Our Services

Legal Services

Our legal division evolved from Whittens & McKeough, Australia’s leading provider of legal services to small and mid-cap ASX listed companies. We specialise in IPOs, backdoor listings, raising capital, M&A, technology and online business, mining and resources, litigation and employment law.

Our legal team has built a stellar reputation around delivering excellence in client service, focusing specifically on assisting small-mid cap ASX listed companies, and high net worth clients and their respective businesses.

Equity Capital Markets

Our legal division specialises in new listings, reverse takeovers and secondary capital raisings, whether equity or debt. We are experts in stock exchange listings.

Every week we help companies with raising capital via equity, debt or via the issue of hybrid securities such as convertible notes. We also co-ordinate listings on stock exchanges, whether via an initial public offer (IPO) or a backdoor listing. Additionally, we manage placements, rights issues, corporate reconstructions and mergers.

The vast majority of our clients choose to list on the ASX (Australia’s primary securities exchange) and we co-ordinate the listing process on their behalf, from start to finish. Our listing services include:

  • Advising on the restructuring of corporate groups (for an IPO)
  • Assisting in the identification of a shell (for a backdoor listing)
  • Designing and assisting in implementing necessary corporate governance systems
  • Drafting transaction documents
  • Resolving the equity and capital structure
  • Managing and undertaking due diligence
  • Obtaining shareholder approvals
  • Co-ordinating third-party advisers (such as brokers, accountants and independent experts)
  • Preparation of disclosure documents
  • Ensuring compliance with all ASIC disclosure requirements and ASX requirements for quotation of securities on the exchange

Our legal team has worked with a wide range of companies and advisers, from those undertaking their first listing through to veteran corporate advisers and brokers. We tailor our approach to provide an assistance level matched to each client’s requirements and can scale up or down as required.

We enjoy excellent relationships with ASX, NSX, APX, ASIC, brokers, investment banks, corporate advisers, private equity and small cap entrepreneurs.

Once we have worked with you to list your company, we assist our clients with ongoing regulatory compliance and we offer a full-service company secretarial support team who provide compliance expertise at a fraction of the cost of a capable in-house company secretary and/or general counsel.

With our integrated portfolio of professional services, we can also provide access to Australia’s most technologically advanced share registry, empowering further efficiency and combining all your corporate compliance, reporting and shareholder requirements under one roof.

Compliance Advisory

Our legal division are widely recognised for their expert understanding of the Australian regulatory environment and positive, well-established working relationships with key industry bodies and regulators.

Our team is highly experienced in advising both private and public companies on a wide range of corporate governance matters, including:

  • Board composition and structure
  • Director statutory and fiduciary duties
  • Management compensation and employee incentive programs
  • Governance-related disclosure
  • Related-party transactions
  • Avoidance of insider trading
  • Other regulatory matters, such as those involving ASIC, FIRB, APRA and stock exchange listing rule requirements

Our team works strategically with individual directors, full boards of directors, board committees, CEOs and other executive officers to facilitate effective and legally compliant management. We assist in all the day-to-day operations of running public companies, such as reporting requirements, managing disclosures and attending to lodgement of announcements and statutory filings.

We also assist shareholders, including both institutional and private investors, in obtaining accountability from their directors and in changing management, where necessary.

MERGERS AND ACQUISITIONS

Our legal team is highly experienced in all aspects of M&A transactions and prides itself on delivering our technical expertise in a straight forward manner. Our solicitors have navigated a range of M&A transactions ranging from private business acquisitions to international multi-billion dollar acquisitions, complex private equity structures and management buy-outs across a broad range of industry sectors as well as executing and defending takeover bids.

Our knowledge, experience and client focus has earned us the loyalty of local and international clients that know we strive to understand their individual goals and risks and appreciate how we work with them to deliver successful outcomes.

We deliver a tailored service to each of our clients to meet their specific needs. This may involve completing the entire transaction from an initial term sheet through to completion and integration while ensuring that all compliance issues are addressed along the way.

We will:

  • prepare non-disclosure documents and term sheets;
  • undertake as much or as little legal due diligence as is required;
  • identify, advise and assist in satisfying relevant compliance issues (such as FIRB, ACCC, ASX);
  • draft or review transaction documents;
  • negotiate contract terms;
  • attend to completion; and
  • assist with integration, as required.

Our experience allows us to draw on our excellent relationships with corporate regulators, financial sponsors, investments banks, investors and others to get the deal done efficiently and in a timely manner.

Funds Management

Our legal team acts for fund managers and financial product manufacturers, supporting the formation and promotion of their financial products and services.

We are experienced in providing advice on the structuring, establishment and promotion of both listed and unlisted funds. Our lawyers have acted on numerous capital raisings for managed investments schemes (registered and unregistered). We can assist in the formation of new funds, establishing due diligence systems to ensure the availability of defences for issuers, the preparation of disclosure documents and other marketing materials, and liaison with regulators, such as ASIC.

We are also able to advise on the regulation of financial services generally, such as Australian financial services licensing and the marketing and distribution of financial products and services to wholesale and retail clients.

Technology, Software and Online

Our legal division acts for many businesses in the technology, software, telecommunications, media and e-commerce spaces.

We have experience providing the legal services required by technology companies, including dealing with copyright and trademarks, licensing, formation of online contracts, website terms and conditions, privacy and data protection, domain name registration and disputes, software as a service agreements, master services agreements and development and implementation contracts.

Our clients in this sector range from large public companies with market caps over $200 million and highly successful private companies through to start-ups. Many are engaged in international trade, and we have an extensive network of contacts with local law firms across multiple regions with whom we can work seamlessly when required.

Mining and Resources Law

Our team has a wealth of domestic and international expertise in mining, energy and resources. Due to the numerous resources activities of our clients, the firm has acquired extensive expertise in both domestic and offshore transactions. Our team leaders have also been personally involved in publicly listed resources companies as investors and at board level, meaning they bring a deep level of commercial understanding to these transactions.

Our lawyers have a comprehensive understanding of the specific legal requirements of this sector, including the operating environment, commercial profit drivers and the social and political issues that face mining and resources companies.

Our legal team have clients based in Australia, Asia and Canada with resource interests in various global locations, including Australia, Papua New Guinea, Mongolia, Indonesia, Canada and Africa. Our extensive experience, practical industry knowledge and specialist legal skills in mining and resources law mean that we provide our clients with effective and relevant legal advice in all matters.

We handle the full range of issues that arise in resource exploration, development and production, providing legal services to assist with:

  • Capital raising and project financing
  • Conducting due diligence of tenements, approvals and agreements
  • Regulatory requirements
  • Contract negotiation and documentation including memoranda of understanding, joint venture agreements, strategic alliance agreements, farm-in agreements, sale and purchase agreements, option agreements, royalty agreements, access agreements and commodity agreements
  • Operational contracts including mining and construction contracts and other service, equipment and consumable supply, transport and handling contracts
  • Finance agreements with security over mining assets
  • Marketing, distribution, sales representation and off-take contracts
  • Infrastructure projects, access and construction agreements
  • Foreign Investment Review Board requirements
  • Liaising with relevant government departments in all necessary jurisdictions

Litigation

Our legal team is experienced, strategic and has a high success rate. We have a thorough understanding of how best to use commercial leverage and apply the law to meet your objectives. Our aim is always to give focused and practical advice that is cost effective, and to keep you in full control of the dispute.

While we prefer the speed, certainty and cost savings of negotiated outcomes, we recognise that sometimes litigation is the right tool for the job. When litigation is unavoidable, we uncompromisingly enforce or protect your interests with a view to minimising your financial exposure, and risk to your brand.

Our team has experience in handling some of Australia’s largest and most complex litigation, and regularly handles disputes in all major courts and tribunals. Contentious and challenging corporate and commercial disputes are our core business.

Our expertise includes litigation involving:

  • Corporate law and the Corporations Act
  • Regulatory investigations (including by ASIC, ACCC, ATO, EPA, WorkCover and for parties involved in commissions of inquiry, including ICAC and Royal Commissions)
  • Shareholder disputes
  • Shareholder class actions
  • Commercial & Contract
  • Land, Environment & Planning
  • Employment & Workplace Relations
  • Administrative Law & Tax
  • Trusts
  • Intellectual property
  • Property

Our clients include some of Australia’s highest profile companies and business people. We are also engaged by litigation funders to advise them on prospects in cases they are considering funding.

Property Law

Our team provides a complete solution for all property-related transactions, including legal requirements and planning advice.

Our clients include a range of property entities including developers, real estate investment trusts, property managers, substantial property holders and companies with significant leasing interests.

Property Acquisition Development and Sale

Our team has experience across the full range of industry segments including office, commercial, industrial, educational, retail, pubs, residential and mixed-use developments and are skilled in advising on every aspect of the development, acquisition and sale stages.

In addition to advising on every aspect of the development, acquisition and sale stages and producing the accompanying transaction documentation, we can assist with due diligence, title subdivision, strata and community schemes and investment structures. We also handle listed and unlisted property trusts and joint venture arrangements.

Our knowledge and experience deliver commercially astute solutions tailored specifically to the respective interests of our clients.

Leasing

We act for lessees and lessors across a wide range of property types and different industry sectors, including those with special licensing conditions, such as child care centres, pubs, medical centres and pharmacies.

We can assist with commercial, industrial and shopping centre leases, as well as with licences for shared areas and car parks.

In addition to preparing and advising on leasing documents, our team can help with advice on tenant relations, relevant legislative regimes and preparation of collateral contracts, such as management agreements.

Employment

Our legal division offers a comprehensive range of employment law services, including preparation of employment, executive and contractor agreements. We also prepare employee option share plans and other incentive packages.

We assist clients in exiting employees with minimum legal risk, whether it be by termination, on notice or by preparing a program of performance management.

We have extensive experience in contested litigation involving employment issues and we will act quickly and decisively including, if necessary, obtaining injunctions to protect your confidential information or to enforce restraints of trade.

In addition to conducting high value and urgent disputes in the Supreme Court, we regularly appear in the Fair Work Commission and provide advice and representation in matters involving unfair dismissal, bullying and harassment and investigations for breaches of the Fair Work Act. We also act against trade unions.

We are experts at crisis management and brand protection and have been involved in some of the most high-profile employment litigation cases in Australia. We act to protect clients’ interests across industry sectors, including software, engineering and construction, patent attorneys, television executives, accounting firms, schools, child care centres and some of Australia’s most senior public servants.

 

Our legal division specialises in new listings, reverse takeovers and secondary capital raisings, whether equity or debt. We are experts in stock exchange listings.

Every week we help companies with raising capital via equity, debt or via the issue of hybrid securities such as convertible notes. We also co-ordinate listings on stock exchanges, whether via an initial public offer (IPO) or a backdoor listing. Additionally, we manage placements, rights issues, corporate reconstructions and mergers.

The vast majority of our clients choose to list on the ASX (Australia’s primary securities exchange) and we co-ordinate the listing process on their behalf, from start to finish. Our listing services include:

  • Advising on the restructuring of corporate groups (for an IPO)
  • Assisting in the identification of a shell (for a backdoor listing)
  • Designing and assisting in implementing necessary corporate governance systems
  • Drafting transaction documents
  • Resolving the equity and capital structure
  • Managing and undertaking due diligence
  • Obtaining shareholder approvals
  • Co-ordinating third-party advisers (such as brokers, accountants and independent experts)
  • Preparation of disclosure documents
  • Ensuring compliance with all ASIC disclosure requirements and ASX requirements for quotation of securities on the exchange

Our legal team has worked with a wide range of companies and advisers, from those undertaking their first listing through to veteran corporate advisers and brokers. We tailor our approach to provide an assistance level matched to each client’s requirements and can scale up or down as required.

We enjoy excellent relationships with ASX, NSX, APX, ASIC, brokers, investment banks, corporate advisers, private equity and small cap entrepreneurs.

Once we have worked with you to list your company, we assist our clients with ongoing regulatory compliance and we offer a full-service company secretarial support team who provide compliance expertise at a fraction of the cost of a capable in-house company secretary and/or general counsel.

With our integrated portfolio of professional services, we can also provide access to Australia’s most technologically advanced share registry, empowering further efficiency and combining all your corporate compliance, reporting and shareholder requirements under one roof.

 

Our legal division are widely recognised for their expert understanding of the Australian regulatory environment and positive, well-established working relationships with key industry bodies and regulators.

Our team is highly experienced in advising both private and public companies on a wide range of corporate governance matters, including:

  • Board composition and structure
  • Director statutory and fiduciary duties
  • Management compensation and employee incentive programs
  • Governance-related disclosure
  • Related-party transactions
  • Avoidance of insider trading
  • Other regulatory matters, such as those involving ASIC, FIRB, APRA and stock exchange listing rule requirements

Our team works strategically with individual directors, full boards of directors, board committees, CEOs and other executive officers to facilitate effective and legally compliant management. We assist in all the day-to-day operations of running public companies, such as reporting requirements, managing disclosures and attending to lodgement of announcements and statutory filings.

We also assist shareholders, including both institutional and private investors, in obtaining accountability from their directors and in changing management, where necessary.

 

Our legal team is highly experienced in all aspects of M&A transactions and prides itself on delivering our technical expertise in a straight forward manner. Our solicitors have navigated a range of M&A transactions ranging from private business acquisitions to international multi-billion dollar acquisitions, complex private equity structures and management buy-outs across a broad range of industry sectors as well as executing and defending takeover bids.

Our knowledge, experience and client focus has earned us the loyalty of local and international clients that know we strive to understand their individual goals and risks and appreciate how we work with them to deliver successful outcomes.

We deliver a tailored service to each of our clients to meet their specific needs. This may involve completing the entire transaction from an initial term sheet through to completion and integration while ensuring that all compliance issues are addressed along the way.

We will:

  • prepare non-disclosure documents and term sheets;
  • undertake as much or as little legal due diligence as is required;
  • identify, advise and assist in satisfying relevant compliance issues (such as FIRB, ACCC, ASX);
  • draft or review transaction documents;
  • negotiate contract terms;
  • attend to completion; and
  • assist with integration, as required.

Our experience allows us to draw on our excellent relationships with corporate regulators, financial sponsors, investments banks, investors and others to get the deal done efficiently and in a timely manner.

 

Our legal team acts for fund managers and financial product manufacturers, supporting the formation and promotion of their financial products and services.

We are experienced in providing advice on the structuring, establishment and promotion of both listed and unlisted funds. Our lawyers have acted on numerous capital raisings for managed investments schemes (registered and unregistered). We can assist in the formation of new funds, establishing due diligence systems to ensure the availability of defences for issuers, the preparation of disclosure documents and other marketing materials, and liaison with regulators, such as ASIC.

We are also able to advise on the regulation of financial services generally, such as Australian financial services licensing and the marketing and distribution of financial products and services to wholesale and retail clients.

 

Our legal division acts for many businesses in the technology, software, telecommunications, media and e-commerce spaces.

We have experience providing the legal services required by technology companies, including dealing with copyright and trademarks, licensing, formation of online contracts, website terms and conditions, privacy and data protection, domain name registration and disputes, software as a service agreements, master services agreements and development and implementation contracts.

Our clients in this sector range from large public companies with market caps over $200 million and highly successful private companies through to start-ups. Many are engaged in international trade, and we have an extensive network of contacts with local law firms across multiple regions with whom we can work seamlessly when required.

 

Our team has a wealth of domestic and international expertise in mining, energy and resources. Due to the numerous resources activities of our clients, the firm has acquired extensive expertise in both domestic and offshore transactions. Our team leaders have also been personally involved in publicly listed resources companies as investors and at board level, meaning they bring a deep level of commercial understanding to these transactions.

Our lawyers have a comprehensive understanding of the specific legal requirements of this sector, including the operating environment, commercial profit drivers and the social and political issues that face mining and resources companies.

Our legal team have clients based in Australia, Asia and Canada with resource interests in various global locations, including Australia, Papua New Guinea, Mongolia, Indonesia, Canada and Africa. Our extensive experience, practical industry knowledge and specialist legal skills in mining and resources law mean that we provide our clients with effective and relevant legal advice in all matters.

We handle the full range of issues that arise in resource exploration, development and production, providing legal services to assist with:

  • Capital raising and project financing
  • Conducting due diligence of tenements, approvals and agreements
  • Regulatory requirements
  • Contract negotiation and documentation including memoranda of understanding, joint venture agreements, strategic alliance agreements, farm-in agreements, sale and purchase agreements, option agreements, royalty agreements, access agreements and commodity agreements
  • Operational contracts including mining and construction contracts and other service, equipment and consumable supply, transport and handling contracts
  • Finance agreements with security over mining assets
  • Marketing, distribution, sales representation and off-take contracts
  • Infrastructure projects, access and construction agreements
  • Foreign Investment Review Board requirements
  • Liaising with relevant government departments in all necessary jurisdictions
 

Our legal team is experienced, strategic and has a high success rate. We have a thorough understanding of how best to use commercial leverage and apply the law to meet your objectives. Our aim is always to give focused and practical advice that is cost effective, and to keep you in full control of the dispute.

While we prefer the speed, certainty and cost savings of negotiated outcomes, we recognise that sometimes litigation is the right tool for the job. When litigation is unavoidable, we uncompromisingly enforce or protect your interests with a view to minimising your financial exposure, and risk to your brand.

Our team has experience in handling some of Australia’s largest and most complex litigation, and regularly handles disputes in all major courts and tribunals. Contentious and challenging corporate and commercial disputes are our core business.

Our expertise includes litigation involving:

  • Corporate law and the Corporations Act
  • Regulatory investigations (including by ASIC, ACCC, ATO, EPA, WorkCover and for parties involved in commissions of inquiry, including ICAC and Royal Commissions)
  • Shareholder disputes
  • Shareholder class actions
  • Commercial & Contract
  • Land, Environment & Planning
  • Employment & Workplace Relations
  • Administrative Law & Tax
  • Trusts
  • Intellectual property
  • Property

Our clients include some of Australia’s highest profile companies and business people. We are also engaged by litigation funders to advise them on prospects in cases they are considering funding.

 

Our team provides a complete solution for all property-related transactions, including legal requirements and planning advice.

Our clients include a range of property entities including developers, real estate investment trusts, property managers, substantial property holders and companies with significant leasing interests.

Property Acquisition Development and Sale

Our team has experience across the full range of industry segments including office, commercial, industrial, educational, retail, pubs, residential and mixed-use developments and are skilled in advising on every aspect of the development, acquisition and sale stages.

In addition to advising on every aspect of the development, acquisition and sale stages and producing the accompanying transaction documentation, we can assist with due diligence, title subdivision, strata and community schemes and investment structures. We also handle listed and unlisted property trusts and joint venture arrangements.

Our knowledge and experience deliver commercially astute solutions tailored specifically to the respective interests of our clients.

Leasing

We act for lessees and lessors across a wide range of property types and different industry sectors, including those with special licensing conditions, such as child care centres, pubs, medical centres and pharmacies.

We can assist with commercial, industrial and shopping centre leases, as well as with licences for shared areas and car parks.

In addition to preparing and advising on leasing documents, our team can help with advice on tenant relations, relevant legislative regimes and preparation of collateral contracts, such as management agreements.

 

Our legal division offers a comprehensive range of employment law services, including preparation of employment, executive and contractor agreements. We also prepare employee option share plans and other incentive packages.

We assist clients in exiting employees with minimum legal risk, whether it be by termination, on notice or by preparing a program of performance management.

We have extensive experience in contested litigation involving employment issues and we will act quickly and decisively including, if necessary, obtaining injunctions to protect your confidential information or to enforce restraints of trade.

In addition to conducting high value and urgent disputes in the Supreme Court, we regularly appear in the Fair Work Commission and provide advice and representation in matters involving unfair dismissal, bullying and harassment and investigations for breaches of the Fair Work Act. We also act against trade unions.

We are experts at crisis management and brand protection and have been involved in some of the most high-profile employment litigation cases in Australia. We act to protect clients’ interests across industry sectors, including software, engineering and construction, patent attorneys, television executives, accounting firms, schools, child care centres and some of Australia’s most senior public servants.

Our Legal Principals

Andrew Whitten

Andrew Whitten

Solicitor Director

Andrew is a corporate lawyer with a particular focus on small cap ASX listed companies. Over the past decade Andrew has been involved in dozens of backdoor listings and IPOs on the ASX across a wide range of industry sectors, with an emphasis on technology, health & medical and mining companies. He is widely regarded as Sydney’s leading specialist in delivery of legal services to small cap ASX listed companies and has steered dozens of them through listing, raising capital, mergers & acquisitions and disposals of business. Andrew has an excellent relationship with ASIC and ASX officers, as well as with Sydney’s leading bankers and brokers.

Alistair McKeough

Alistair McKeough

Solicitor Director

Alistair specialises in complex commercial matters that require careful strategic planning. An experienced commercial litigator with an outstanding record of success in contested litigation, Alistair also applies his exceptional black letter knowledge and analytical skills in transactional work. Alistair is known for his ability to cut through to the real issues and for giving clear and concise advice. He is trusted by some of Australia’s most preeminent business people to handle their personal legal affairs. Alistair is regularly engaged in matters involving serious risk to personal and corporate reputations and he has extensive experience in media sensitive matters. Prior to founding Whittens & McKeough in 2010, Alistair worked at Freehills and was an Associate to a Judge of the Federal Court of Australia. Alistair’s academic work has been quoted by the Court of Appeal of New South Wales and in leading Australian text books. Alistair has extensive experience advising ASX listed companies and their directors and is a member of the University of New South Wales Law Advisory Council.

Tania Zordan

Tania Zordan

Special Counsel

Tania has over 20 years’ experience as a corporate and commercial lawyer, providing effective and efficient assistance to Australian and foreign clients. During this time, Tania has worked with a broad range of industry sectors. She has been instrumental in the growth of some of Australia’s most successful technology companies. Tania has developed a depth of experience that has earned her the role of trusted adviser to her long term clients. Prior to joining Whittens & McKeough, Tania spent many years as a partner in other mid-tier Sydney law firms and operated her own successful boutique corporate and commercial legal practice.

David Sim

David Sim

Special Counsel

David is a highly experienced adviser in international and domestic corporate transactions who has practised law in Sydney for more than 14 years. David previously worked in the Corporate and Mergers & Acquisitions teams of two national firms and a United States based international firm. He has advised clients in a range of industries and sectors in relation to the acquisition/sale of companies and businesses (including regulated transactions). In addition to David’s transaction work he regularly advises clients on general corporate matters including corporate restructuring, fund raising (equity and debt), corporate governance, Corporations Act and ASX Listing Rule compliance, employee incentive schemes, joint ventures, business structures and company formations.

Andrew Crockett

Andrew Crockett

Special Counsel

Andrew specialises in running medium to large-sized litigation matters in the State Supreme and Federal Courts (typically in relation to commercial or employment disputes), and development appeals in the Land and Environment Court. He also has experience drafting employment and executive services agreements and in handling transfer of employment in mergers and acquisitions. Prior to joining Whittens in January 2012, Andrew was a senior practitioner in a dispute resolution and litigation team at Morgan Lewis, working with Alistair McKeough. Before that he was Manager of Award Interpretation at Qantas. Since 2015, Andrew has been a Mentor to newly admitted lawyers through the Law Society of NSW’s Young Lawyers Mentoring Program.

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