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Williams + Hughes Earns Recertification in Meritas, the Leading Global Alliance of Independent Business Law Firms
Post by Damian Quail | Posted 3 years ago on Wednesday, May 12th, 2021
Williams + Hughes is pleased to announce that it has been awarded recertification in Meritas, a global alliance of independent business law firms. Williams + Hughes joined Meritas in 2014 and, as a condition of its membership, is required to successfully complete recertification every three years.
Meritas is the only law firm alliance with an established and comprehensive means of monitoring the quality of its member firms, a process that saves clients’ time validating law firm credentials and experience. Meritas membership is selective and by invitation only. Firms are regularly assessed and recertified for the breadth of their practice expertise, client satisfaction and high standards of cybersecurity to keep legal information safe. Meritas’ extensive due diligence process ensures that only firms meeting the tenets of Meritas’ unique Quality Assurance Program are allowed to maintain membership. The measurement of the firm’s performance, based on input from clients, is reflected in a Satisfaction Index score, which is available online on the Meritas website.
“Our values of quality service and client satisfaction align with the Meritas mission to provide a safe and responsive global offering to clients,” said Damian Quail, Director. “We’ve successfully collaborated with colleagues in many jurisdictions around the world to solve client issues and help them seize opportunities outside of this market. We look forward to keeping those vital connections through membership in Meritas.”
The recertification process Williams + Hughes completed to maintain its membership status included exacting self-assessment, peer review by other law firms and client feedback.
“Businesses trust the Meritas alliance of law firms for top-tier quality, convenience, consistency and value,” said Sona Pancholy, president of Meritas. “Williams + Hughes has demonstrated its commitment to world-class legal standards, and therefore has successfully earned its recertification in Meritas.”
For more information about our our membership in Meritas, please see here
About Meritas
Meritas’ global alliance of independent, market-leading law firms provides borderless legal services to companies looking to effectively capture opportunities and solve issues anywhere in the world. Companies benefit from local knowledge, collective strength and new efficiencies when they work with Meritas law firms. The personal attention and care they experience is part of Meritas’ industry-first commitment to the utmost in quality of service and putting client priorities above all else. Founded in 1990, Meritas has member firms in 259 markets worldwide with more than 7,500 dedicated, collaborative lawyers. To locate a Meritas resource for a specific need or in a certain market, visit Meritas.org or call +1-612-339-8680
Meritas Welcomes DMAW Lawyers, Adelaide, to the Membership
Post by Damian Quail | Posted 4 years ago on Friday, July 17th, 2020
Leading Adelaide commercial Firm, DMAW Lawyers has been selected to be South Australia’s representative firm for Meritas, the premier global alliance of independent law firms.
DMAW Lawyers will become an integral part of the Australia & New Zealand network of firms as well as the worldwide network of 191 law firms located across 96 countries.
This alliance will enhance DMAW Lawyers’ ability to support South Australian business interests both nationally and internationally.
DMAW’s Lawyer’s Managing Director, Mr Leo Walsh said “One of most attractive benefits of belonging to this network was the opportunity for our lawyers to participate in national and global conversations on business and legal issues. Not only does this expand our thinking, and add to our technical skills, but it help our lawyers build trusted, reliable relationships with lawyers in the regions that matter to our clients. Already we’ve participated in meetings with Insolvency experts across the country and with Senior Partners in Shanghai and Tokyo.”
Mr Mike Worsnop, Partner with Martelli McKegg in New Zealand and Co-Chair of Meritas ANZ: “We are delighted to have DMAW Lawyers join our group. Not only was their quality apparent but they’ve been very easy and responsive to deal with during our discussions. They clearly demonstrated the type of service clients look for when using a firm in a different market.”
“DMAW Lawyers had to meet the rigorous requirements to become members of Meritas, the only law firm alliance with a Quality Assurance Program that ensures clients receive the same high-quality legal work and service from every Meritas firm.”
Meritas membership is extended by invitation only, and firms are regularly assessed for the breadth of their practice expertise and client satisfaction.
Ms Sona Pancholy, Meritas CEO: “In today’s environment having a commitment to a reliable network is more important than ever. Independent law firms, Corporate Counsel, Business Owners and their Commercial Advisors, all choose their portfolio of trusted legal relationships to match the issues and the markets they want to navigate. For 30 years, Meritas has cultivated a group of the best firms for this purpose.”
About DMAW Lawyers
DMAW Lawyers was established in Adelaide in 2002. The firm has ten Principals and a team of 50 staff. DMAW Lawyers focus on three areas of specialization being Corporate, Transactions, and Disputes for Business Clients.
Website: DMAW Lawyers
About Meritas
Founded in 1990, Meritas is the premier global alliance of independent law firms. As an invitation-only alliance, Meritas firms must adhere to uncompromising service standards to retain membership status. With 192 top-ranking law firms spanning 96 countries, Meritas delivers exceptional legal knowledge, personal attention and proven value to clients worldwide.
Website: Meritas
In Australia and New Zealand, Meritas is represented by leading independent commercial law firms in each of these six major capital cities:
In Australia
Adelaide DMAW Lawyers
Brisbane Bennett & Philp
Melbourne Madgwicks Lawyers
Perth Williams+Hughes
Sydney Swaab
In New Zealand
Auckland Martelli McKegg
Privacy policies and procedures: Australian businesses may have to comply with European GDPR laws
Post by Damian Quail | Posted 4 years ago on Wednesday, May 6th, 2020
On Friday 25 May 2018 the EU General Data Protection Regulation (GDPR) came into effect, giving residents of the EU increased control over their personal data. Importantly, GDPR extends far beyond the boundaries of Europe.
Here we have summarized what this means for Australian businesses.
Does it apply to my Australian business?
GDPR can apply to businesses incorporated outside of the EU, regardless of their size.
GDPR applies to Australian businesses that:
- have an establishment in the EU;
- offer goods or services to EU individuals (including where no payment is required); or
- monitor the behaviour of EU individuals e.g. through the use of website “cookies”.
If an Australian company has an office in the EU, sells goods or services to people in the EU, or processes or handles data relating to EU individuals – even if that data processing occurs only in Australia - that is usually enough to bring the company within the scope of GDPR.
The fact that people in the EU can access a website is not enough to bring the company within GDPR. However, using a European language or currency on your website, or mentioning customers or users who are in the EU, can be considered having an intention to offer services to EU individuals. This will bring any data concerning those EU individuals within GDPR, and so the Australian business will need to comply with GDPR.
Who and what are covered?
The GDPR covers the “personal data” of an “EU individual”. The concept of an “EU individual” extends to EU residents, EU citizens and citizens of other countries who are temporarily in the EU. This could include an Australian resident working temporarily in the EU. The scope of “personal data” is broad - it includes any data set which can identify or single out an individual. It is broader than the definition of personal information under Australian legislation.
Importantly, GDPR focusses on the person to whom the information relates, not where the information handling or processing actually occurs.
So, an Australian company that uses computer servers provided by third parties to process the personal data of an EU individual (e.g. Amazon or Microsoft Azure servers) is bound by GDPR even if those servers are located outside of the EU. GDPR extends far beyond the boundaries of Europe.
If an Australian company has European customers, then they msut comply with GDPR.
We comply with Australian Privacy Laws, isn’t that enough?
Unfortunately it is not that simple. Although the Australian Privacy Act 1988 (Cth) and the GDPR have similar requirements, some requirements of GDPR are stricter than those under Australian privacy law. For example:
- Active, informed, specific consent must be obtained from EU individuals regarding use, collection and storage of their personal information. Companies cannot rely on pre-ticked boxes, opt-out clauses, bundled consents or employment contracts for consent. Privacy and consent cannot be obtained via clause 65 of a privacy policy on your website.
- Companies must notify EU individuals within 72 hours of a data breach occurring. This is a very short timeframe from discovery of a breach. Companies will need to put in place processes to deal with a breach before any breach actually occurs.
- Specific steps must be taken by a company when transferring personal data outside of Europe or to a third party commercial services provider.
- Companies must implement appropriate technical and organisational measures and processes, including data protection policies, to ensure and be able to demonstrate that data processing and retention complies with GDPR. Importantly, there must be “data protection by design and by default”.
- EU Individuals have a “right to be forgotten” under GDPR which does not yet exist under Australian privacy law.
If GDPR applies to your business, you may need to update your privacy policy and procedures to ensure compliance with these rules.
Alternatively, you may need to implement strategies to remove your business from the scope of GDPR. We can assist in this regard.
Europe's Regulatory Focus- will non-EU companies be fined?
The processing of employee data, such as payroll data, has been identified by EU regulators as a key area for protection. Any Australian business that seriously breaches GDPR in relation to EU employee information could be the subject of enforcement action by EU regulators. In the event of a serious data breach, fines may be imposed. Fines under GDPR can be extremely high - up to €20 million or 4% of annual worldwide turnover, whichever is greater.
Importantly, European regulators are taking action against non-EU companies. The first company to be fined under GDPR by the UK's Information Commissioners Office (ICO) was a Canadian company with apparently no EU presence. The ICO also issued a formal warning under GDPR in November 2018 to the Washington Post over how it was obtaining consent for cookies on its website. The ICO did not take the matter further at the time, and presumably will not in a post-Brexit world. However, it is clear that European regulators may target companies outside of Europe in sufficiently serious cases.
Also, any EU individual whose data has been compromised as a result of an unauthorised disclosure or data breach can take action directly against an Australian company under GDPR.
Many countries are following GDPR
Legislation similar to GDPR has already been passed in many jurisdictions outside of Europe. Other non-European countries are currently updating their privacy laws as a response to GDPR. These countries include Argentina, Bahrain, Brazil, China and Hong Kong, Iraq, Israel, Kazakhstan, Norway, Panama, Peru, Russia, Singapore, California and the United Kingdom. Australian companies operating in, or with customers in, these countries will need to be sure they comply with those laws.
What to do now
The message is clear. Many Australian companies holding or processing personal data of an EU individual should:
- Review their current data processing practices to understand what data is collected, processed and retained
- Determine whether current information handling, security and retention practices comply with GDPR
- Update privacy policies, practices and procedures if GDPR is applicable
- Put in place measures to deal with a data breach before one occurs
- Obtain formal contractual guarantees from third party service providers (e.g. who host or process relevant data) that they are compliant with GDPR.
For Australian companies that wish to avoid the cost of dealing with GDPR, there are strategies that can be implemented to remove their business from the scope of GDPR.
If you have any questions about your company’s obligations or need help to comply with GDPR or avoid GDPR, please contact Damian Quail in our Perth office.
This article is general information only, at the date it is posted. It is not, and should not be relied upon as, legal advice. This article might not be updated over time and therefore may not reflect changes to the law. Please feel free to contact us for legal advice that is specific to your situation.
Covid 19- an overview of the JobKeeper wage subsidy scheme
Post by Damian Quail | Posted 4 years ago on Wednesday, April 29th, 2020
The core component of the Federal Government’s business support package in response to the Covid-19 pandemic is the JobKeeper scheme. This scheme is intended to help employers retain employees on their books, with the objective of ensuring money continues to circulate in the economy during these challenging times.
The JobKeeper legislation was passed by the Federal Parliament on 8 April 2020. Rules dealing with administering the scheme were made by the Treasurer on 9 April 2020.
The JobKeeper payment is, in a nutshell, a AUD$1,500 per fortnight per employee wage subsidy paid by the Federal Government to employers until 27 September 2020.
The estimated cost of this measure is AUD $130 billion. The Government has stated that $1,500 per fortnight is the equivalent of about 70% of the median Australian wage and represents about 100% of the median Australian wage in some of the most heavily affected sectors, such as retail, hospitality and tourism.
The scheme operates via a reimbursement system. Participating employers make wages payments to their employees and are then reimbursed in arrears $1,500 by the Government per eligible employee per fortnight. The Government does not pay employees direct. The JobKeeper payment cannot be claimed in advance. The first payments to eligible employers will commence in the first week of May 2020.The first payment is for the fortnight of 30 March - 12 April 2020 i.e. the scheme commences from that date.
Employers who wish to participate in the scheme must register their interest through the Australian Taxation Office website here by 31 May 2020.
Key Eligibility Requirements
- The employer must be an "eligible employer"
The employer must pursue their objectives principally in Australia.
An employer is not eligible for the JobKeeper payment if any of the following apply:
- the Major Bank Levy was imposed on the employer or a member of its consolidated group for any quarter before 1 March 2020
- the entity is an Australian government agency (within the meaning of the Income Tax Assessment Act 1997)
- the entity is a local governing body i.e. a local government council
- the entity is wholly owned by an Australian government agency or local governing body
- the entity is a sovereign entity
- the entity is a company in liquidation
- the entity is an individual who has entered bankruptcy.
The effect of the second and third exceptions listed above is that employees of State and local Governments are excluded from benefiting from the JobKeeper scheme.
The scheme is not limited to companies. Partnerships, trusts, not for profit organisations, sole traders and other legal entities are eligible to participate in the scheme. Special rules apply to payments to business owners and directors.
- Most employers will be eligible if their business turnover falls by 30%
In order to be eligible for JobKeeper payments, the projected turnover of the employer's business must fall by 30% as compared to the same period last year. In order to register for the scheme, a business must self assess that it has had or will have the necessary decline in turnover.
A 50% turnover decline is required for businesses with revenue of AUD$1 billion or more.
Charities need suffer only a 15% decline in order to be eligible.
The turnover calculation is based on GST turnover, even if the employer is not registered for GST. The ATO has released detailed rules about calculations that must be made, and what documents and supporting evidence is needed.
- Employees need to have been engaged by the employer as at 1 March 2020. This includes full-time and part-time employees. Casual employees are only eligible if they had been employed on a regular basis for at least 12 months prior to 1 March 2020.
Eligible employees must be currently employed by the employer for the fortnights it claims for (including those employees who are stood down or re-hired). The subsidy cannot be claimed for employees who left employment before 1 March 2020.
Employees are only eligible if they are older than 16 and were Australian residents on 1 March 2020.
Many employers in the "gig economy" who are casual employees - including in hospitality, food services, retail and tourism - will be unable to benefit from the scheme if they are "recent hires" i.e. have been employed as casuals for less than 12 months as at 30 March 2020.
Key legal obligations for participating employers
- Each employee must be paid at least AUD $1,500 per fortnight before tax.
Each employee in respect of whom an employer receives a JobKeeper payment must be paid at least $1,500 per fortnight before tax by the employer. This is the case even if the employee would normally receive less than $1,500 per fortnight. The employer cannot keep the difference between the JobKeeper subsidy and the employee's usual wages. In effect, the wages of employees who usually earn below $1,500 per fortnight are increased to $1,500.
It can be seen that for employees who earn less than $1,500 per fortnight, their continued employment through to 27 September 2020 essentially comes at no cost to the employer.
If an employer does not continue to pay their employees for each pay period, they will cease to qualify for the JobKeeper payments. For the first two fortnights (30 March – 12 April, 13 April – 26 April) wages can be paid late, provided they are paid by the employer by the end of April 2020.
- The JobKeeper payment can only be received by one employer for an individual
Only one employer can claim the JobKeeper payment in respect of a person. Where a person works multiple jobs, a choice will need to be made as to which employer receives the subsidy. The employee makes the choice. An employer cannot claim the JobKeeper subsidy without an employee's consent.
If an employee is a long-term casual and has other permanent employment, they must choose the permanent employer.
- An "one in, all in" principle applies
If an employer decides to participate in the JobKeeper scheme, it must nominate all of its eligible employees. The employer cannot choose to nominate only some eligible employees. However, individual eligible employees can choose not to participate.
- Tax must still be deducted on employee's wages
No deduction for JobKeeper payments received is made when calculating and deducting PAYG tax payments on employee's wages.
- Superannuation is not payable on "top up" payments
New rules are being introduced by the Government with the intention to not require the superannuation guarantee to be paid on additional payments that are made to employees as a result of JobKeeper payments.
JobKeeper Enabling Directions
The JobKeeper scheme gives eligible employers the authority to make what are described as "JobKeeper Enabling Directions" in respect of eligible employees. These directions are designed to provide greater flexibiliity to employers to manage the hours, duties and location of their workforce in the face of the significant Covid-19 related challenges.
JobKeeper Enabling Directions available to eligible employers include:
- standing down employees (including reducing days and hours)
- changing the duties performed by the employee
- changing the employee’s location of work.
If you need legal assistance in relation to the JobKeeper scheme, please contact Damian Quail in our office.
This article is general information only, at the date it is posted. It is not, and should not be relied upon as, legal advice. This article might not be updated over time and therefore may not reflect changes to the law. Please feel free to contact us for legal advice that is specific to your situation.
Amy Knight
PrincipalLLB (Dist), BCom
EXPERTISE
EXPERIENCE
Amy practices in general commercial and corporate law with a focus on property, business and share acquisitions and disposals.
Amy has a particular interest in property law and is routinely involved in all aspects of property transactions including legal due diligence, acquisitions and disposals, financing, leases, subdivisions, strata titles, transfer duty advice and conveyancing.
On the corporate side, Amy has acted on buy, sell and financier sides of company and business acquisitions and disposals.
Amy is based in our West Perth Office.
Amy’s recent experience includes:
- Due diligence, contract negotiation and settlement of the acquisition of multi-lot properties exceeding $30m;
- Acquisition and funding (via convertible notes and security trust) of farming properties exceeding $25m;
- Negotiation and settlement of the disposal of securities to a multinational group exceeding $20m;
- Subdivision and sale of semi-rural development site exceeding 100 lots;
- Acquisition and disposal of a number of vineyards in the Margaret River region.
Software Licensing, Support & Maintenance
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Developers creating software and apps for clients and customers should have a software licence agreement. While there are many standard agreements available, a bespoke agreement, tailored to your app or software, goes much further in protecting you and your business. An effective software licence will prevent customers from copying your software, allow you to disclaim warranties and, importantly, limit your liabilities and exposure.
Our expertise includes:
- Drafting, negotiating and advising on a wide range of licence related agreements including:
- licence agreements/EULA's
- reseller and distribution agreements
- maintenance, support and service level agreements
- subscription and SaaS agreements
- hosting agreements
- cloud agreements
- website and app T&C's
- Advising on termination of licence provisions
- Advising in relation licence compliance and software licence audits
- Advising on warranties (including exclusions and liability limitations)
- Advising software, medical and mobile app start-ups in relation to business structuring, shareholder agreements, terms and conditions, fundraising documents, commercialisation agreements, manufacturing and other agreements
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Our notable and relevant experience includes:
- Prepared suite of software licencing, maintenance and support agreements for spatial software developer (Australia and USA).
- Prepared suite of software licencing, maintenance and support (including service level) contracts for Tier 1 mining and energy software vendor.
- Reviewing standard form procurement contracts offered by BHP, Rio Tinto and FMG.
- Advised large private industrial company in relation to Oracle software licence audit, including compliance with licensing terms and challenging licence fees demanded for virtual machines and multiple software instances.
- Advising ASX listed property company in relation to terms of Microsoft Dynamics enterprise software licence.
- Advising large agribusiness in relation to Telstra cloud contracts and licence terms
- Acting for numerous software and IT related start-ups, advising on all legal aspects of their businesses.
- Prepared and reviewed software maintenance and support agreements and SaaS agreement for many clients.
- Prepared numerous website and app T&C's.
IT, Software, NFT and Intellectual Property lawyers
Our intellectual property lawyers are experts in the law relating to intellectual property, information technology, software and NFTs. Keeping pace with advances in these areas is key for all businesses.
We can advise and assist you in identifying, managing and protecting your business' valuable IP, IT and software assets, including advising in relation to applying for trade marks and enforcing your copyright. We have close relationships with various patent attorneys who can prepare applications for registered protection for designs and patents in conjunction with advice we provide.
Our team regularly advises sellers, purchasers and developers of IT and IP products and services on all aspects of contracts, including ensuring compliance with relevant laws such as competition, consumer protection, privacy and telecommunications legislation. We can also prepare and review the full suite of contracts involving IP, IT and NFT issues, including licence, maintenance, support, distribution, reseller, commercialisation and procurement agreements.
We have acted for many software and IT companies in major M&A transactions, with a particular focus on software companies in the mining and energy sector who are selling their businesses to private equity investors or industry competitors.
We have also advised NFT trading platform owners, including preparing NFT minting agreements, associated IP licence agreements and NFT trading platform terms and conditions. We have also advised parties involved in cryptocurrency disputes, including making claims in the Mt Gox bitcoin exchange liquidation.
Our lawyers are regular speakers on IP law and IT issues.
Get in touch with our team of information technology and intellectual property lawyers if you have questions or need assistance.
What we do
Click through the links below for more information on the individual areas of expertise
Our specialist industry expertise
Damian Quail
PrincipalLLB, B.Com (Acc & Fin) (Hons) MAICD
EXPERTISE
EXPERIENCE
Damian is a Director and Principal of Williams + Hughes. He has practiced as a lawyer for over 28 years in the commercial, resources, agribusiness, software and technology fields. He has managed many large deals, including major investments, farm-ins and JV’s, asset and share sale deals, capital raising transactions and construction matters.
Damian acts for a wide range of clients, including ASX and TSX listed companies, large private family groups and small to medium enterprises. Damian has special expertise in M&A transactions.
Damian adopts a pragmatic approach with a strong focus on ensuring his advice adds value and allows clients to get deals done.
Damian has significant business experience outside of law. This experience helps ensure he does not waste time on legal points that are not commercially important. His past and current roles include:
- Director and Executive Producer at Perpetual Entertainment West and Director at Quail Entertainment, television production companies
- Board member of the Churchlands Senior High School Foundation
- Director of eight unlisted gold exploration companies
- President of The West Australian Mining Club 2019/20; Secretary 2017-2019; Committee Member 2015-2020
- co-founder of four start-ups in space launch, biotech and mobile app sectors
- founding Trustee of the Rotary Club of Crawley Charitable Foundation
- Analyst and Management Consultant at boutique investment bank (3 years)
- Senior Associate at Perth's largest law firm (3.5 years)
Damian is a current member of the Australian Institute of Company Directors, Energy and Resources Law and the Law Society of Western Australia.
Damian is based in our West Perth office. He is a regular legal CPD seminar presenter for the Law Society of Western Australia and Legalwise, where he has presented extensively on M&A topics. He is married with three children and enjoys making TV shows, travelling and playing indoor cricket.
Some of the significant matters Damian has advised on include:
Mining, resources and mining services
- Prepared numerous M&A agreements, farm-in agreements, joint venture agreements, land access and compensation agreements for listed and non-listed exploration companies.
- Prepared numerous subcontractor, procurement and hire agreements for mining services companies supplying to major resources construction projects
- Legal adviser to ASX-listed Image Resources for over 13 years in relation to numerous aspects of its Boonanarring and Atlas Mineral Sands Projects, including:
- negotiating and preparing numerous land access, compensation, option and acquisition agreements relating to mining on private land and on Crown leases.
- general day to day legal advice including FIRB approvals, exploration and mining agreements, petroleum pipeline easements and easements over adjoining properties.
- Australian legal adviser to TSX-V listed Novo Resources Corp. including:
- establishing Australian subsidiaries and serving as a Director 2010-2023.
- negotiating and preparing numerous farm-in, joint venture, sale and purchase and royalty agreements, including due diligence and transaction agreements with Creasy Group, Millennium Minerals, Artemis Resources, Comet Well vendors, Pioneer Resources, Calidus Resources, Northwest Resources, Nimble Resources, Talga Resources, Mesa Minerals and others.
- general legal and contracting work including heritage agreements, split minerals rights agreements, refining agreements, toll treatment, leases, access agreements, DMIRS compliance work, advising in relation to tenements issues, etc.
- legal compliance and advice including company secretarial work, FIRB applications, DMIRS compliance, employment issues, complex stamp/transfer duty matters and general day to day legal advice.
- Legal adviser to ASX listed Middle Island Resources for over 10 years on numerous matters, including:
- purchase of Sandstone Gold Project. Conducted legal due diligence and negotiated Asset Sale Agreement and related documents.
- sale of Sandstone Gold Project to Aurumin Limited. Negotiated Sale Agreement and related documents.
- bidding for Samira Hill gold mine in Niger. Extensive assistance with due diligence, advice in relation to Mining Code of Niger and negotiating sale agreement and related documents.
- proposed purchase of a Moroccan copper project.
- sale of project interests in Burkina Faso, Niger, Liberia and Western Australia, including negotiating farm-in and royalty agreements.
- Legal adviser to Coil Group and JT Metallurgical Services, including toll processing, mill operation and various service contracts.
- Legal adviser to Resource Mining, including in relation to purchase of Goongarrie Gold Project, contract mining agreement and contract variation iss
- Legal adviser to Titan Plant Hire and Territory Plant Hire, including in relation to numerous infrastructure and resources projects in Western Australia and Northern Territory.
- Acted for ASX-listed Apex Minerals in successfully restructuring of $87 million debt facility, including negotiations with security trustees and banks in New York and reset of debt facility, warrant deeds, security trust deeds, etc.
- Prepared oil and gas services agreements for Plexal for gas pipeline projects in Australia, Bangladesh and Thailand.
- Advised ASX-listed Cougar Metals in relation to Brazilian lithium project.
- Acted for Lime Industries Group in relation to limestone and sand mining.
- Advised ASX-listed Magnetic Resources in relation to acquisition of gold projects.
- Advised ASX-listed Mindax in relation to acquisition of gold projects, including farm-in agreements.
- Acted for ASX-listed Emu Nickel in relation to various minerals projects.
- Advised Australian investment company to set up Limited and General Partnerships in the Cayman Islands for investment in global resources opportunities.
Mergers & Aquisitions
- See above for mining and resources related M&A work.
- Acted for owners of Western Australia's largest hospitality supplies company, Hisco, on sale of business to French owned Reward Group.
- Acted for MBL on purchase of Southcoast Food Services business.
- Acted for INX Software shareholders on sale of majority stake in INX to private equity buyer Tanarra Capital.
- Acted for Perth Medical Laboratories (Perth’s largest independent pathology business) shareholders on sale of company to Australian Clinical Laboratories (private equity owned).
- Acted for buyer of Titan Digital and Titan Brand businesses (120 staff across Australia and South Africa).
- Acted for Craig Mostyn Group in numerous acquisitions and divestments including:
- assisted with aspects of the acquisition of V&V Walsh
- acquisition of Jade Tiger, Australia’s largest abalone farm
- acquisition of Australian Seafoods (abalone and rock lobster) in Dover, Tasmania
- acquisition of Fertal rendering business
- divestment of Fataway business
- divestment of Tasmanian seafoods business
- Advised vendor of HPC Data Centres on sale of data centre to ASX-listed Amcom.
- Advised vendors of Orelogy mining software on sale of software business to Maptek.
- Advised vendors of Orelogy Consulting business to Perenti.
- Advised Conducive shareholders on sale of IT services business to ASX-listed Empired Limited.
- Advised Silicon Valley based software company on purchase of Australian software business, including IP due diligence.
- Advised Wild Geese International (oil and gas safety and induction training) to ASX-listed Site Group International.
- Advised sellers of Ecologia to ASX-listed RDG.
- Advised numerous buyers and sellers in private M&A transactions, including involving vendor finance, earn-outs and funds escrow arrangements, including acting as escrow agent.
Pipelines, Tanks and Terminals
- Acting for Coogee Chemicals for many years, including:
- acted for the Coogee Chemicals - Mitsubishi joint venture regarding construction and operation of $100m+ Port Bonython diesel fuel terminal, including FEED study, build, terminal services, terminal lease and shareholders agreements and related documents
- negotiating multi-decade pipeline leases and easements in Kwinana industrial estate.
- negotiating multi-decade chlorine and caustic supply agreements.
- negotiating land access agreements and easements for pipelines, tanks, railway sidings, elevated pipebridges, etc in in Kwinana industrial estate and Kalgoorlie.
- acted for Coogee Chemicals in relation to sale of interst in Port Bonython Fuels
- negotiating industrial leases and licences.
Construction
- Advised subcontractors supplying services and equipment to major resources projects including Inpex Icthys Darwin, Rio Tinto (various Pilbara), FMG Cloud Break, BHP Newman, and Main Roads WA projects (various in Western Australia)
- Acted for the Coogee Chemicals - Mitsubishi joint venture regarding construction Port Bonython diesel fuel terminal- see above.
- Prepared numerous construction contracts for Craig Mostyn Group, including construction contracts for:
- multiple abalone farm extensions in several locations across Australia, including at Australia's largest abalone farm
- multistage expansion of Western Australia’s largest pig abattoir, including new buildings and plant upgrades
- multistage construction of large commercial piggeries at Mogumber (six large buildings)
- multistage expansion of Western Australia’s largest meat and poultry waste rendering facility, including plant upgrades, new water treatment plant, new boilers and new rendering line
- refit of the Group’s head office in Fremantle
- Prepared construction contract documents for Fujitsu for multi site data centre upgrade program across Australia
Software and IT related
- See above for software and IT related M&A work.
- Advised large private company in relation to moving from in-house IT solution to Telstra hosted Cloud environment (production, disaster recovery, backup).
- Advised large industrial company in relation to Oracle software licensing audit and licensing compliance, including compliance with licensing terms and challenging licence fees demanded for virtual machines and multiple software instances.
- Advised IT vendor entering USA market - prepared manufacturing, distribution, branding and licensing agreements.
- Advised ASX-listed property company in relation Microsoft Dynamics enterprise agreements.
- Prepared suite of software licencing, maintenance and support agreements for spatial software developer (Australia and USA).
- Prepared numerous software license agreements, distribution agreements, reseller agreements, EUSLAs, support and maintenance and service level agreements (including SaaS and Cloud Agreements), consulting contracts, etc for numerous Australian software companies.
- Reviewed and advised numerous clients in relation to IT procurement contracts.
- Prepared numerous website and app T&C's
- Advised many software, medical and mobile app start-ups in relation to business structuring, shareholder agreements, terms and conditions, fundraising documents, commercialisation agreements, manufacturing, distribution, branding and licensing agreements.