Z. Archive_The Advisor

Laura Keily is a specialist in corporations law and finance, and intersecting areas including competition and consumer law, taxation and insurance.

 

Laura is a trusted advisor whose breadth of commercial experience, combined with her expert knowledge of corporate and commercial law, places her in a unique position to maximise outcomes for clients. She is often called upon to represent companies, directors and government in matters involving corporate law and finance issues, regulatory dealings, and interactions between companies and their competitors, suppliers and/or customers.

 

Laura’s technical expertise has been recognised in recent appointments to the Law Council of Australia’s Corporations and Competition and Consumer Committees.

 

She holds three first class degrees: Masters of Commercial Law, Bachelor of Laws (Hons), and Bachelor of Science (in Chemistry and Physics). Her scientific background places her in an excellent position to assist clients in mining, manufacturing, logistics and other technical or engineering based industries where a grasp of technical expert evidence is required.

 

Laura has over a decade of experience as a blue chip corporate advisor in Melbourne (Blake Dawson Waldron, Corrs Chambers Westgarth) and London (Slaughter and May). She has negotiated many high value and cross-border acquisitions, takeovers and schemes of arrangement. Laura is also an experienced general counsel, company director and trustee.

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Corporate advisory work at the Bar

In addition to her court practice, Laura undertakes advice work on complex issues of corporate law and structuring. For example, since joining the Bar, she has given opinions to corporate and government clients on issues arising under the Corporations Act (such as unfair preferences, un-commercial transactions and managed investment schemes). She gives such advice in both litigious and non-litigious contexts.

 

At the Bar, Laura has advised listed companies, including AIA Group Limited (AIA Australia) and NewSat Limited (prior to administration); large unlisted companies, such as Dun & Bradstreet; and government departments, including the Department of Treasury and Finance. For example, this advice includes:

 

  • Advising ASIC (August 2015) in relation to the Parliamentary Joint Committee on Corporations and Financial Services Inquiry into the Impairment of Customer Loans (led by Ian Waller QC).
  • Advising the State of Victoria (including the Department of Treasury and Finance, Minister for Housing and the Housing Registrar) on various matters of statutory interpretation and regulatory power (2015).
  • Advising a company regarding a review by AusIndustry of the activities registered by the company for the R&D Tax Incentive under Division 355 of the Income Tax Assessment Act 1997 and assisting Pricewaterhouse Coopers with a response to AusIndustry (November 2015).
  • Advising a life insurance company on a major reinsurance dispute (2015).
  • Advising the State of Victoria from a claim by liquidator for reversal of an alleged preference payment (2014).
  • Advising an insurance company on the doctrine of betterment in damages (2014).

Corporate experience overview

Laura brings to her clients the benefit of more than a decade of top-tier firm experience, as well as commercial insight gained from 4 years as a company director of SIDS and Kids, in-house experience at ANZ and as the General Counsel of Corrs Chambers Westgarth. As a corporate lawyer, Laura advised Boards and senior executives from listed, public and large private companies, government departments and charities including on corporate governance.

 

Prior to joining the Bar, Laura was an M&A specialist with over 12 years experience in top tier firms, including in the Magic Circle in London. She has advised Boards and C-suites at all levels, from listed, public and large private companies, to government, to not-for-profit and charities.

 

Laura’s corporate transactional experience includes the full gamut of public mergers and acquisitions (including takeovers and schemes of arrangement); negotiated mergers and acquisitions; international, cross-border and domestic agreements and disputes; capital raisings; equity issues and private equity.

 

In addition to her corporate transactional experience, Laura has advised extensively on commercial contracting; joint ventures and shareholder agreements; corporate governance and directors’ duties; franchising and procurement; ASX listing and disclosure; licensing, regulatory and company secretariat issues. Laura has experience as a director, including with leading strategic change and mergers in the not-for-profit sector.

 

Laura has had extensive experience negotiating with regulators on behalf of clients, including ASIC, ASX and Consumer Affairs Victoria, and other government departments in Australia and abroad.

 

Laura’s client base has included Airbus; Alinta; Amcor; ANZ; Australia Post; AV Jennings; BHP Billiton; Burberry; Cable and Wireless; DMG; GE Capital; Hilton; House of Fraser; Marks and Spencer; Southern Cross Media and Telstra. She has experience in many industry sectors, particularly including media; financial services; manufacturing; logistics; retail and wholesale goods and services; hospitality and energy and resources.

In-house experience

6 month internal secondment as General Counsel of Corrs Chambers Westgarth (2012): Laura advised the Board, CEO and CFO of Corrs Chambers Westgarth and its related entities on governance; commercial and IT contracting and procurement; partnership issues and a wide variety of other legal and commercial issues. She assisted as company secretary to the firm’s Board, and was exposed to considerable debate about the firm’s strategic direction, as well as sitting on the Board’s audit and risk management and partner admissions committees, February – July 2012.

4 month secondment to ANZ Group Legal (2007): Laura supported the Deputy General Counsel (Corporate) in various M&A matters (including the listed takeover of e*Trade and Asian joint ventures and acquisitions); corporate advisory strategic matters; commercial contracting and procurement, November 2006 – February 2007.

2 month secondment as Acting General Counsel to New Clicks (Australia) Pty Ltd (now Australian Pharmaceutical Industries) (2003): Laura advised on a broad range of commercial arrangements, including franchising advice and joint ventures, May – June 2003.

Major transactions and corporate experience

Corrs Chambers Westgarth (2008 – 2013): Laura was the lead senior associate in the majority of the key corporate deals in the M&A and ECM areas undertaken by the Melbourne Corporate Advisory Group during her tenure, including:

  • Advising private equity house Pacific Equity Partners in relation to their investments in Peters Icecream (which was acquired from Nestle during 2012) and SCA Hygiene Australia, September – November 2012.
  • Advising a start up oil and gas exploration company in relation to its investment from a large U.S. private equity house, including advising on and drafting the Shareholders’ Deed and management equity incentive scheme, September 2012 – November 2012.
  • Advising Oil Basins Limited in relation to Federal Court litigation regarding a breach of the ASX Listing Rules by another listed company, resulting in the Federal Court making an important clarification to Listing Rule 7.1, August 2012 – October 2012.
  • Advising Southern Cross Media on its takeover of Austereo to create one of Australia’s leading radio and television companies, including advising on the takeover and related bidder documentation; assisting with takeover strategy and acting as the Secretary of the due diligence committee ($740 million), November 2010 – April 2011.
  • Advising Southern Cross Media on the capital raising associated with the above transaction, an accelerated rights issue ($471 million), including advising on equity raising and regulatory issues; advising on and drafting the prospectus and acting as the Secretary of the due diligence committee, February – April 2011.
  • Advising listed mining company AED Oil Limited on major acquisitions of mining assets in Brunei and Indonesia, involving considerable cross border M&A and regulatory work (due to acquisitions of three subsidiaries of a Canadian company Nations Petroleum, one incorporated in Cyprus, being the owner of the Brunei asset, and two companies incorporated in The Netherlands, being the owner of the interests in Indonesia). The transaction required considerable legal and financial innovation. The consideration included the issue of AED shares to Nations, which could be bought back in certain circumstances, necessitating Corporations Act (Chapter 6) and ASX compliance. Laura advised on and negotiated the sale, purchase and subscription agreements; supervised legal due diligence; provided regulatory advice; liaised with the ASX and other regulators; co-ordinated foreign legal advice; conducted completion and implemented the deal in foreign jurisdictions, October 2009 – March 2011.
  • Advising AED Oil Limited on equity raising issues (including renegotiations of convertible note issues and share purchase plans) involving considerable regulatory and ASX compliance, negotiations with convertible note holders; discussions with regulators; preparation of offer documents and cleansing notices etc, March – April 2011.
  • Advising AV Jennings on the sale of its iconic contract building business to Sekisui House, including conducting complex negotiations with the Japanese purchaser; drafting the transaction documentation and conducting completion, March – June 2010.
  • Advising AED Oil Limited on the convening of an extraordinary general meeting of shareholders for the purposes of substantial acquisitions and share issues under Chapter 6 and the ASX Listing Rules, including draft the EGM notice, April – June 2010.
  • Advising AED Oil Limited on the acquisition of oil and gas assets in Gippsland and Bass Strait with Macquarie Bank, including supervising due diligence and negotiation of transaction documentation, March – November 2009.
  • Advising AED Oil Limited on various corporate and commercial matters, including in relation to their mining interests and conduct of business in multiple Australian and Asia jurisdictions; advising on potential restructures including listing in foreign jurisdictions; and advising in relation to the conduct of various litigation and arbitration matters, 2008-2011.
  • Advising on the sale of 50% of DMG Radio Australia to Lachlan Murdoch, including drafting and negotiating the transaction documentation opposite Gilbert + Tobin, October 2009 – April 2010.
  • Advising on the sale of Timbercorp by its liquidators, including advising on the pre-administration negotiations on the sale of the forestry companies; advising the administrators and advising the liquidators on the sale of the olives company; advising on the regulatory framework with respect to managed investment schemes; advising on innovative legal structures and advising on the court proceedings in relation to the liquidation, March 2009 – April 2010.
  • Advising Amcor Limited on various proposed acquisitions and general corporate matters, 2008 – 2010.

Blake Dawson (2006-2008): Upon returning to Blake Dawson from leave of absence in London, Laura advised on various takeovers and negotiated acquisitions, corporate governance matters and commercial agreements. During this time, in addition to her secondment to ANZ (see above), her key experience included:

  • Advising Alinta Limited as the lead senior associate on the disposal of its energy business to Babcock and Brown and Singapore Power by schemes of arrangement ($8 billion), including primary responsibility for the scheme booklet; assisting in advising on structuring of complex consideration structure and advising on court documents, March – November 2007.

 

Slaughter and May (2003-2006): Laura was the key client contact at associate level for several clients, including House of Fraser plc, Airbus UK, Ladbrokes plc and Cable and Wireless plc. Key matters included:

  • Co-ordinating a global vendor due diligence for BOC plc in order to identify and separate one of its businesses in preparation for sale (including project managing the investigation to locate the information and establishing the data room), (£800 million), March 2006 – July 2006.
  • Advising Hilton Group plc on its disposal of the Hilton International Hotels Division to Hilton Hotels Corporation (£3.3 billion), including advising on deal structure and separation issues; negotiating the share sale agreement; co-ordinating foreign advice regarding share disposals and other due diligence and disclosure issues and running completion, August 2005 – February 2006.
  • Advising Ladbrokes plc (formerly Hilton Group plc) on the structure of, and drafting circular to shareholders in relation to, the return of value to shareholders resulting from the above transaction and other transactions (£3.8 billion), March 2006.
  • Advising Cable and Wireless plc on the acquisition of the Energis business (including by negotiated acquisition and by creditors’ scheme of arrangement) (£630 million), including advising on deal structure (including contingent consideration); negotiating and advising on acquisition agreements; supervising due diligence; attending conferences with Counsel; advising on the scheme of arrangement and running completion, March – November 2005.
  • Advising GE Capital Corporation Limited on an intra-group reorganisation (including conversion of a subsidiary to an unlimited company, capital reduction, stamp duty relief and financial assistance issues), November 2005.
  • Advising Airbus UK on negotiations with the Department of Trade and Industry in relation to launch investment, September 2004 – September 2005.
  • Advising House of Fraser plc on the takeover by scheme of arrangement of James Beattie plc (£70 million), including advising on and drafting the implementation deed and the Class 1 circular to shareholders; advising on the Takeover Code and the Listing Rules and dealing with the Panel and the UK Listing Authority, June 2005.
  • Advising Burberry Group plc on the return of value to shareholders by way of combined on-market and off-market repurchase of shares (£250 million), including advising on structure; drafting shareholder circular; drafting the off-market repurchase agreement; advising on both the old and the new Listing Rules, November 2004 and June 2005.
  • Advising House of Fraser plc on the takeover by scheme of arrangement of a tax shelter company, including drafting the scheme of arrangement (we took responsibility as the listed company was in administration); advising on the Takeover Code and the Listing Rules; liaising with the Panel and the UK Listing Authority (including obtaining exemptions); assisting with briefing Counsel and drafting court documentation for the scheme and administration wind-up, April 2004 – May 2005.
  • Advising House of Fraser plc on the negotiated acquisition of the Jenners business (£46 million), including a lead role in the negotiations; drafting the acquisition agreement and advising on tactical issues, April 2005.
  • Co-ordinating the production of, and negotiating, a disclosure letter (during the course of one week) for the sale by Marks and Spencer plc of its financial services business as part of the defence of a proposed takeover (£786 million), July 2004.
  • Advising Charter plc on a rights issue (£45 million), including advising on the underwriting agreement and the sub-underwriting arrangements, February 2004.
  • Assisting in advising on and drafting documentation for the establishment of a new personal injury funding and insurance scheme, September 2003 – December 2004.

 

Blake Dawson Waldron (1999-2003): Laura advised on M&A, joint ventures, commercial agreements and corporate law and governance including:

  • Advising AlintaGas Limited on its proposed acquisition (by various transactions including scheme of arrangement) of Aquila Inc’s interest in regulated energy assets, including advising on scheme of arrangement; assisting with documentation and completion ($4 billion), March – July 2003.
  • Advising the State of Victoria and Melbourne Water and the four Victorian water retailers on the establishment of a grant fund and drafting the joint venture documentation, October 2002 – May 2003.
  • Advising GE Capital on several proposed transactions and corporate governance matters, 2000 – 2003.
  • Advising BHP Steel in its proposed acquisition of the Stramit business from Amatek Limited, including conducting major legal due diligence and supervising legal due diligence team; contract negotiation and drafting; strategic advice and FIRB application, October 2001 – March 2002.
  • Advising Australia Post on two proposed acquisitions (including listed and unlisted shares), including primary responsibility for drafting share sale agreement; strategic advice and contract negotiation ($150-200 million), February – March 2002.
  • Advising BHP Transport and Logistics Pty Ltd in its joint venture with Teekay Shipping Limited, including advising on and drafting the joint venture agreement and services agreement; contract negotiation and strategic advice, July – November 2001.
  • Acting for CGU Insurance in the acquisition of Fortis Insurance, including conducting corporate due diligence ($330 million), May 2001.
  • Acting for GWR Group plc in the Australian aspects of the global acquisition of DMG Radio (£146 million) and Sydney FM radio licence ($150 million), including conducting Australian legal due diligence; assisting in drafting asset sale agreement and advising on regulatory issues, March – September 2000.

CLIENT FEEDBACK

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