Corporate and Commercial Law
Whittens Corporate and Commercial practice group advises a diverse range of clients on all corporate, securities and commercial matters. We offer an unparalleled level of expertise, execution and judgement that is a product of many years of experience in the Australian corporate environment. Our commitment to the business of our clients and our understanding of their industries enables the firm to deliver timely, strategic and technical legal advice and achieve the best possible commercial outcomes.
Whittens now acts for more than 13 listed public companies. The continued success of the firm is a product of our understanding that every transaction is unique, requiring a customised approach. Our corporate advisory and legal experts work closely with our clients to negotiate, structure and implement a range of corporate transactions including capital raisings, mergers and acquisitions and takeovers.
Our expertise includes:
It is all part of providing "Solutions for a Commercial World".
Corporate Governance
Whittens Corporate practice group is highly experienced in advising a diverse range of companies (private and public, big and small) on a variety 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 and other regulatory matters such as APRA, ASIC, ASX and NSX requirements.
Our team works strategically with individual directors, full boards of directors, board committees, CEO's and other executive officers, institutional and private investors to facilitate efficient and effective management. We assist in the day to day operations of running public companies such as reporting requirements, managing disclosures and filings. Our lawyers are recognised for their exceptional understanding of the Australian regulatory environment and positive working relationships with key regulators and industry bodies. Additionally, with our lawyers possessing accreditations in corporate and business management, Whittens can provide its clients with invaluable analysis and advice and the tools required to manage the daily and strategic issues that arise in the operations of a company.
Capital Market and Private Equity Transactions
Whittens Corporate practice group has acted for a diverse range of corporate clients on the sale and issue of equity through IPO's, private placements, rights issues and hybrid offerings. Our commitment to the commercial objectives of our clients has resulted in a reputation for getting the deal done. The extensive experience that our lawyers possess enables Whittens to deal at short notice with the dynamic market variables that may encompass capital market transactions.
Our lawyers work closely with their clients to agree on the optimal strategy to ensure the best outcome for their business. Our comprehensive legal advice and personal approach will help ensure an optimised offering to which the market will be receptive. Further, we are focused on achieving the objectives of our clients in the best possible timeframe because we appreciate the importance of timing in ensuring the successful tapping of the market.
ASX and NSX Listing Services
Whittens Corporate practice group has a level of experience of listing companies on the Australian Securities Exchange (ASX) and the National Stock Exchange (NSX) that is rarely found outside of the big firms. Whittens stands as a complete listing solution, assisting companies in a range of listing issues such as helping structure the company in order to make listing possible and advising clients on how to run their companies and complete regulatory compliance with the requirements set out in the Corporations Act 2001 (Cth) and the ASX and NSX Listing and Business Rules.
Over the past 10 years Whittens has conducted a number of corporate and capital raising transactions on the ASX including: a partially underwritten rights issue, a corporate reconstruction including a reverse merger, a fully underwritten non-renounceable rights issue to raise $9.7 million and a full ASX initial public offering. In these transactions Whittens coordinated and organised the due diligence, conducted the necessary independent reports required, drafted the prospectus and managed the entire process.
Additionally, Whittens is a Nominated Adviser (NOMAD) to the NSX, being accredited and licensed by the NSX to provide legal and listing services to companies preparing to list on the NSX. At present Whittens is the NOMAD to several companies in connection with the NSX. Whittens is responsible for providing corporate and commercial advice to the Board of Directors of these companies in relation to any or all matters of the corporate and commercial compliance of the company in such areas as: continuous disclosure, compliance with the Corporations Act 2001 (Cth) and compliance with the Listing Rules of the NSX.
Raymond Whitten is a former Chairman of the NSX and was responsible for the initial public offering of the NSX on the ASX.
About the National Stock Exchange of Australia Limited (NSX):
The NSX is the second largest stock exchange in Australia with the companies listed on the NSX having a market capitalization of over $1 billion. The NSX has modelled itself on the successful AIM submarket of the London Stock Exchange, available for small to medium and innovative enterprises looking to raise capital and transact on a market that is nurturing, efficient and smaller than the ASX. There are currently over 100 companies listed on the NSX.
Mergers and Acquisitions
Whittens Corporate practice group has extensive experience in all types of mergers, takeovers and acquisitions- private and public, friendly and hostile. Our lawyers have undertaken a vast range of corporate transactions from friendly mergers via a scheme of arrangement to hostile takeover bids. Our lawyers involve themselves in all aspects of the transaction, conducting vendor or purchaser due diligence, negotiating sale and purchase documentation and advising on all legal, strategic and associated risk issues.
We take great pride on our ability to get the deal done. Our transaction history demonstrates the technical excellence and industry knowledge of our lawyers as well as our sound project management skills, commercial judgement and excellent relationships with the regulatory bodies. Further, we pride ourselves on our superior level of dependability, as we appreciate the pressures that are often associated with such transactions for our clients.
Our expertise includes:- Company takeovers- friendly and hostile
- Takeover defences
- Mergers and reconstructions
- Acquisitions and disposals
- Due diligence
- Capital raisings
- Transaction documentation, negotiation and drafting
- Venture capital and seed capital
- Shareholder and management buyouts
Joint Ventures
Whittens Corporate practice group is highly skilled and experienced in joint venture transactions. Our lawyers are focused on creating a structure for the joint venture that is tailored specifically to the diverse requirements of all participants with an intense spotlight on issues such as tax, regulatory requirements, financing, liability and termination and exit options.