Recent Work
The following is a non-exhaustive list of recent matters (couple with a handful of observations):
Corporate / M & A
• Resolution of a shareholder dispute between a working shareholder and silent partner. There was a shareholders’ agreement in place but, regrettably, it had a number of shortcomings – including the lack of a meaningful dispute resolution mechanism and any viable means of an (amicable) exit. One party had procured a business valuation from a reputable valuer – which was premised on a number of assumptions that were (at best) debateable. A means of exit was negotiated and assistance was provided on the exit documents and process.
• Inputs into negotiation of a management services structure in the building sector – including a mixture of base income and performance-related pay and protections against poaching staff, customers and IP.
• Advice and drafting inputs into a number of shareholders’ agreements in a variety of sectors – for a range of different stakeholders.
• Review of various shareholder structures in the professional services sector – including a number in branches of the medical profession. In each case, these required development of a detailed understanding of purposes of the shareholding vehicle and its relationship with associated activities being undertaken by the medical professionals. Succession-planning issues were also relevant in a number of cases where staff were being provided with the opportunity to (ultimately) take up an ownership opportunity in the shareholding vehicle.
• Advice and assistance with a project for re-capitalisation of an SME operating in the export sector where market sector expertise was also being provided by one of the new investors.
• Assistance to the legal and accounting teams acting for parties involved in sales processes – including assistance with mapping out the process steps and documents and setting up systems to deal with the due diligence and negotiations phases of the process. Advice was also provided on the sale documentation. In one case, the sales process was truncated as a result of a dispute about the ongoing involvement of a (minority) working shareholder – which (amongst other things) highlighted problems with the existing shareholders’ agreement.
• Advice to directors and management of a business dealing with a number of delicate stakeholder issues – including the management of a number of different ‘appraisal right’ scenarios as the business sought to expand and deal with the rights and interests of different stakeholders. This advice has included (to varying degrees) dealing with points arising out of the Companies Act, Takeovers Code, company constitutions, shareholders’ agreements, major transactions and fund-raising proposals.
• Assistance with a complicated shareholding and governance structure established by an overseas investor.
• Drafting a partnership agreement for businesses involved in a small infrastructure development where a range of inputs were being provide, including management services, specialist expertise, access to capital and business relationships.
Commercial
• Providing advice and assistance in relation to a number of commercial arrangements including manufacturing, sponsorship, terms of trade, agency and business process outsourcing.
Venture capital
• Assistance with drafting and process steps for a venture capital business seeking to gain ongoing funding for a new product line.
• Structuring a limited partnership for an offshoot of an existing technology business – as a vehicle for a specific project.
Governance
• Advice about governance issues and processes for a new business operating in a highly regulated environment – including advice about compliance issues and preparing a governance charter and code of conduct.
Financial services / securities
Technical, legal, advice for local and overseas businesses on a range of financial services sector matters including matters relating to compliance with:
o Companies Act
o Financial Reporting Act
o A range of securities law issues
o Dealings with regulators – including the FMA and Registrar of Companies
o Issues arising out of the financial service providers & financial adviser regime
Not-for-profits
Development of a shared services platform to be used by a number of not-for-profits in the sports sector. This included drafting of complementary shareholders’ agreement and constitution (as the shared services vehicle is a charitable company). The project also included dealings with the IRD and Charities Commission.
Drafting remits and rule changes, dealing with meeting processes and inputs into governance processes.
Advice and inputs into negotiations and drafting for commercial arrangements entered into by a number of sporting bodies (including most recently) the special purpose vehicle that operated the 2013 International Softball Federation (ISF) Men’s World Softball Championships – in which the Black Socks emerged victorious.
Other
• Submissions and comments on a range of legislative and regulatory developments, including the Financial Markets Conduct Bill, Companies and Limited Partnerships Amendment Bill, and matters raised by the Takeovers Panel.
