M&A, disposals, demergers, buyouts and exits
We have a proven record of advising clients on all forms of corporate transactions including mergers, demergers, acquisitions, equity investments, takeovers, restructurings and all forms of value realisation, be it through buyouts, sell downs, trade sales or divestments.
Our experience in this area includes advising the senior management of Kiwi Steel and Flotech on their respective management buyouts, advising Triodent Holdings and its major shareholder on the sale of its international dental matrix business to Dentsply International, a US multinational listed on the NASDAQ, and advising Finzsoft Solutions, an NZX listed company, in relation to a series of takeovers.
Joint ventures, partnerships, and shareholder arrangements
We specialise in formalising commercial relationships between our clients and their partners, whether or not through the formation of a joint venture, limited liability partnership, contractual collaboration or a more traditional shareholders’ agreement.
Examples of our experience in this area include advising on the formation of a sheep dairying joint venture between SLC Ventures LP and Landcorp, and advising China’s Tencent (the owner of WeChat) on its acquisition and shareholder arrangements in relation to a strategic stake in New Zealand gaming company, Rocketwerkz.
Commercial and business advisory governance
We provide a wide range of corporate commercial and general advisory services to clients across industries such as manufacturing and distribution, property investment and development, retail, healthcare, aged care, primary industries, information technology and telecommunications.
Examples of our experience in this area include advising boards of financially challenged companies on their obligations as directors, advising on complex contractual interpretation issues, and structuring of commercial arrangements. We also provide out-sourced in–house counsel and advisory board services.
Funds structuring, management and investments
We advise on all legal and regulatory matters relating to fund establishments, drafting and negotiating of fund investments, funds-related regulatory developments and corporate transactions and asset acquisitions made by funds.
The types of funds we are involved with include seed and early stage, venture capital and private equity funds, as well as property investment and mezzanine lending funds.
As an example of our recent work, we advised on the establishment of the Global From Day One Fund II, a New Zealand-Taiwan early stage co-fund.
Early stage and high growth companies
We regularly advise both investors and investee companies in early stage and high-growth sectors on investment into those investee companies. We also advise investee companies on their commercial arrangements, including licensing and distribution arrangements, strategic partnerships, overseas expansion, ESOPS, and general commercial strategy. We regularly advise companies in the software, IT, virtual reality, materials and hard tech, commercialisation of science, agri-tech and mobile application sectors.
Restructuring, turnarounds and insolvency
We regularly advise on a wide range of corporate restructurings and distressed business and asset sales, receiverships and liquidations.
Examples of experience in this area include advising the receiver of a large plastics manufacturing business, advising management on an MBO of a distressed global engineering firm, liquidation of a national fashion retail chain, and advising on the New Zealand aspects of the administration and liquidation of Malaysian Airline System Berhad Ltd.
Technology, media and intellectual property
We act on a wide range of legal matters in the technology space, including government procurement contracts, data security and privacy issues, infrastructure and software as a service, software licensing mobile network operator agreements, and e-commerce and online terms and conditions.
Significant clients we act for include Revera, a subsidiary of Spark Digital, a big data analytics company, a media joint venture with NZME, an ISP, and various companies on their technology and intellectual property issues.
Financial Markets and regulation
We advise on regulatory compliance matters, including public securities offerings, Listing Rules and Takeovers Code compliance, as well as financial markets and financial services regulation.
Some of our recent experience in this area includes advising a newly-formed investment company on preparation and registration of its Product Disclosure Statement, dealing with the NZ Financial Markets Authority on all forms of securities offerings, and a start-up investment bank on its regulatory compliance obligations.
Foreign direct investment
We advise on all forms of investment into New Zealand by overseas based entities and individuals, including helping them to navigate, when required, applications for consent granted to the New Zealand Overseas Investment Office.
Examples of our experience in this area include China Resources Ng Fung on its acquisition of a stake in New Zealand King Salmon, BlueSky Samoa on the establishment of its NZ retail mobile business, and acting for a Hong Kong conglomerate on its acquisition of an Auckland dairy processing and packaging plant from Danone.
We act for a range of well-known clients in complex commercial litigation, and are regularly instructed on matters in the High Court, Court of Appeal and Supreme Court. Where appropriate, we partner with senior barristers with specialist knowledge to ensure our clients have the right team to best advance their case.
Our experience in this area includes acting for Kim Dotcom in claims against the Police and the GCSB, acting for a publishing company in a breach of contract claim (Trends Publishing International Ltd v Callaghan Innovation), and acting for a client in a major shareholder dispute (Greymouth Holdings Ltd v Jet Trustees Ltd and Sturgess v Dunphy).
Arbitration and mediation
We have lengthy experience assisting clients in a range of alternative dispute resolution forums, including arbitration and mediation.
We have represented clients in numerous arbitrations of commercial and insurance matters, including an arbitration of a substantial dispute involving a ‘take or pay’ electricity supply contract which was ultimately resolved by mediation.
Competition, consumer and regulatory law
We specialise in dealing with competition, consumer and regulatory law matters, from advisory work and first dealings with regulators (such as the Serious Fraud Office, Financial Markets Authority, Commerce Commission or the Ministry of Primary Industries) through to resolution of any court proceedings.
Examples of our experience include assisting a real estate company to resolve price fixing claims by the Commerce Commission, assisting a listed company to resolve an investigation by the Serious Fraud Office, and assisting various companies and directors to resolve investigations by the Financial Markets Authority.
Property and construction disputes
We have special expertise in dealing with complex property and construction disputes, including large scale multi-party litigation, construction contract disputes and residential property development disputes.
Examples of our recent experience include acting for a large group of foreign investors seeking to recover their deposits after cancelling their sale agreements through the High Court, Court of Appeal and Supreme Court (Sun v Peninsula Road Ltd (In rec & liq)) and a high profile relationship property dispute involving complex trust law issues (Clayton v Clayton).
Telecommunications, media and technology law
We have extensive experience in all aspects of telecommunications, media and technology law, ranging from public policy development through to dispute resolution and litigation.
Examples of our experience include assisting a telecommunications company in relation to the future regulation of copper products, acting on a very large intellectual property dispute over a failure to deliver new customer relationship management software, obtaining removals and retractions of defamatory newsletters sent to email subscribers and published online, and acting for clients in international domain name disputes to successfully remove domain name 'squatters' from our clients' web domains.
Insolvency and recovery
We advise on all aspects of disputes relating to insolvency, liquidation, receiverships and corporate rescue. We also advise clients on routine debt recovery and enforcement in the District and High Courts and enforcing securities.
An example of our experience in this area is acting for a company defending a challenge to a creditors’ compromise under s 232(3) of the Companies Act 1993.
Public law, policy and judicial review
We advise clients on all aspects of public law including litigation, commissions of inquiry, judicial review, and liaising with government departments and parliamentary processes regarding legislative development and advising on implementation.
Examples of our experience include advising on plain packaging of tobacco products, advising on the Royal Commission into the Pike River tragedy, and acting for Kim Dotcom in numerous judicial review proceedings.
We have experience advising on complex international law matters, including negotiating free trade agreements, sanctions and export controls, anti-dumping, phytosanitary and biosecurity issues, foreign bribery and corruption.
Examples of our experience in this area include advising on dealings with Iran and North Korea, possible claims under bilateral investment treaties, and seeking judicial review of a refusal to admit a particular cargo to New Zealand.
Commercial property, leasing and development
We have a proven record of advising clients on all forms of corporate property transactions, including acquisitions and disposal and design, build and leasing from both landlord and tenant perspectives.
Examples of our experience in this area include acting for Southside Group Holdings Limited on a commercial office building acquisition, acting for Turners & Growers Limited on a variety of leasing matters, subdivisions and property sales and advising Hewlett-Packard New Zealand on design-build-lease of a data centre and a printing and mailing facility.
Residential property development
We specialise in advising clients on all forms of residential property development, including acquisitions, financing, design and construction, sales, subdivisions and disposal.
Examples of our experience in this area include acting for Creating Communities in relation to the Northern Glen Innes Development, acting for Meadowbank Developments Limited on an apartment development in Meadowbank, and acting for developers of Scott Point, Hobsonville.
We provide clients with advice on all aspects of construction transactions, including procurement, contracting, claims, statutes and regulations, and consultant contracts. We are familiar with both local and international forms of contract.
Examples of our experience in this area include acting for Waterfront Auckland in relation to the development of the Wynyard Quarter and Queens Wharf, acting for LSG Sky Chefs (a subsidiary of Deutsche Lufthansa AG) in relation to new flight kitchen facilities at Auckland Airport, and advising SPX Flow Technology New Zealand Limited on a multimillion dollar milk processing plant.
Hotel management, leasing and development
We have a proven record of advising clients on all aspects of hotel transactions, including acquisition and disposal, financing, management agreements and management leases.
Recent examples of our experience in this area include acting for Hind Properties Limited (Sudima Hotels) on the redevelopment of its Christchurch hotel, GSTAAD NZ Limited in relation to hotel management lease and purchase of the Travelodge, Wellington, advising on a hotel management agreements with Hilton International and AccorHotels.
We have a proven record of advising clients on all aspects of property finance, including a variety of loan agreements, guarantees, and security arrangements.
Recent examples of our experience in this area include acting for Creating Communities Limited on several multi-million dollar development facilities and Compton Properties Limited on a facility for purchasing the Cospak factory, East Tamaki.
We have a proven record of advising clients on all aspects of mortgagee enforcement, including debt recovery, mortgagee sales, and mortgagee possession.
Recent examples of our experience in this area include acting for an Australasian speciality financial services company on numerous mortgagee sales.
We have advised clients on construction and land issues associated with infrastructure development.
Examples of our experience in this area include acting for Ports of Auckland Limited on strategy and structuring for the implementation of the separation of the port property businesses of the Port company from its non-port operating businesses, advising a New Zealand road authority on construction matters, and advising a national New Zealand energy company on commercial agreements and land issues in connection with its geothermal developments, electricity generation and networks.
Forestry and mining
We have a proven record of advising clients on land issues with respect to forestry and mining, including forestry licences and rights, carbon tax, mineral legislation and mining permits.
Examples of our experience in this area include advising a landowner with respect to forestry rights held by Marubeni Corporation, advising a New Zealand paper manufacturer on sale of forestry blocks to an international pension fund and a New Zealand national corporation on aggregate mining.
Your life is made up of millions of decisions weaved together creating a story of who you are and what you have become. Equally important to your story, is the legacy of what you will be remembered for and how you want your legacy to continue when the season of life changes. The batten of generational wealth creates its own set of challenges and concentrated care must be exercised to structure your affairs, whether it is the family business, the family farm, the share portfolio, the property portfolio, the operation of either the family trust or charitable trust. Our philosophy is to provide you with the tools to enable a smooth and productive batten transition. We call this legacy wealth.
Our team of specialists listen to your life story, understand your motivations and priorities and will guide you with pinpoint accuracy to formulate your legacy goals and objectives. We will work with you to create a blue print for the path ahead providing peace of mind and stability to your wealth legacy.
Powers of Attorney and Enduring Powers of Attorney
Every year in New Zealand 1000’s of people lose capacity because of some form of accident or illness whether it be a head injury, stroke, or progressive illnesses such as dementia or Alzheimer’s. Without mental capacity, your business and personal affairs become static and to safeguard you and your family we suggest putting in place an enduring power of attorney (EPOA). The EPOA only becomes operationally effective at the point of incapacitation. Decision’s surrounding your health, welfare and financial affairs can now be made by someone you trust. If you don’t have an EPOA your life can become complicated creating family conflicts in an already challenging time – therefore contact us today to advise you on the next steps.
For those families who have a loved one that has become incapacitated and do not have an EPOA, we can guide you on the next steps to become a welfare guardian or property manager via the Family Court.
Succession Planning – Business Owners, Family Farms
Business succession planning can be complex and if left too late often creates challenges for the family and siblings. We encourage seeking advice early to ensure your goals and objectives are structured appropriately to avoid expensive and fractious hurdles later.
By formulating a plan today this will ensure your business assets will pass to the right people, at the right time with the right controls in place. We will help you address the elephant in the room and ring fence your assets to avoid unwanted claims being made against your business or assets when you are gone. Our strategy is to create a clear pathway for you and this could mean selling the family business, dividing it up, or ensuring it continues to operate with your chosen people at the helm for subsequent generations.
Trust Formation, Tax Planning and Overseas Investment
Client’s personal lives are often fast paced and sophisticated operating in New Zealand while having assets and business interests located in a variety of locations both onshore in New Zealand as well as offshore. Our specialist private client team can help you establish your goals and objectives through various trust structures including discretionary, charitable and family trusts as well as providing advice on the associated tax benefits for each. We are highly skilled at ensuring our structures utilise the best tax planning considerations especially when involving cross-border transactions, and if the transaction is complex, we are professionally equipped to meet the challenge. Our lawyers advise on strategies and best options for both inbound and outbound transactions, including advising on:
* New Zealand clients requiring advice on foreign sourced income or having an ownership interest in foreign companies as well as foreign property.
* New Zealand clients requiring advice on tax planning, asset protection and establishment of trusts (family, discretionary and charitable).
* New Zealand clients with a non-New Zealand citizen spouse.
* New Zealand clients who have overseas beneficiaries.
* Non-New Zealand clients seeking to establish a tax-free, New Zealand foreign trust.
* Non-New Zealand clients purchasing assets (property, businesses, land or forestry) in New Zealand.
* Non-New Zealand estates with New Zealand connections.
We will also ensure New Zealand compliance with the various reporting requirements related to New Zealand’s government authorities such as the Companies Office and Inland Revenue Department.