LAURA KEILY | Barrister | Expertise
Laura Keily is a barrister and a fearless advocate who advises on the full gamut of business disputes in Australia.
Barrister, Australia, Corporations Law, Legal Disputes
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Expertise

LAURA’S AREAS OF PRACTICE

Corporate Law

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).  Laura is also an experienced general counsel, company director and trustee.  In particular, she was seconded to ANZ’s in-house team during 2006-2007.

 

Laura has negotiated many high value and cross-border acquisitions, takeovers and schemes of arrangement.  She has advised Boards and C-Suites of listed companies on many aspects of corporations law and finance, including directors’ duties; insider trading; insolvent trading and Listing Rules compliance. In many such transactions, Laura negotiated directly with ASX and/or ASIC, for example, she was the senior associate responsible for liaising with ASIC in relation to its approval of the scheme of arrangement by which Alinta shares were purchased by Babcock & Brown (2007).

 

Since joining the Bar, Laura has continued her interest and practice in this area.  Laura has been called upon regularly to give opinions to large corporate and government clients in relation to the Corporations Act 2001 (Cth), the ASIC Act and other related legislation, including the law of banking and finance.  As a member of the Law Council of Australia’s Corporations Committee, Laura is currently participating in the Council’s submission on the Treasury’s Review of Insolvency and Bankruptcy laws commenced on 29 April 2016, including the proposed directors’ duties safe harbour legislation for insolvent trading.

 

Recent corporations law and finance cases include:

  • Laura is currently advising Adley Burstyner and Harwood Andrews (with Lachlan Armstrong QC) on the potential class action for dairy farmers against Murray Goulburn, Fonterra and others based on alleged misleading market practices by the milk producers regarding the farm gate file price (May 2016-ongoing).
  • Laura (as solo Counsel) recently successfully defended four directors in a Supreme Court claim for breach of directors’ duties brought by the Company under the Corporations Act and in equity (Flexible Drive Pty Ltd v Hocking and others) (May 2015-July 2016). Having settled that matter, she is now advising on a potential oppression claim on behalf of the four defendants.
  • In the Matter of Planet Platinum Ltd (Provisional Liquidator Appointed) (December 2015- ongoing): Laura appeared in the Federal Court to obtain an unprecedented injunction on behalf of a creditor to restrain a liquidator from selling property of a suspended ASX entity and drafting an alternative sale by scheme of arrangement (with Lachlan Armstrong QC).
  • In ASIC v Bilkurra Investments Pty Ltd and others (December 2015), Laura defended an urgent application bought by ASIC in the Federal Court to unwind a property development company on just and equitable grounds (with Kevin Lyons QC).
  • In the Matter of Midland Highway Pty Ltd (Administrators Appointed)(October 2015), Laura defended an urgent application bought by ASIC in the Federal Court to set aside a proposed deed of company arrangement (with Leslie Glick QC).

 

ASIC briefed Laura (with Ian Waller QC) (August 2015) to advise on ASIC’s response to the Parliamentary Joint Committee on Corporations and Financial Services; regarding banks’ conduct in downgrading property valuations and then calling automatic loan defaults. ASIC asked Laura to assess the current state of the law and assist ASIC with their submission to the enquiry, including assessing the banks’ conduct under the law of unconscionable conduct.

Insolvency

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).  Laura is also an experienced general counsel, company director and trustee.

 

Laura has advised boards on their directors’ duties in insolvency contexts, and also acted for insolvency practitioners and creditors.  She has acted in the sale of distressed assets and the unwinding of managed investment schemes.   Laura has also undertaken creditors’ schemes of arrangement.

 

Since joining the Bar, Laura has continued her interest and practice in this area.  Laura has been called upon regularly to give opinions to large corporate and government clients in relation to the Corporations Act 2001 (Cth), the ASIC Act and other related legislation, including insolvency.

 

As a member of the Law Council of Australia’s Corporations Committee, Laura is currently participating in the Council’s submission on the Treasury’s Review of Insolvency and Bankruptcy laws commenced on 29 April 2016, including the proposed directors’ duties safe harbour legislation for insolvent trading.

 

Laura is a member of subcommittees of Women in Insolvency and Restructuring Victoria (WIRV), where she regularly contributes to networking and mentoring opportunities for women in the insolvency industry and contributes knowledge by way of professional seminars.

 

Recent insolvency cases include:

  • Morris Finance Limited v CBA and others(2016): Appeared in the Supreme Court of Victoria (un-led) on behalf of a creditor in a contentious bankruptcy priorities dispute.
  • In the Matter of Planet Platinum Ltd (Provisional Liquidator Appointed) (December 2015- ongoing): Laura appeared in the Federal Court to obtain an unprecedented injunction on behalf of a creditor to restrain a liquidator from selling property of a suspended ASX entity and drafting an alternative sale by scheme of arrangement (with Lachlan Armstrong QC).
  • In ASIC v Bilkurra Investments Pty Ltd and others (December 2015), Laura defended an urgent application bought by ASIC in the Federal Court to unwind a property development company on just and equitable grounds (with Kevin Lyons QC).
  • In the Matter of Midland Highway Pty Ltd (Administrators Appointed)(October 2015), Laura defended an urgent application bought by ASIC in the Federal Court to set aside a proposed deed of company arrangement (with Leslie Glick QC).
Banking and Finance

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).  Laura is also an experienced general counsel, company director and trustee.

 

Laura has acted extensively for banks including a four month secondment to ANZ Group Legal in 2006-2007.  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.

 

Laura has continued her interest in banking and finance law at the Bar.

 

ASIC briefed Laura (with Ian Waller QC) (August 2015) to advise on ASIC’s response to the Parliamentary Joint Committee on Corporations and Financial Services; regarding banks’ conduct in downgrading property valuations and then calling automatic loan defaults. ASIC asked Laura to assess the current state of the law and assist ASIC with their submission to the enquiry, including assessing the banks’ conduct under the law of unconscionable conduct.

Property, Environmental, Building and Construction Law

Laura received the University prize for the top mark in Property Law and completed her Honours thesis in Environmental Law, for which she received a high distinction.  Laura’s interest in property and environmental law is complimented by her Bachelor of Science degree, in which she studied a number of environmental and water management courses.

 

She holds three first class degrees: Masters of Commercial LawBachelor 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 had extensive experience advising on property and environmental matters as a solicitor, including the negotiation and management of property transactions including commercial leases, advising water retailers and advising extensively in relation to environmental and planning legislation.

 

At the Bar, Laura has continued her interest in these areas.  She has undertaken a number of matters in the property, environment jurisdictions, building and construction jurisdictions of the Bar.  She has acted in a number of disputes relating to the sale of property, retail and residential leases, and franchises.  Recent cases include:

  • Landmark Building Services Pty Ltd v Tsekouras & Others (County Court of Victoria, 2016): Defending a claim for payment under the Building and Construction Industry Security of Payment Act 2002.
  • Zhang v Lim (County Court of Victoria, 2015-2016): Bringing a claim against a vendor and vendor’s agent in relation to breaches of the Sale of Land Act and other property law issues.
  • Celsius Fire Services Pty Ltd v CBC Facilities Maintenance Pty Ltd (County Court of Victoria, 2014-2016): Acting for the defendant in a construction case involving security for payment issues, led by Michael Dawson, including making interlocutory applications without her leader.
  • Rizkalla v MBuild (VCAT, 2015-2016): Bringing a claim in the domestic building jurisdiction of VCAT (subsequently settled) (un-led).
  • Appeal from Price v Goodrem (Building and Property) [2014] VCAT 1409: conducting a leave to appeal application in the Supreme Court of Victoria in relation to an error of law arising in a building case heard at VCAT (un-led).
Competition and Consumer Law

Laura has had a keen interest in competition and consumer law since university where she studied the specialist subjects ‘Competition Law and Practice’ and ‘Misleading Conduct and Economic Torts’, receiving a Distinction and High Distinction respectively.

 

Much of Laura’s exposure to trade practices law has been during her extensive practice as a solicitor in top tier mergers and acquisitions from 2000 to 2013.  As the lead senior associate on more than 50 major transactions, Laura has managed many competition issues, including assisting with applications for merger clearance, drafting competition conditions and warranties and understanding the economic impacts of markets and transactions.

 

Laura assisted on many transactions and contractual arrangements involving specialist knowledge of the competitive industry dynamics and relevant law including, for example, she advised Amcor on issues with respect to its key competitors.
Since joining the Bar, Laura has consciously developed her interest and practice in this area.  Laura has been called upon regularly to give opinions to large corporate and government clients in relation to the Competition and Consumer Act and the Victorian legislation including the Australian Consumer Law.  Laura has advised on the cartel provisions, exclusive dealing, unconscionable conduct, misleading and deceptive conduct, and various other provisions of the legislation.  For example:

  • As a member of the Law Council of Australia’s Competition and Consumer Committee, Laura is currently participating in the Council’s submission on the Review of the Australian Consumer Law including preparation of the “penalties” aspect of the submission.
  • Laura is currently advising Adley Burstyner and Harwood Andrews on the potential class action for dairy farmers against Murray Goulburn, Fonterra and others based on alleged misleading and deceptive conduct by the milk producers.
  • Laura worked with Norman O’Bryan SC in relation to a confidential case of unconscionable conduct and misleading conduct by a supermarket against a supplier (March 2016).
  • In ASIC v Bilkurra Investments Pty Ltd and others (December 2015), Laura defended an urgent application bought by ASIC in the Federal Court to unwind a property development company on just and equitable grounds, which was related to misleading and deceptive conduct towards property option holders (with Kevin Lyons QC).
  • In theMatter of Midland Highway Pty Ltd (Administrators Appointed) (October 2015), Laura defended an urgent application bought by ASIC in the Federal Court to set aside a proposed deed of company arrangement due to misleading and deceptive conduct (with Leslie Glick QC).
  • ASIC briefed Laura (with Ian Waller QC) to advise them on the ASIC response to the Parliamentary Joint Committee on Corporations and Financial Services (August 2015). The PJC was looking into allegations the banks had acted unfairly in downgrading the value of properties and then calling a default under the loan, because the loan-to-value ratio had increased even though the borrower had not in fact failed to make a payment under the relevant loan. ASIC asked Laura to assess the current state of the law and assist ASIC with the drafting of their submission to the enquiry, including assessing the position of the bank’s conduct under the law of unconscionable conduct and statutory unconscionable conduct. It was necessary for Laura to include commentary on how the law should operate in this particular circumstance if the matter were to come before the courts.
  • In the matter of Consumer Affairs Victoria v Accrue Property Pty Ltd, Laura successfully settled (by enforceable undertaking) a case of misleading and deceptive conduct alleged by Consumer Affairs Victoria under the Australian Consumer Law and Fair Trading Act 2012against a company and its director, including negotiating directly with the General Counsel of Consumer Affairs Victoria to achieve that outcome. The enforceable undertaking that she drafted was taken on board by Consumer Affairs as a new precedent regarding dealings with sole directors who do not want to make personal admissions of liability.
Insurance, Negligence and Class Action Litigation

As a litigator, Laura has acted regularly in cases for or against insurers.

  • Court of Appeal: Laura is currently conducting, as solo Counsel, an appeal to the Court of Appeal Victoria against the State of Victoria on behalf of an alleged victim of negligence causing psychiatric injury.
  • Life Insurance/Reinsurance: Laura (as solo Counsel) advised an insurance company on a major reinsurance dispute, which enabled the matter to resolve successfully without the need for litigation (2015).
  • D&O Insurance: Laura (as solo Counsel) advised the insurer and four defendant directors in relation to a significant Supreme Court claim for breach of directors’ duties (Flexible Drive Pty Ltd v Hocking and others) (May 2015-July 2016). She settled that matter on behalf of the insurer and the four defendant directors.
  • Public Liability Insurance: Laura advised in relation to a high profile but confidential claim against an insurer, specifically in relation to the doctrine of betterment in damages (2014).
  • Property insurance: Peter Gibson v Swan Hardware Pty Ltd: defending the insurers of Swan Hardware Pty Ltd against a multi-million dollar property damage claim, with Peter Wallis (Federal Court, 2014-current).
  • Aviation negligence: Robert Keys v Precision Aerospace Pty Ltd (County Court and Magistrates’ Courts of Victoria 2014-current): Bringing a claim on behalf of the Plaintiff in a suit for negligence in aviation maintenance.
  • Class Action: Laura is currently advising Adley Burstyner and Harwood Andrews (with Lachlan Armstrong QC) on the potential class action for dairy farmers against Murray Goulburn, Fonterra and others based on alleged misleading market practices by the milk producers regarding the farmgate file price (May 2016-ongoing).
Taxation and Regulatory

Laura studied tax in her final year of University (obtaining a High Distinction grade) and has maintained an interest in tax since that time, particularly through the numerous corporate transactions in which she has been involved. 
She is currently undertaking a Masters of Tax at the University of Melbourne.

 

Prior to joining the Bar, Laura was a corporate and M&A specialist with over 12 years experience in top tier firms, including three years at Slaughter and May in London. Throughout that time, she managed and co-ordinated tax issues as a lead senior associate in corporate transactions (including the preparation of indemnity and other documentation to address specific tax issues such as GST).

 

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

 

During her time at the Bar, Laura has advised the ATO, and separately assisted Terry Murphy QC, in relation to a number of confidential taxation matters.

 

She recently advised on 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).

Resources Law

Laura has extensive experience advising mining and resources clients, including such clients as BHP Billiton as well as junior mining and exploration companies.  She has advised mining and resources companies in relation to issues such as ASX report compliance, sales of assets to foreign governments, FIRB issues, and litigation involving machinery and rigs.

 

For example, at Corrs Chambers Westgarth, she advising the then 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.

 

Laura also has extensive understanding of electricity and gas assets as a consequence of acting for companies such as Alinta.

 

Laura holds three first class degrees: Masters of Commercial LawBachelor 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 advised as a solicitor on Federal Court proceedings (Oil Basins Ltd v Bass Strait Oil Company and anor (2012) 91 AXSR 700); Supreme Court proceedings (AED Oil Ltd v Puffin FPSO Ltd [2009] VSC 534 and related proceedings); and schemes of arrangement in Australia and London (including Re Alinta Ltd [2007] FCA 938; Re Alinta Ltd (No 2) [2007] FCA 1378; Re Alinta (No 3) [2007] FCA 1416).

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