 or 30 years and it’s just now getting enough momentum and the prices are right to bring it online – the demand is there. So that’s an exciting new chapter for WA in particular.”

Lingard predicts more M&A activity in the iron ore space, although he says that uncertainty surrounding the proposed MRRT is a deterrent. The junior iron ore space, in particular, is seen to be ripe for M&A. The latest developments include manoeuvres between BC Iron and Hong Kong-listed Regent Pacific Group, and Hong Konglisted Wah Nam’s simultaneous bids for Brockman Resources and FerrAus. Clayton Utz advised Wah Nam on

its simultaneous bids, while AAR advised FerrAus and Freehills advised Brockman.

Coal is similarly subject to interest from overseas, with recent highlights being Thailand-based Banpu’s A$2.5bn acquisition of Centennial Coal, a deal facilitated by Norton Rose (Banpu) and Freehills (Centennial Coal) and Indian-based Adani’s acquisition of coal tenements from Linc, a deal facilitated by Corrs (Adani) and Norton Rose (Linc).

But the difficulty faced by exporters of commodities such as coal and iron ore is a lack of infrastructure to transport and load the product onto ships. A number of expansion projects are on the horizon, such as the Oakajee port and rail facility in WA and expansion of the facilities in Newcastle NSW – projects which are generating legal work even at the planning stages.

“We are capacity constrained and the burgeoning commodity industry needs access to port and rail,” says Blakiston.

“Companies want to get access to [these facilities]… some of the work

Australasian Legal Business ISSUE 9.02

FEATURE | mining >>

is pre-regulatory because the formal regulatory regime only comes in once you’ve got the built asset. So people get a chance to negotiate their position during construction, but after you’ve then got a regulatory regime and all those things that apply.”

Mining tax

There is concern from miners about the Federal Government’s capacity to deliver certain outcomes on the issue of the Mineral Resources Rent Tax (MRRT). “The government is finely balanced [politically],” says Langford.

“The concern is whether there will ultimately be policy gridlock on that front – and also on climate change; we may end up in exactly the same position in 5 year’s time as we are now.”

Langford admits that, despite the uncertainty, resources projects are still continuing. “But it won’t take that much for there to be an impact on net investment dollars,” he warns.

“These companies have a global suite of assets and a very disciplined value-based approach as to where the

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investment dollars go.”

Mallesons’ Lingard says that his perception was that some miners were holding off decisions until the MRRT issue was resolved and that the uncertainty was also impeding M&A. “At the moment it is difficult to value these projects in a way that everyone would be comfortable with and it’s hard to do M&A – not impossible, but more difficult,” he observes. Blakiston says that the government needs to tread carefully.

“Here in the west we’re very sceptical because the whole issue of royalties is a big one. The mining tax is looking to limit the ability of the states to collect royalties. The minerals belong to the state – they don’t belong to the Commonwealth,” he says. “The right to gain benefit should be a state right.

If the Commonwealth is not careful there will clearly be a constitutional challenge – the premier has gone on record as having said it.”

Blakiston compares the situation with his experience in developing countries. “When you’re advising in

developing countries, one of the key things you try and tie governments down to is not to change the rules part-way through. Well here we are in Australia and that’s exactly what we’re doing,” he says. ALB

“You’ll see large companies buying smaller ones as they set footprints on permits and gas but you’ll eventually see consolidation amongst the majors themselves. I think there’s not enough room in the market for everyone to sit there and be commercially viable given the size of these multibillion dollar projects” David Walker

Holding Redlich

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ADVERTORIAL | digital dictation >>

Digital dictation to voice productivity:

changing face of ‘work’ and ‘office’

Advances in digital dictation technology have been making a significant impact on the daily lives of lawyers who know how to take advantage of them. Now, maintaining efficiency in terms of billable hours is key for any legal practice, from individual practitioners to multi-national firms

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Australasian Legal Business ISSUE 9.02

ADVERTORIAL | digital dictation >>

L

aw firms which have converted to BigHand voice technology cite improvements in workflow as the major benefit. The ability to prioritise jobs and split larger work into sections completed by different word processors; send direct action requests, re-arrange schedules or add items to a to-do list while travelling, as well as smartphone dictation, are just some of the benefits available.

These firms are now referring to ‘voice productivity’ – which still embodies traditional dictation, but now extends to a much wider set of efficiency gains utilising the ‘voice with workflow’ software.

Peter Campbell, CIO for Sparke Helmore, conducted a survey of lawyers at his firm and reported that 93% found BigHand easy to use and a vast improvement. Additionally, 72% reported increased productivity and 53% said they were happy with the increased visibility of the status of their work.

The ability to use devices such as

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the Philips Digital Pocket Memo while travelling to and from work or out of the office enhances this effect, according to users. Lawyers have been telling Susanna Kipping, document centre manager at Freehills, that they feel like they’re in the ‘new world’ since the firm rolled out Bighand digital dictation technology in November 2009: “It’s been a very good news story for Freehills,” she says.

Freehills isn’t the only firm to be converted to the benefits of seamless, fully integrated and user-friendly dictation, which is transmitted directly from the lawyer’s recording device or BlackBerry to a work pool, typed out and delivered back, usually within approximately one hour.

Maurice Blackburn, Arnold Bloch Leibler, Russell Kennedy and a long list of others are also converts who remember the ‘old days’ when dictation still involved tapes and file notes and everything would be stamped ‘urgent’ but would only get done when it came to the top of the pile.

“Lawyers can now see immediately on the screen how long a piece of dictation is.

There’s visibility of deadlines so we can categorise pieces in terms of ‘due in 2 hours, 4 hours, 8 hours or 24 hours’ and meet that deadline” Susanna Kipping

Freehills

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ADVERTORIAL | digital dictation >>

“I can see what’s going on across our offices nationally, whereas previously we would have to send out an e-mail to the other offices to say that we had free time and ask for work. Now I can straight away see what work is available and allocate it across our offices” Susanna Kipping

Freehills

“Now we can split files. Witness statements were previously analogue tapes 60 minutes per side per tape, so there would be one person working on each tape. That one hour can now be split six ways so it’s done in 20-25 minutes as opposed to up to 3 hours per side of tape,” says Kipping.

This is just one example of the kind of productivity savings available when law firms make the switch. Another example is the ability to assign clearly defined deadlines to each piece of dictation. “Lawyers can now see immediately on the screen how long a piece of dictation is, there’s visibility of deadlines so we can categorise pieces in terms of ‘due in 2 hours, 4 hours, 8 hours or 24 hours’ and meet that deadline,” Kipping says.

One size really does fit all

One of the comments law firms tend to make is how flexible voice-productivity is in its application. One of the best ways for firms of any size to maximise voice productivity is to push staff towards a centralised WP pool, according to Sparke Helmore’s Campbell. “We had originally written our own dictation system and for us that process identified the need for a centralised WP pool, Peter Campbell because of our size and Sparke Helmore the work environment,” he says. “BigHand made implementation of this technology as easy for a sole practitioner as a large firm.”

Arnold Bloch Leibler has offices in Melbourne and Sydney and the WP pool in Melbourne regularly completes work from the smaller Sydney office, which leads to more being done with less resources in a shorter timeframe, according to David Leong, the firm’s director of IT. “When Sydney is not operating because we don’t have an after-hours WP centre there, work can still be forwarded to Melbourne and completed,” he says.

For those firms wanting to analyse activity or track performance metrics BigHand provides a sophisticated analytics module, which can hold onto data from the system indefinitely, allowing quarter-on-quarter or 38

year-on-year comparisons. Freehills’ Kipping says that she is now able to get a much more complete picture of where there may be administrative bottlenecks. From December 2010-January 2011 she says the firm produced 4,124 dictations, for a total of 517 hours. To be able to quantify that allows for far better resource planning. “I can see what’s going on across our offices nationally, whereas previously we would have to send out an email to the other offices to say that we had free time and ask for work. Now I can straight away see what work is available and allocate it across our offices.”

The ability to ensure all resources are working to capacity, or to identify ongoing spare capacity, obviously has major benefits for operational management, as well as being reassuring to clients with one eye on cost effectiveness for legal work.

In terms of general functionality, Kipping says the fact that lawyers can now rewind and insert clauses, sentences or data at specific points in the dictation where they want it, means documents arrive with the document processor in order and ready to be transcribed. This saves time and effort putting the dictation together from the outset, and one of the advantages with BigHand is that it offers compatibility with new hardware, without law firms having to monitor continual developments.

Mobile offices have arrived

Being able to conduct business away from the office is widely considered to be one of the biggest changes of the last decade among professional lawyers.

As one of RIM’s Elite ISV Partners, BigHand has remained in lock-step with BlackBerry use for lawyers.

A number of firms have implemented the application for BlackBerry that allows for digital dictation, without the need to carry a separate recording device. This is one area where BigHand has put in real effort through listening to clients’ needs and making changes, according to Dan Speed, managing director of BigHand’s AsiaPacific division.

“When the push for mobility first picked up speed in legal in 2005 and 2006 it was about ticking the Australasian Legal Business ISSUE 9.02

ADVERTORIAL | digital dictation >>

box, to be able to say as a software developer we had a BlackBerry or Windows Mobile client. Now our expertise is such that we think in terms of how much of the desktop experience do we actually need to put on the Smartphone? Anything is possible: whether it is a BlackBerry, iPhone, Windows Phone or an Android OS we now offer a seamless experience for lawyers on-the-go, who can submit work instantly and track its progress within one click,” he says.

“The old days of trying to find a connection to upload your dictations back to the office, or even carrying tapes around, are gone.”

Kipping agrees. “Mobile digital dictation by BigHand is improving all the time. When we originally decided to go with BigHand we decided not to go with the BlackBerry functionality to concentrate on the core implementation but now the mobility side has improved out of sight.” Being able to use digital dictation on a mobile device was also a key criterion for Arnold Bloch

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Leibler when the firm was choosing its provider. BigHand was able to provide the same quality of recording, sound and the same speed of transmission – all with the added benefit of compatibility with BlackBerry – which is one of the most commonly-used handheld devices by lawyers, according to Leong. “We wanted to create a total but uncluttered mobile office solution for our lawyers by cherry-picking the best applications and making them available on people’s BlackBerries.

BigHand is definitely one of those applications,” he says.

Lawyers can submit entries from a BlackBerry from wherever they are by completing a few simple pieces of information, taking less than a minute.

The old system used at Sparke Helmore used to take up to three minutes, according to Campbell. “We submit thousands of minutes of dictation per year and using this technology we save 2-3 minutes per fee earner per dictation.” As a law firm with experience in writing its own program,

“There has been a big leap in voice-to-text accuracy, especially using the serverbased Speech Recognition engine. Our advanced workflow means lawyers no longer need to invest time training the speech recognition engine – all they need to do is dictate and send, the training happens behind the scenes” Sean Stephens

BigHand

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ADVERTORIAL | digital dictation >>

►► HOW MUCH CAN SPEECH RECOGNITION SAVE YOUR FIRM? Scenario: 1 x transcriptionist 1 x lawyer 5 mins per dictation 5 dictations a day 5 days a week = 125 minutes of dictation per week.

Without speech recognition: On average, a transcriptionist plays back a dictation 2.5 times.

Total playback time per week = 2.5 x 125 mins = 312 mins With speech recognition: Playback times are reduced from 2.5 times per dictation, to 1 times (proofing the transcribed text from the server) Total playback time = 125 mins

Conclusion: 1 Lawyer and 1 transcriptionist can save 187 minutes or over 3 hours per week*

*document formatting time omitted from both calculations for parity.

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and one which wins awards for its excellence in knowledge management and leveraging IT to enable legal service delivery, Sparke Helmore is a firm whose endorsement of BigHand digital technology ought to be a clear indication that it is a market leader.

Recently it was recognised with the ‘Best Practice in Knowledge Management Award’ at the fifth annual Lawtech summit.

Spreading the word

As more firms adopt BigHand digital dictation for their offices, more lawyers are coming back to dictation and taking advantage of the fact they can outsource a major function of their job without compromising quality, confidentiality, timeliness or accuracy.

“The time saving does increase the propensity of fee earners to dictate and leads to them being more productive and makes the fee earner happier,” says Sparke Helmore’s Campbell.

This hasn’t only been seen among senior lawyers, however. Leong mentioned that his firm is looking at reintroducing training on dictation for junior lawyers as part of their induction because a number of them still type their own documents for various reasons – chiefly because they just don’t know how easy it is to make dictation work properly for them.

“Most young people just haven’t been taught the skills. That’s why Sean Stephens we’re thinking about BigHand reintroducing dictation skills into induction training. A number of partners who are good at dictating are also good at visualising the final document while dictating. It’s a bit of a science… it can be learnt and is highly efficient…”

Although it may feel like being in control by typing yourself, in the long run a lawyer’s ability to use cuttingedge dictation systems saves time and increases their billable efficiency.

Increased use of Smartphones as a business tool is also making this easier. New Zealand firm Simpson Grierson has specifically noted that its younger lawyers, who are already familiar with handheld mobile devices, are increasingly comfortable using digital dictation.

When documents appear

Looking to what the future might hold for voice productivity and digital dictation workflow there is a clear response from all of the major players – speech recognition. This would involve submitting the dictation to BigHand’s server-based engine and the dictation coming back as text or as part of a predefined template.

Leong attended the BigHand users’ conference in Sydney and server-based speech recognition was the subject of much of the discussion. “There is a lot of interest around speech recognition at the moment. While the technology is much improved now with the emergence of the Server-based system BigHand uses… the technology is there and they are capable of producing the document,” he says. “[However] more work needs to go into how a firm is going to leverage it within their current business process.

It’s also important to keep things in the right context,” Leong concluded.

Sean Stephens, the national sales manager at BigHand describes the future from their perspective. “There has been a big leap in voice-to-text accuracy, especially using the serverbased Speech Recognition engine,” Stephens explains.

“Our advanced workflow means lawyers no longer need to invest time training the speech recognition engine – all they need to do is dictate and send, the training happens behind the scenes. We’ve also taken this a step further with our pre-learning tool: by pointing the system to existing dictations and documents the system learns and builds a user profile based on previous content,” he says.

“The speech recognition training time is massively reduced, user acceptance is high, and once the transcribed text is dropped into firm templates, you are away – a bit of finetuning from a PA and your document is done. Very quickly, the task of transcription becomes a proofread and formatting exercise and document turn-around times are greatly reduced,” he adds.

“Even if this frees up just 3 or 4 minutes of fee-earner and secretarial time per dictation, it is significant when you extrapolate the time savings across multiple lawyers and multiple assistants.”

Australasian Legal Business ISSUE 9.02

ADVERTORIAL | digital dictation >>

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FEATURE | in-house issues >>

Caution: hazard ahead After some turbulent years on the cost control front, general counsels in Australia and New Zealand are finding new challenges of the regulatory kind, as governments refocus on the business of compliance

“We have undertaken certain project work where external lawyers have been rewarded with increased fees if the project succeeds, but they also share the downside if it does not go ahead.

This approach finds favour with our businesses and is a model we will continue to use” Kerry Willcock

Tabcorp

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I

n recent years general counsels and their teams have come under increasing pressure to do more with less. The financial crisis has forced companies and their legal departments across a broad range of industries to become lean, mean and efficient – while dealing with increased regulation, changing market conditions and a raft of M&A. Trish Hyde Australian CEO of the Australian Corporate Lawyers Corporate Lawyers Association Association Trish Hyde says these issues are a growing concern for the in-house legal profession. “Our research shows that the most pressing issue for in-house counsels is workload.

The rising profile of the profession as a business enabler, coupled with GFC

efficiency drives, has continued to place workload pressures on in-house counsel. Tied with all of this is the ever present need for in-house counsel to demonstrate the value of the legal department,” she says.

General counsels across the financial, retail and energy & mining sectors have also voiced their concerns over the raft of new regulations either coming into force or being recently introduced. Legal departments must adapt to these while remaining on top of day-to-day business requirements.

Those in the mining sector are preparing for the introduction of new environment regulation as well as the increased prospect of a carbon trading scheme. GCs in finance and retail sectors are wary of the new consumer laws under the Competition and Consumer Act 2010 (CCA) and Personal Property Securities Act reforms. ALB Australasian Legal Business ISSUE 9.02

FEATURE | in-house issues >>

Michael Abbott Vice president, legal, Woodside Energy

What are the main types of work the legal team has been engaged in during the past 12 months?

Our work has been largely driven by the work of Woodside – a lot of it has been in relation to the North West Shelf oil assets, so lots of construction-related work. Woodside’s Pluto LNG project in the North West of Western Australia is also providing us with a lot of work. We have also been doing work associated with the development of the Browse project.

What types of work do you expect to see in the next 12 months?

There is a growing amount of work associated with environmental regulation and compliance and our team has grown internally to deal with this. I also envisage there will be some sort of carbon trading scheme in the future that we will have to work around. Tax regulation and changes to the taxation system will also create added work for us.

I also expect to remain focused on the disclosure requirements required of a corporation such as Woodside, making sure we keep the market up-to-date and well informed. I don’t see the disclosure requirements of Woodside decreasing anytime soon, so that will definitely remain a priority. As we are still building the Pluto LNG project, there is considerable future work associated with that as well as other prospective projects. It’s definitely busier than 12 months prior and there are time-sensitive deadlines ticking on the Pluto and Browse projects: the Pluto LNG project has a deadline of August 2011.

Do you expect to make any changes to the in-house legal team in the next 12 months, what are they and why?

We regularly have internal rotations of staff to give all staff experience and knowledge across a wide range of legal areas. This also helps when there is a particular area of work that needs extra assistance. There are currently 25 lawyers in the Woodside legal team after a new corporate lawyer was hired last year.

I think it will remain steady, unless a new project comes up – then we would have to make adjustments. But you get a fair amount of warning when that is about to happen. Projects build up slowly. The market for construction lawyers has tightened up significantly. There is quite a lot of activity in the construction space and there are not that many lawyers with the relevant experience.

Have you engaged in any alternative fee billing arrangements with firms in the past 12 months? How successful/unsuccessful have they been?

We have a panel arrangement in place with five firms, which we established a year ago.

Because we have that arrangement with them we receive aggrieved rates for our work done by them. Having a panel arrangement also means you have firms you can contact that know how you work and what is needed of them. We do annual reviews of each firm on the panel – but the panel arrangement is a 3 year contract.

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FEATURE | in-house issues >>

Rod Bordignon Group legal manager – corporate & commercial, Woolworths What are the main types of work the legal team has been engaged in during the past 12 months?

We have had a consistent stream of very diverse work. We do a lot of procurement work, especially in the IT area, a lot of property and contractrelated work as well as competition, regulatory and compliance work – all of which comes from working for an organisation like Woolworths. As we are a corporate company, we have also done some M&A work and treasury work such as joint ventures in the last 12 months.

What types of work do you expect to see in the next 12 months?

One of the main areas which will be affecting the business will be changes in the regulation of the industry, and the introduction of a new consumer law [Competition and Consumer Act] that will definitely have an impact on our operations. Regulatory work has increased in the past couple of years, both in the pace and scope of regulatory changes and we have ramped up our compliance functions because of that. That is a trend we see continuing into the future.

Do you expect to make any changes to the composition of your external legal providers?

Woolworths doesn’t have a formal legal panel as such, instead we have a number of preferred firms we regularly use for external legal needs.

There are around 12 preferred firms including top-tier and mid-tier firms. When deciding on which firm to work with we go for expertise

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first then cost. Cost is very important, but it’s also equally important to have the right people and the right skills.

Secondees from those firms we have relationships with often play a part in the work we are doing. At the moment we are working on a telecommunication provider contract and we have seconded staff from firms to assist us with that project.

Have you engaged in any alternative fee billing arrangements with firms in the past 12 months?

Over the past 18 months costs have been a focus across the entire organisation, which has caused us to have discussions with our preferred firms about how to manage costs associated with their services. They understood our needs and have reacted well to what we were looking for. In response to those concerns we did a lot of fixed-fee arrangements in areas of work where that was suitable – reasonably standardised areas of work.

We received positive reactions from the law firms that they understood what we needed. Fixed-fee arrangements are now a noticeable part of the billing arrangements used by Woolworths and we might look to use fixed fees in other areas now as well.

What are the main challenges for you and the team in 2011?

The changing laws and regulatory framework for our business and the rate of change is going to be a constant challenge for us to manage, especially in the current trading environment. Costs control will also remain an important challenge – which would not have been the case a few years ago.

“One of the main areas which will be affecting the business will be changes in the regulation of the industry...”

Australasian Legal Business ISSUE 9.02

FEATURE | in-house issues >>

David Cohen General counsel, Commonwealth Bank Group What types of work do you expect to see in the next 12 months?

There is no doubt that the current political climate around large banks is going to produce change of one sort or another. It might not be sensible change, but there will certainly be change and we will need to cope with that. I think that within that you have issues around competition, pricing and compliance.

In the wealth management space, certainly the superannuation reforms and the Cooper Review will be very important to us. In the context of financial planning, the Future of Financial Advice reforms are going to definitely deliver changes, particularly around the statutory fiduciary duty for financial advisers.

We went through a period maybe 18 months ago where we had unnaturally low levels of litigation. The cycle is shifting and we are returning to more common levels of litigation.

The growth of class actions will continue to have an impact: I think greater clarity around managed investment schemes and litigation funders has cleared the pathway a little. We don’t want to encourage class actions – we want to avoid them, and the best way to avoid them is to run our business better.

Do you expect to make any changes to the in-house legal team in the next 12 months?

I think as a team we have grown – we have recruited well during the GFC, and added some quality candidates from overseas and locally. If you look at CBA, BankWest, Auckland Savings Bank (ASB) and our offshore lawyers we have about 110 lawyers or so, but it used to be more.

Again, consistent with our philosophy of keeping a sharp focus on strategically valuable work, those new issues will raise to the top and others move to the bottom. I don’t necessarily see an increase [in the team size].

Have you engaged in any alternative fee billing arrangements with firms in the past 12 months?

We all talk about this a lot, but we don’t do much. It’s really not just up to the law firms to do this. I don’t blame the law firms at all because clients like us go on about the billable hour, but unless we are prepared to do something about it, why should the law firms?

If you are going to tackle this issue, you have to make some hard decisions. Both the law firms and their clients need to take a bit of a swallow and try, for example, a percentage fee or a mandate where the firm will do all of the work for ‘x dollars’ per annum. At the end of the year, do a washup to see how both parties fared.

If you have a good relationship with the firm, you will do a bit of give and take. You might not do that across the entire CBA Group, but you might actually be able to do it with an organisation like ours within a certain area of law. Break it down to manageable digestible amounts that will not break the bank for the firm or the client. Or a law firm might be willing to do a project for 0.5% of the deal value, providing some certainty and allow us to focus on the outcome, now the hourly input. I think that the fallacy of this current model is that it’s all inputfocused, not outcome or resolution-focused.

Are you looking at increasing or using LPO/LSO providers in 2011?

I’m quite open to it, although we haven’t adopted it yet. We have identified a couple of areas of work where we think it is a possibility, but I haven’t spoken in any detail yet to the providers.

We are not rushing into it – I don’t have a good sense of whether it will form a substantial part of our work. We are not in the business of doing lots of M&A work and are unlikely therefore to need a lot of due diligence work done by a legal outsourcing firm.

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FEATURE | in-house issues >>

Rebecca Holbrook General counsel, Fisher & Paykel Appliances What are the main types of work the legal team has been engaged in during the past 12 months?

2010 was another busy year at Fisher & Paykel Appliances. Key areas of focus included putting arrangements in place with Haier Corporation (our cornerstone shareholder) including exclusive distribution agreements for Australia and New Zealand and for the People’s Republic of China.

Property sales were also a focus, including the sale and leaseback of our headquarters in New Zealand. Consistent with many other companies, FPA’s focus on compliance and risk minimisation and management has also increased.

What types of work do you expect to see in the next 12 months?

We expect 2011 will continue to have a transaction focus, as we explore opportunities with other appliance manufacturers. In addition to developing, manufacturing and selling appliance products, opportunities to supply and/ or license core components (where we have a technology

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“We expect 2011 will continue to have a transaction focus, as we explore opportunities with other appliance manufacturers” Rebecca Holbrook

FPA

advantage) are increasing. FPA have recently commenced a formal ‘Business Excellence’ program, core tenets of which include ongoing assessment, international benchmarking and continuous improvement.

We expect to be involved in many projects as a result of this, and one area of initial focus is improving the processes we have in place with our many suppliers, including how arrangements are documented and managed.

As a legal team, we need to understand the key business drivers behind these projects and ensure any resulting changes are reflecting in our legal processes and documents. The identification and mitigation of compliance risks will continue to be a core area of focus, and the legal services team plays an active role in this, including ensuring that appropriate training is provided to all staff.

Do you expect to make any changes to the composition of your external legal providers?

No changes are anticipated. We see real value in terms of continuity of knowledge from maintaining existing relationships, and have, over the years, developed an excellent team of external providers to support our local and offshore offices. That said, just as companies must continually improve to survive, we expect our legal service providers to also continually improve and adapt.

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FEATURE | in-house issues >>

We ensure that the in-house legal team is aware of all matters that are referred to external providers so that performance levels can be monitored, and we have adequate information on hand to be able to change providers if required.

Have you engaged in any alternative fee billing arrangements with firms in the past 12 months?

We use three key methods to manage external legal spend. The first is careful scoping and management of matters that are referred to external legal providers. The second is fee estimates, and the third is discounts on hourly rates for volume of work. We find the first method to be the most successful, but will continue to use all three. We are increasingly supplementing our use of external providers with knowledge services. One example of this is the [publisher] Practical Law Company, where we can access high-level jurisdictional specific information in a number of areas. We will continue to look for opportunities in this space.

Francesca Lee General counsel and company secretary, OzMinerals What are the main types of work the legal team has been engaged in during the past 12 months?

There was quite a bit of M&A activity last year. Some of it eventuated in transactions, some of it didn’t. We were also quite busy with litigation and class action-related work. The legal team also did a lot of project development-related legal work, especially in relation to the new underground mines. Last year also saw the legal team training staff about changes to legislation and new government initiatives.

What types of work do you expect to see in the next 12 months?

As a member of the executive committee I’m identifying legal issues as they arise, whether it is from within a department that is affected by new legislation or a growth area of the company.

We are looking at legal issues in Australia and offshore. I expect that the Personal Property Securities (PPS) reforms and the introduction of a carbon trading scheme in the near future we will keep us busy.

It is important to keep abreast of reforms which affect the company as well as managing internal and external resources, to ensure we don’t spend unnecessary amounts on keeping upto-date with changes to the legislation.

Have you engaged in any alternative fee billing arrangements with firms in the past 12 months?

OzMinerals has three firms on its main legal panel and two firms in each of the jurisdictions in which it operates. Having a panel means we can negotiate better rates with each of those firms and develop a stronger relationship. Keeping costs down is a very important issue for me. We are always looking for ways to ensure that the in-house legal team is productive and effective and not using external lawyers unnecessarily. I also make sure we monitor legal bills diligently, in particular the amount of money and time attributed to meetings.

To help keep costs down I regularly use contract templates that have either been developed internally or for the Australian Mining and Petroleum Law Association, which also help to give me a good starting point for negotiations.

Do you have any feedback on the service the team is receiving from law firms?

One of the trends that I have seen developing is that firms have started charging for seminars.

In the past I viewed invitations to training seminars as part of the service that relationship firms provide.

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FEATURE | in-house issues >>

Michele Sang Senior counsel, McDonald’s Restaurants (NZ) What are the main types of work the legal team has been engaged in during the past 12 months?

Photography by Warren Payne

We have predominantly been working on property transactions, leasing agreements, franchising and litigation. McDonald’s restaurants NZ has been involved in a case in the Environment Court with respect to a site at Balmoral, Auckland, where we have been trying to obtain resource consent to open a restaurant for the past 3 years. It was a very time-consuming and costly exercise for us, and it is the first time McDonald’s has gone to the Environment Court.

What types of work do you expect to see in the next 12 months?

We will definitely see an increase in litigation because of the economic environment. It’s becoming harder and harder for us to find suitable sites to open restaurants which have the right size and zoning, and as a result obtaining resource consents is becoming more difficult. The dispute regarding the Balmoral site in Auckland will also continue this year after the other side appealed the decision in the Environment Court, meaning McDonald’s will now take the matter to the High Court.

Also, as we open more restaurants our portfolio increases; hence the number of property-related issues increase. We have also had more issues for tenants defaulting on rent and with suppliers and contractors getting into financial difficulty or going into liquidation.

during 2010, we still managed to reduce legal spend. We have worked hard to streamline our processes and documentation to become more efficient. We have also set up training and processes within the office for our clients to take more accountability for their work, and hence only refer matters to us which require legal input. Previously we were filtering all types of work.

Do you expect to make any changes to the composition of your external legal providers?

We currently use two law firms which we will review at the end of the year. One has been acting for us for 3 years, the other for 1 year.

Interestingly, one of the law firms we use has raised its hourly charge-out rates for 2011, with the result that it is significantly more expensive to use them than the other law firm. This will probably result in us using the other law firm more often.

Have you engaged in any alternative fee billing arrangements with firms in the past 12 months?

We have tried asking for quotes/set fees on certain jobs or in the case of a larger file, and have successfully obtained a lower charge-out rate for the partner involved. Set fees are difficult when issues arise outside the scope of the original quote; however we have found that our law firms have been more than willing to agree on a lower fee if we challenge them.

Unfortunately with some files it is not possible to have a set fee, as you don’t know what the scope of the issue is until you get involved.

However, we still try and obtain quotes for initial opinions and will continue to push for set fees/ reduced hourly rates on matters that are appropriate.

Do you expect to make any changes to the in-house legal team in the next 12 months?

No. Even though the amount of property transactional work increased

“Unfortunately, with some files it is not possible to have a set fee, as you don’t know what the scope of the issue is until you get involved”

Annette Spencer Head of legal, UBS Securities Australia What types of work do you expect to see in the next 12 months?

Reform is driving our work in the equity space: the market structure reforms and Personal Properties Securities Act reforms in particular.

We are looking at more structured solutions for our sophisticated client businesses than we had in the past 12 months. Previously we might have only looked at one option for a client, but now we are looking at a greater variety of options, which means more work for us as we have to consider more alternatives.

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Michele Sang

McDonald’s

Compliance is a growth area for the team because ASIC has beefedup its teams and is more engaged as a regulator. We are having more meetings with ASIC to explain to them how our business works so that they understand the market when making reforms. ASIC has been interacting with the overall market more than it has previously.

There has also been a definite increase in potential transactions work.

We are looking at a good pipeline of work in the M&A space. The sentiment has changed dramatically and it’s going to be a busy year working on those projects in the pipeline.

Do you expect to make any changes to the in-house legal team in the next 12 months?

We made some changes last year as a result of team members moving offshore for other opportunities within the company, requiring us to bring in some new team members to fill those positions. As we grow busier I expect I will add one or two mid-level lawyers, most likely in the transactions, corporate advisory and governance areas.

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FEATURE | in-house issues >>

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FEATURE | in-house issues >>

Do you expect to make any changes to the composition of your external legal providers?

I have discussions every 6 or so months with the six firms we predominantly deal with. I don’t foresee any significant changes to the composition of those firms on the panel. We will, throughout the year, engage with a couple of firms that are not typically the firms we have relationships with, as a result of the new work areas we will have to deal with.

Are you looking at increasing or using LPO/LSO providers in 2011?

It’s an opportunity we are aware of if the need arises: we have global relationships with LPO providers. We would need to identify an area of work where we had the volume of work in a particular area to justify the use of them and we have not yet identified that area of work.

For contract-based work we use Advent Lawyers. I think they are filling what has previously been a gap in the market. It’s very handy for general counsels to be able to locate reliable and experienced lawyers for shortterm assignments.

What are the main challenges for you and the team in the year ahead?

Navigating reform, especially for internal clients and UBS clients, will be a major challenge. However, the reforms also offer an exciting opportunity to work with the business and look for opportunities within the new regulations. For each member of the team there is an opportunity to find new solutions for clients and to operate outside the run-of-the-mill work we were doing last year.

“There has also been a definite increase in potential transactions work. The sentiment has changed dramatically and it’s going to be a busy year working on those projects in the pipeline”

Kerry Willcock Executive general manager – corporate and legal, Tabcorp What are the main types of work the legal team has been engaged in during the past 12 months?

Overall, 2010 was made up of a mix of corporate and contract work, as well as a fair amount of regulatory work relating to an ever-changing regulatory landscape in wagering. Tabcorp announced in October that it would demerge its casinos business from its wagering, gaming and Keno business, with a target date for completion of July 1, 2011. The main priority has been preparing for the demerger. In addition we effected approximately A$430m in a capital raising and have announced further

Annette Spencer

UBS Securities

significant investments in our casinos in NSW and Queensland. These involved associated construction-related legal work.

What types of work do you expect to see in the next 12 months?

Achieving the demerger by mid-year will be the main focus, with continued attention on regulatory developments in the wagering environment.

Do you expect to make any changes to the in-house legal team in the next 12 months?

There will be significant changes taking place, given the demerger of a large part of the Tabcorp group. We will essentially be splitting the existing in-house team to move to the business they are currently serving.

Have you engaged in any alternative fee billing arrangements with firms in the past 12 months?

Yes, we have undertaken certain project work where external lawyers have been rewarded with increased fees if the project succeeds, but they also share the downside if it does not go ahead. This approach finds favour with our businesses and is a model we will continue to use. these is the ever-present need for in-house counsel to demonstrate the value of the legal department.

Trish Hyde CEO, Australian Corporate Lawyers Association (ACLA) What has been the main issue for GCs in the past 12 months?

Research consistently shows that the most pressing issue for in-house counsel is workload. The rising profile of the profession as a business enabler, coupled with GFC-induced efficiency drives has continued to place workload pressures on in-house counsel. Since the GFC, in-house counsels have also faced greater pressures relating to governance and regulatory matters coupled with resourcing constraints. Tied with all of

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What will be the main challenges for the profession over the next 12 months?

There are two main challenges for 2011. The first is freeing up time for planning – how to do more with less and focusing the legal team on strategic business issues. The second challenge comes from the fast pace and broad scope of change in both the law and commercial worlds, with the need for in-house counsel to keep a step ahead. As the sector of the legal profession directly engaged in commerce, their voice on legal and business-related issues will become more critical over coming years.

What are the most common issues you hear from your members?

The most common questions from GCs are around balance: how to achieve balance in information flow; how to optimise the legal function to be a strategic part of the business; how to balance the needs of business; how to support the business through regulatory changes.

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Photography by Thilo Pulch

FEATURE | interview >>

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FEATURE | interview >>

IN-HOUSE PERSPECTIVE

Jiun Yoong Lim, RBS

A harmonious balance Jiun Yoong Lim heads the Australian legal team at RBS and is also head of legal for the RBS Asia-Pacific banking division. He shares his thoughts on music, markets and work/life balance

J

iun Yoong Lim had a rather interesting transition into legal practice – he spent nine years studying and performing as a classical pianist, and is a graduate of the Royal Academy of Music in London.

“When I reached a certain age I asked myself whether I would want to fulfil all my dreams before I got too old,” he recalled.

“When I was young I had two dreams – first to be a musician and second to be a lawyer. So I thought if I don’t try it now, I will never fulfil my second dream. I applied to study law, received a scholarship and signed a training contract at A&O in London. After I qualified I joined their project finance group.” After nearly four years of legal practice in London, Lim wanted to be closer to family and made the move to Latham & Watkins in Hong Kong, remaining there for a few years before joining RBS. To this day he is still asked about the transition from classical music to law.

“It’s a good mix. As a solo pianist, you are on stage alone, you lock yourself in the practice rooms for hours alone and you travel alone. Now I get to work with people. I enjoy working in a team; I enjoy working with fellow lawyers and clients – that’s what I like. I like

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having a close relationship with my team and we work together really well.”

The market

Lim predicts that 2011 will be a busy year for his team, with RBS setting ambitious targets for revenue and profitability across the organisation.

“In Australia we are always very busy,” he says. “Though we don’t have a large legal team, all our lawyers are highly proficient, energetic and resourceful.

They are all working at full speed at the moment.”

Lim is expecting more business across the board. “I think activities will increase. There is more confidence in the market and there is a strong potential so I think the future is bright,” he says. RBS had a busy year with debt market activity in 2010 (the Australian team even added an additional lawyer to specifically cope with this work) and Lim is expecting this activity to continue in 2011.

“Looking ahead, I think it will remain strong,” he observes. The RBS legal team has one senior lawyer physically located within the ECM/ M&A business unit, but all other lawyers sit together. All lawyers report to Lim, something which he says is important from a risk management

“As I am moving beyond the first half of the game of life, I ask myself how I would like to kick the ball in the second half? I reflect on how I have played in the first half of my life, identify areas where I have done well and areas where I have not.

I make sure I plan my second half properly and play the ball right so that the second part of my life can be lived at its most rewarding ” Jiun Yoong Lim

RBS

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“We want lawyers to be independent from the business. It is important to remember that while the legal team is always available to facilitate the business and deliver commercial risk solutions, the legal team should protect the bank’s franchise and manage legal risk without any interference or pressure from the business” Jiun Yoong Lim

Photography by Thilo Pulch

RBS

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perspective. “We want lawyers to be independent from the business,” he explains. “It is important to remember that while the legal team is always available to facilitate the business and deliver commercial risk solutions, the legal team should protect the bank’s franchise and manage legal risk without any interference or pressure from the business.”

External advisors

The Australian RBS legal team has nine members and will look to add two further lawyers early in 2011. It’s a small team so many external lawyers are engaged to work either directly or indirectly on RBS work. This means that managing external relationships is a critical part of Lim’s role. He recently reviewed the RBS Australian legal panel with a view to not only providing better value for RBS, but also for the law firms. “We decided to be fair to the law firms – there is no point in putting firms on our panel if we know that at this stage, we would not be giving them any work,” he says.

The legal team first set out a list of law firms based on their expertise and quality of work, and then approached the different parts of the business and asked them to indicate the firms each section preferred to use. This information was then used to form a general panel, and also a niche panel for specialist areas. Part of the aim of this process was not to raise expectations on the part of the firms as to what kind of work they will be receiving. “We realise that when you put firms on a panel, there is an expectation they will be getting work,” Lim says. “We treasure that relationship and the best way forward is to be honest – if there are certain areas where a firm is unlikely to get work, we will tell them. That way they are aware of the areas where the business is not yet comfortable in using them and they can work on improving their offering in those areas.”

RBS also has a global panel as well as panels for discrete markets such as Hong Kong or Japan. Lim acknowledges the possibility of creating a single Asia-Pacific panel, but points out that the result may ultimately be a distinction without a difference. “In Australasian Legal Business ISSUE 9.02

FEATURE | interview >>

Australia we would use an Australian firm for Australian law advice, and in somewhere like Korea we would use a Korean firm for Korean law advice,” he points out. “We could put an Australian law firm on an Asia panel, but the end result would be the same – you would only use them for Australian law and not, for example, Japanese law, unless they have the expertise.”

Hiring; work/life balance

Lim takes a strong interest in maintaining a happy and balanced team. “Lots of young lawyers tend to think of prestige and salary first. They work very hard – that’s very important but they tend to forget the balanced life,” he says. “The first thing I always stress to [prospective candidates]: ask yourself whether you’re happy to work here. Are you proud to be part of the team? Are you proud to be part of RBS?” Lim says he has no problem with candidates asking about work/life balance in interviews: “I don’t see why you can’t ask about that,” he says.

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“It’s very important to be yourself – why go to a place where you can’t be yourself? A lot of places need you to be available 24/7, if you know you can’t do that, why do it?” Lim is a strong adherent to the work/life balance concept himself. “Work is one part of life. You work very hard, but at the same time you should be a good husband, wife, son, daughter, mother, father. So try to find a place where you can have a balanced life, enjoy it and be proud of it.”

He uses a football analogy when speaking of life and career happiness.

“As I am moving beyond the first half of the game of life, I ask myself how I would like to kick the ball in the second half? I reflect on how I have played in the first half of my life, identify areas where I have done well and areas where I have not. I make sure I plan my second half properly and play the ball right. One thing I ask myself all the time is whether I’m happy – at the moment I am because I have a good and balanced life,” he says. ALB

“In Australia we would use an Australian firm for Australian law advice, and in somewhere like Korea we would use a Korean firm for Korean law advice. We could put an Australian law firm on an Asia panel, but the end result would be the same – you would only use them for Australian law and not, for example, Japanese law, unless they have the expertise” Jiun Yoong Lim

RBS

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FEATURE | education >>

Postgraduate legal study:

in search of specialisation As the 2011 legal year commences, it could be time for lawyers to think about going back to school

A

ustralian lawyers are spoilt for choice when it comes to postgraduate study. According to the Council of Australian Law Deans, there are 26 different providers (apart from the College of Law) offering LLM and postgraduate diploma courses nationally.

Competition has led to some institutions developing new offerings.

For example, in line with the growing demand for courses of a more practical

nature, the College of Law has introduced a new Master’s program in wills & estates as well as in-house practice. The latter course caters for both private practice lawyers who want to move in-house and in-house counsel aspiring to become general counsels.

The Australian National University (ANU) has also introduced a new offering: law, governance and development for government workers and lawyers interested in developing

economies – areas which are said to be in “overwhelming demand” by students.

And prospective students are not only law graduates: course providers such as ANU and the Queensland University of Technology (QUT) are opening up study options for non-law graduates also.

Lawyers love to specialise

According to course providers, the

►► SUMMARY OF POSTGRADUATE LEGAL EDUCATION COURSES IN AUSTRALIA

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Institution

Dean/head of law faculty

Contact information

Postgraduate courses

New course offerings/ subjects in 2011

Fees

Australian National University (ANU)

Professor Michael Coper

E-mail pgadmin.law@anu.edu.au or phone 02 6125 0510 Don Rothwell, director graduate programs, ANU College of Law

New specialisations within the LLM, Law, Governance and Development programs

$2,250 per 6 unit course or $4,500 per 12 unit course

Bond University (Bond)

Professor Geraldine Mackenzie

Use the general enquiry form: http:// www.bond.edu.au/about-bond/ contact-us/general-enquiry/index. htm or E-mail mjacques@bond.edu. au or tmerrots@bond.edu.au or phone 07 559 52008.

LLM specialising in environment, government and commercial, international law or legal practice LLM (Legal Practice) LLM (International Legal Practice), Master of Business Law, Postgraduate Diploma in Legal Practice and Juris Doctor

College of Law

Neville Carter

Enquire through the College on-line form found at: http://www.collaw. edu.au/Utility-Links/Contact-Us/ Australia/ or Phone 02 9965 7102 to contact Angie Zandstra, director, applied law programs, College of Law

Offerings range from Animal Law to Corporate Governance and IP as well as Law and Investment in Japan. For a full list see the Bond website: www.bond.edu.au and follow the links Master of Applied Law (Wills & Estates) commenced at end 2010

LLM or Master of Business Law cost $28,840. It costs $11,536 for the Postgraduate Diploma in Law or $15,416 for the Diploma in Legal Practice ($7,336 on-line) Other courses vary in cost $7,500 across all streams.

Subject costs vary from $750 to $1,125

Melbourne University (Melb)

Professor Carolyn Evans

Please contact the law masters office Law-masters@unimelb.edu.au or via phone on (03) 8344 6190

Approximately 30 new subjects offered in 2011

Monash University (Monash)

Professor Arie Freiberg

law-postgraduate@monash.edu or for content specific inquiries Dr Ann Monotti, associate dean (postgraduate studies) Monash university

Masters degrees cost $31,680 or $3,960 per subject. Graduate Diploma costs $15,840 $24,400 per year for LLM or Graduate Diploma (both 1yr full time or 2 yrs part time)

various practice areas for Graduate Certificate, Graduate Diploma or Master of Applied Laws, Legal Practice Management Course, in-house Legal Practice LLM, Graduate Diplomas and Juris Doctor

LLM, seven specialist areas, Master of Regulatory Study and graduate diplomas in six specialist areas

Innovation: Labour, Competition and Intellectual Property Law - as part of an LLM offered in Prato, Italy.

cont’d on pg 59

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FEATURE | education >>

most popular qualification undertaken by postgraduate student lawyers is still the LLM, specialising in areas such as IP or technology, family or criminal law. There is recognition that in order to remain valuable to clients and the firm, lawyers will benefit from developing an expertise and being recognised as a specialist within a particular field.

“We have seen a huge demand from the practicing profession for practical postgraduate programs that are different from the traditional LLM. Practitioners want advanced level study that is very relevant and applicable to their day-to-day work, which will make them better lawyers,” says Angie Zandstra, director, applied law programs at the College of Law. Part of this desire to revisit an area and specialise may also be explained by the highly Dr Ann Monotti structured nature Monash University of undergraduate

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“We have seen a huge demand from the practicing profession for practical postgraduate programs that are different from the traditional LLM. Practitioners want advanced level study that is very relevant and applicable to their day-to-day work, which will make them better lawyers” Angie Zandstra

College of Law

legal study. “Many lawyers find the undergraduate experience limiting because of the requirements to take a structured program. Upon graduation they haven’t been able to take courses in areas of law they would like to,” said Don Rothwell, director of the ANU College of Law graduate program.

Taking another look at an area of practice can also equip a lawyer with the knowledge and confidence to launch their own practice. Peter Hooper started his own specialist family law practice in the suburbs outside Brisbane while completing a Masters of Applied Law, specialising in family

law, through the College of Law. He said that having the specialisation on top of his accreditation gained during his years of legal practice with a Brisbane city firm has helped his boutique firm stand out from the other suburban solicitor outfits – generally a ‘one-stop shop’ offering a range of services. Hooper explained the benefits that the degree has given him. “When you go and see someone for professional legal advice, you want to know you are talking to someone with a comprehensive knowledge of the area of practice concerning you. With the focus on family law, the Masters of Applied

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“International students are very interested in units developed for our professional market – for example in insolvency law. However, these units might once have been almost solely Australia-focused. We are increasingly offering units such as cross-border insolvency and related units, and this has really added to our international appeal” Sheryl Jackson

QUT Law has definitely given me that and helped me build my reputation as a family law specialist. It has assisted me to attain a deeper understanding of family law,” he says.

Additionally, Hooper says he can think of a number of other practice areas where future sole practitioners or specialists might benefit from a specialised LLM – listing criminal, insurance and tax. He also believes the way the legal profession in general is headed is towards increased specialisation. Hooper mentioned that the unit he did on developing and managing a family law practice was really useful for learning the essentials needed to run his own practice.

An international education

Not surprisingly, Australian postgraduate legal education is going global, both in terms of the students undertaking it and the outreach of the subjects offered. “Our international student cohort has increased significantly compared to just three or four years ago,” says Sheryl Jackson, director of graduate programs for the law school at QUT. “International students are very interested in units developed for our professional market – for example in insolvency law. However, these units might once have been almost solely Australia-focused. We are increasingly offering units such as cross-border insolvency and related units, and this has really added to our international appeal,” she says.

Don Rothwell, director graduate programs, ANU College of Law, says that at ANU migration law courses have proven popular with overseas registered agents, or lawyers who want to practice here as migration agents. To help facilitate this interest, a number of Australian universities are also offering foundation courses 58

and research training and articulation arrangements with foreign learning institutions. This allows part of a candidate’s prior study to be credited towards a domestic qualification.

Providers are looking to invest in the development of new units and courses which are suitable for this new international audience. “Even in areas such as commercial law, the rationale is that it’s increasingly important to put that information into the international market perspective,” says QUT’s Jackson.

The other aspect of globalisation is the larger number of Australian students who want to take their studies overseas, but are choosing to do so with Australian institutions where possible, according to ANU’s Rothwell. “We’ve seen a definite increase in the number of Australian universities exploring joint overseas programs. For example, the University of Sydney is offering part of its master’s program in Europe, Monash the same thing. There’s also definitely interest in offering courses in China and India as well as attracting students from those areas. They’re entering into partnerships designed to minimise the cost to students,” he says.

Rothwell attributed a lot of the change to demand in the West for a better understanding of the Chinese legal system, as well as increased interest in India as a global force and (as to be expected) an interest in being in the international political and financial hubs of Europe and the US. Whether it’s summer schools in the US, Beijing or Shanghai, courses in Malaysia or Italy (where Monash and QUT both have offerings) or reciprocal agreements with universities in the US and Europe, Australian postgraduate learning providers appear to be creating opportunities for a truly international education.

Opportunities to study overseas are Australasian Legal Business ISSUE 9.02

FEATURE | education >>

Queensland University of Technology (QUT)

Professor Michael Lavarch

University of Adelaide (UoA)

Professor Rosemary Owens (until 16 March 2011)

University of New South Wales (UNSW)

Professor David Dixon

law@unsw.edu.au or via phone (02) 9385 2227

University of Sydney (Syd)

Professor Gillian Triggs

Associate Dean (postgraduate coursework) Professor Roger Magnusson. E-mail contact: law. info@sydney.edu.au or via phone 02 9351 0351

LLM, and other 13 specialist Master programs, 11 Graduate Diploma in Law courses

University of Western Australia (UWA)

Winthrop Professor William Ford

Contact via e-mail law-fao@law.uwa. edu.au or enquiries@law.uwa.edu.au or via phone (08) 6488 2961.

Director of Postgraduate Studies Winthrop Professor Richard Bartlett

Graduate Diploma in Law, Graduate Diploma in Commercial and Resources Law, Graduate Diploma in Energy Law and LLM

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E-mail general inquiries to: law_enquiries@qut.edu.au or lawpg. enquiries@qut.edu.au Contact person: Sheryl Jackson, director graduate programs, School of Law, QUT. Phone (08) 8303 5063 postgraduate coursework administrator pglaw@adelaide.edu.au

5 awards in the postgraduate program, including LLM. LLM has six specialist majors, Graduate Certificate in Law has 11 specialisations LLM, Master of Laws/ Master of Commerce and Master of Comparative Law – with 12 specialisations.

Also offers Doctorate of Laws LLM with 11 specialisation areas, 17 other graduate course programs including Graduate Diplomas and Juris Doctor (JD).

New criminology major as well as new units in international and comparative law, development law and Australian human rights law The 2011 program includes over 20 courses with a strong international and commercial focus

$9,576 for the Graduate Diploma in Legal Practice $8,750 per semester for LLM (1 year full time). Masters of IP law $7,375 per semester (1 year full time) LLM or Graduate Diploma costs $17,250 per year.

Graduate Certificate costs $8,625. Longer or combined Masters (of 18 months duration) costs 25,875 Masters and Graduate $450 per unit of credit Diploma of Criminal justice $2,700 per course (6 units and Criminology; Masters per course). $21,600 for an and Graduate Diploma of 8 course Masters program. A Business Law. There is also Commonwealth-Supported a new LLM specialisation in Place for the JD costs $8,859 Environmental law per year Specialisation in energy and Masters degree, including resources law commencing LLM costs $24,480. Graduate early March 2011. Two new Diploma is $12,240. Both family law units, disability & are excluding Criminology, human rights in domestic and which costs $17,040 for the international law and law and Masters and $8,520 for a literature.

Graduate Diploma N/A $11,043 for the Graduate Diploma in Law, $22,086 for LLM

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FEATURE | education >>

available in a range of different areas.

For example, Monash University, inspired by the Federal Court case of University of Western Australia v Gray (concerning ownership of employee inventions in a university) has developed a two-day conference in Prato, Tuscany. The course incorporates discussions on several areas of law related to protection of business research – IP, labour and employment, commercial and corporate. The conference can be attended on its own or combined with further study and an assessment to form a unit towards an LLM.

Postgrad law for career changers

Some professionals use postgraduate study to broaden their horizons.

International law, politics and development are popular to this end.

Emma Palmer decided to study a Masters of International Law, even though she graduated in commerce and law in 2006, before working as an investment analyst for two and a half years at a large city bank.

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Not interested in practicing finance law itself, she started the course with the University of New South Wales, doing a few politics subjects to gain a broader background before realising a straight LLM was more appropriate for her as she didn’t feel she had a broad enough background.

Palmer handed her last essay in for her LLM in February and is currently doing a one-month internship with the UN in Geneva, which she discovered through the course. She said her employer, Macquarie Bank, has been fully supportive of her ‘personal journey’ and allowed her to take leave for exams and classes.

Postgrad law for non-lawyers

ANU, The University of Melbourne, Monash University and QUT all specifically offer units of study to nonpractitioners who want to gain a legal perspective in their particular area or further a career in government, policy development or another field other than law. For example, QUT is combining units with its existing School of

Justice and offering a new major in criminology to capitalise on existing resources.

David Barda, a scientist, graduated with a Masters in IP law from Monash University in 2010. Having been in his job performing research for a tech start-up for a few years that involved ’commercialising’ technology, Barda realised he would benefit from a fuller understanding of IP law and management. He said the experience made him feel like he’d missed a great opportunity when deciding what to do at university because the whole discipline of law was ‘fascinating and stimulating’.

He undertook his studies alongside professionals who were practicing in IP firms and doing the course as a prerequisite to becoming a patent attorney, although there were also others working in the area of technology development who wanted to gain a better understanding of patent law. IP law in particular was viewed by him as an area of interest which easily intersects with other disciplines. ALB

Australasian Legal Business ISSUE 9.02

FEATURE | education >>

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MARKET >>>> MARKETDATA DATE| M&A | M&A

In association with

M&A TRANSACTIONS AND STATISTICAL ANALYSIS Top 10 Announced Deals - Australasia (01 January, 2011 - 31 January, 2011) Announcement Date

Target Company

Target/Seller Legal Advisor

28-Jan-11

Honeywell International Inc (Automotive Consumer Products Group)

31-Jan-11

Austereo Group limited

Minter Ellison Advising seller: Allens Arthur Robinson

Bidder Company

Bidder Legal Advisor

Seller Company

Graeme Hart (Private Investor)

Blake, Cassels & Graydon

Honeywell International Inc

956

Southern Cross Media Group

Corrs Chambers Westgarth

Village Roadshow Limited

943

Pacific Equity Partners

463

11-Jan-11

Tegel Foods Ltd

21-Jan-11

BC Iron Limited (80.1% Stake)

Middletons

Regent Pacific Group Ltd

Clayton Utz

230

11-Jan-11

RP Data Ltd (59.8% Stake)

Allen & Overy

CoreLogic Inc

Clayton Utz

201

20-Jan-11

Virgin Blue Holdings Limited (14.9% Stake)

Air New Zealand Limited

Baker & McKenzie

145

28-Jan-11

Laiki Bank (Australia) Ltd (85% Stake)

Bank of Beirut SAL

18-Jan-11

Peresys (Pty) Limited

Iress Market Technology Limited

12-Jan-11

Mercator Gold Australia Pty Ltd

01-Jan-11

Clear Telecoms (Aust) Pty Ltd

Notes:

Affinity Equity Partners

Deal Value (AUDm)

Marfin Popular Bank Public Company Ltd

143

50

Freehills; Hunt & Humphry

28

M2 Telecommunications Group Limited

25

Based on announced deals, including lapsed and withdrawn bids, from 01 January 2011 to 31 January 2011•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•Q1 11 * = 1 January 2011 to 31 January 2011

League Table of Legal Advisors to Australasian M&A (Jan 01, 2011 - Jan 31, 2011)

League Table of Financial Advisors to Australasian M&A (Jan 01, 2011 - Jan 31, 2011) Value (AUDm)

Deal Count

1

Clayton Utz

431

2

1

Macquarie Group

1,607

3

2

Blake, Cassels & Graydon

956

1

2

Goldman Sachs

1,899

2

3=

Allens Arthur Robinson

943

1

3

Gresham Advisory Partners

173

2

3=

Corrs Chambers Westgarth

943

1

4=

Credit Suisse

956

1

3=

Minter Ellison

943

1

4=

Nomura Holdings

956

1

Rank

House

Value (AUDm)

Deal Count

Rank

House

6

Middletons

230

1

6=

ANZ Bank

943

1

7

Allen & Overy

201

1

6=

UBS Investment Bank

943

1 1

8

Baker & McKenzie

145

1

8=

Greenhill & Co

463

9=

Freehills

28

1

8=

Morgan Stanley

463

1

9=

Hunt & Humphry

28

1

10=

Argonaut Limited

230

1

10=

Standard Chartered

230

1

Australasian M&A Activity - Quarterly Trends 200

70,000

180 160

Value (AUDm) Volume

50,000

140 120

40,000

100 30,000

80

20,000

60 40

10,000 0

62

Number of deals

Value (AUDm)

60,000

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

Q3 10

Q4 10

Q1 11*

0

Australasian Legal Business ISSUE 9.02 9.2 Australasian Legal Business ISSUE

MARKET DATA | capital markets >>

EQUITY CAPITAL MARKETS TRANSACTIONS LIST Australia, New Zealand Jan 23-Feb 22 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 Bunnings Warehouse Ppty Tr

152.1

02/18/11

AUD

UBS Australia Ltd

Real Estate

Jupiter Mines Ltd

148.0

01/31/11

AUD

Southern Cross Equities Ltd

Materials

GrainCorp Ltd

118.2

02/09/11

AUD

Austock Corporate

Consumer Staples

Talison Lithium Ltd

80.8

02/07/11

CAD

Cormark Securities Inc

Materials

Gujarat NRE Coking Coal Ltd

72.2

02/16/11

AUD

UBS Australia Ltd

Materials

Macarthur Minerals Ltd

45.2

02/10/11

CAD

TD Securities Inc

Materials

E-com Multi Ltd

44.8

01/31/11

AUD

Soaring Securities Pty Ltd

High Technology

Venturex Resources Ltd

36.8

02/14/11

AUD

Argonaut Capital Ltd

Materials

FerrAus Ltd

34.9

01/31/11

AUD

Macquarie Capital Advisors

Materials

NuCoal Resources NL

30.1

02/14/11

AUD

Austock Corporate

Materials

Catalpa Resources Ltd

23.8

02/03/11

AUD

Macquarie Capital Advisors Investec Bank(Australia)Ltd

Materials

Apex Minerals NL

22.8

02/02/11

AUD

Azure Capital

Materials

Alkane Resources Ltd

21.1

02/10/11

AUD

Petra Capital Pty Ltd

Materials

Orocobre Ltd

20.2

02/03/11

CAD

Cormark Securities Inc Dundee Securities Corporation

Materials

G8 Education Ltd

18.9

02/10/11

AUD

Petra Capital Pty Ltd

Consumer Products and Services

Orocobre Ltd

15.2

02/03/11

AUD

Patersons Securities Ltd

Materials

Bookrunner(s)

Sector

Source: Thomson Reuters

DEBT CAPITAL MARKETS TRANSACTIONS LIST Australia, New Zealand Jan 23-Feb 22 Issuer

Proceeds (USDm)

Issue date

Currency

AUSTRALIA Queensland Treasury Corp

3,965.4

02/15/11

AUD

ANZ Banking Group Deutsche Bank AG (Australia) UBS AG Westpac Institutional Bank

Government and Agencies

New South Wales Treasury

1,571.7

02/01/11

AUD

UBS Australia Ltd Deutsche Bank AG (Australia) RBC Capital Markets Westpac Banking

Government and Agencies

National Australia Bank Ltd

609.0

01/28/11

JPY

Citigroup Global Markets Japan Mizuho Securities Co Ltd Nomura Securities

Financials

SPIAA

401.3

02/01/11

GBP

BNP Paribas SA HSBC Holdings PLC RBS

Energy and Power

Midwest Vanadium Pty Ltd

335.0

02/09/11

USD

JP Morgan

Materials

MEF 2011-A

284.5

02/16/11

USD

Barclays Capital

Financials

CFS Retail Property Trust

151.3

02/01/11

AUD

Commonwealth Bank of Australia ANZ Banking Group

Real Estate

AMP Bank Ltd

126.4

02/09/11

AUD

Westpac Banking

Financials

National Australia Bank Ltd

76.7

01/28/11

JPY

Citigroup Global Markets Japan Mizuho Securities Co Ltd Nomura Securities

Financials

Coca-Cola Amatil Ltd

76.6

02/02/11

AUD

BNP Paribas SA Credit Suisse

Consumer Staples

Commonwealth Bank of Australia

38.3

01/28/11

SEK

Deutsche Bank AG

Financials

National Australia Bank Ltd

19.9

01/25/11

HKD

Deutsche Bank AG

Financials

Treasury Corp of Victoria

16.6

02/04/11

AUD

Nomura International PLC

Government and Agencies

Westpac Banking Corp-Sydney

10.3

02/15/11

HKD

HSBC Holdings PLC

Financials

ANZ National (Intl) London

160.2

01/26/11

CHF

Credit Suisse UBS Investment Bank

Financials

Watercare Services Ltd

113.5

02/15/11

NZD

Bank of New Zealand

Energy and Power

Wellington City Council

18.9

02/15/11

NZD

ANZ Banking Group (NZ)

Government and Agencies

NEW ZEALAND

Source: Thomson Reuters

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MARKET DATA | M&A >>

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MARKET DATA | capital markets >>

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