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CORPORATE

We provide experienced advice on the structuring and implementation of complex corporate deals, specialising in mergers and acquisitions (M&A), equity capital markets (ECM) and governance.

Mangioni Biggs + Co provides legal advice and transactional services in connection with a broad range of public and private corporate and securities matters. Our corporate lawyers have represented parties involved in some of Australia’s largest corporate transactions.

Our areas of expertise include:

Mergers + Acquisitions

Our clients work with us on a broad range of M&A transactions, including public company takeover bids, private-treaty acquisitions and disposals, public company privatisations and complex Court approved mergers by scheme of arrangement.

For example, our corporate lawyers acted in the following major M&A transactions:

  • Advising a shareholder activist on a bold attempt to unwind the $4.6B ASX-listed Soul Pattinson/Brickworks Group
  • Advising ASX-listed Sirtex Medical in a $1.9B sale to CDH Genetech and China Grand Pharma by scheme of arrangement, as a competing proposal to an earlier agreed $1.7B sale to Varian Medical Systems also by scheme of arrangement

Our experience is broad, covering a range of industries including media and broadcasting, life sciences, technology, intellectual property, agribusiness, transport and logistics and professional services.

Our expertise includes:

  • Public company takeovers (including by takeover bid and by scheme of arrangement)
  • Public company privatisations
  • Binding and non-binding term sheets and heads of agreement
  • Standstill agreements
  • Takeovers Panel applications
  • Private-treaty acquisitions and disposals
  • Buy and sell side legal due diligence
  • Data room management
Equity Capital Markets

We represent arrangers, issuers, underwriters and investors in initial public offerings (IPOs), secondary offerings,, rights issues, hybrid security issues and placements. Among the broad scope of the ECM services that we offer, we are able to assist with:

  • Deal structuring
  • Preparation of prospectuses and product disclosure statements
  • Preparation of information memoranda for large and small scale private offerings
  • All required deal documentation
  • Issuer legal due diligence (including formal Due Diligence Committee processes)
  • Implementation (including to obtain all required regulatory, ASX and shareholder approvals)

We are experienced in working with all relevant regulators (including FIRB, ASIC and the ASX), so as to facilitate successful deal implementation.

Corporate Governance

Our corporate lawyers advise boards, individual directors and senior executives on a diverse range of corporate governance issues. We regularly advise our clients on Corporations Act and ASX Listing Rule compliance and procedures. Our experience includes advising on:

  • Director and shareholder meetings (including ASX-listed public company meetings)
  • Directors’ statutory and fiduciary duties
  • Disclosure issues (including under the Corporations Act and the ASX Listing Rules)
  • Share trading (including insider trading and market manipulation)
  • Executive remuneration
  • Executive termination and termination payment limits
  • Executive appointments
  • Neutralisation of problem directors or shareholders
  • Director and shareholder access to company books and records
  • Removal of directors
  • Related party transactions

CORPORATE PRACTITIONERS

OTHER AREAS OF EXPERTISE