Corporate: 2023 Year in Review

As we come to the end of another busy year, our national Corporate team reflects on significant achievements, developments and industry trends and looks forward to what 2024 may have in store.

“The rationale for consolidation and aggregation of businesses through M&A activity continues but with higher cost of capital is now driven by the need for efficiencies of scale and costs management.  Changes to the business environment will create more opportunities for companies prepared to make selective acquisitions.  A key factor in maximising the returns from these opportunities will be effective assessment and management of risk, including through being aware of, and complying with, an increasingly complex regulatory regime and pricing structures to better protect downside risk.”

James Dickson – Practice Team leader

“Australia’s economy remains on a tightrope. With yet another increase of 25bps to the RBA’s cash rate in November, the first 6 months of 2024 may be the most challenging in the past decade. In this environment strong businesses with solid cashflow will be ideally placed to take advantage of strategic acquisition opportunities.  However, as the cost of capital rises, the margin for error diminishes so careful assessments of risk and synergies will be critical.”

James Macdonald – Practice Team Leader

Industry insights 

Piper Alderman was very active in 2023 advising our clients as they undertook mergers and acquisitions and other corporate transactions across a broad range of industries.  This activity continued in the face of markets reacting to rising interest rates and a global downturn which have been contributing factors to a more cautious approach to M&A activity globally in the first half of 2023.

We partnered with new and longstanding clients in 2023 advising on a number of substantial buy-side and sell-side transactions.

We expect the market for mergers and acquisitions and capital raising transactions to gain momentum in the second half of 2024 as deal makers identify opportunities to scale up businesses in an environment where cash is increasingly expensive and as those looking to divest take up opportunities to do so.  This will increase the volume of transactions that utilise the public and private equities markets.

Businesses at all stages of their life cycles have been active in 2023 and we expect that this activity will increase in 2024 as:

• growing early-stage businesses continue to expand in the market and seek investment to do so;
• mid-stage businesses restructure and prepare to scale up through buy-side transactions;
• more mature businesses undertake succession planning through restructures and exits; and
• businesses seek to raise capital through the opening equity markets.

Our experienced corporate lawyers have worked with our clients in 2023 to achieve these commercial objectives and Piper Alderman will continue to be a trusted partner in helping them achieve their outcomes throughout 2024.

Significant matters

Throughout the year, we continued to act for our clients, across various industries in a number of transactions and developments, including:

Simulation Software Holding Company Pty Ltd
Advised in the negotiation of the $1.9 billion sale of Simulation Software Holding Company Pty Ltd, which owns and operates the Energy Exemplar business to private equity funds Blackstone and Vista Equity Partners.

Carlisle Health Pty Ltd
Advised Carlisle Health on all aspects of several acquisitions undertaken in 2023 as part of its continuing radiology practice roll-up operations, including M&A and capital raising aspects of Carlisle Health’s acquisitions of Exact Radiology, Clearview Medical Imaging and Dr Glenn & Partners Medical Imaging.

Lanyon Asset Management Pty Ltd
Advised Lanyon Asset Management on its acquisition of Lakehouse Capital Pty Ltd from US based The Motley Fool group, Lakehouse Capital operates a funds management business with approximately $550 million in funds under management.

Australian Wealth Advisers Group Limited
Advised financial planning and funds management acquisition and roll up business known as The Australian Wealth Advisers Group or AWAG.  The team worked closely with AWAG in preparing the company’s prospectus, conducting due diligence of AWAG and its subsidiaries, including verification of the prospectus, and preparing the application for admission to the official list of ASX.

People’s Choice Credit Union
Advised People’s Choice Credit Union on the merger with Heritage Bank, with the new organisation People First Bank becoming the biggest mutual bank in Australia.

Driscoll’s Inc
Advising Driscoll’s Inc., along with international firm Bryan Cave Leighton Paisner LLP, in relation to the recently announced $2.5 billion EV consortium acquisition of Costa Group Holdings Limited by way of scheme of arrangement.

Corporate Carbon Group Pty Ltd
Advised Corporate Carbon Group Pty Ltd and its subsidiaries, on a range of acquisitions, leases and joint ventures as part of managing its $130m portfolio of sustainable agriculture cattle stations on which a variety of carbon projects are conducted.

PSM Group Holdings Pty Ltd (as trustee)
Acted for Stephen Chiodo and his family in relation to the sale of their interest in the Peter Stevens Motorcycles and Harley Heaven retail businesses and associated property portfolio to Ms Jessica Chiodo-Reidy.

ASX Capital Raisings
Advised a variety of our ASX listed clients on capital raisings during 2023 via placements and rights issues, including via the use of shortform disclosure documents.

Teach Starter
Advised Teach Starter on the sale of an online educational resources business that offers a subscription service to access teaching materials for educators.

Coppermoly Limited
Advised ASX-Listed Coppermoly Limited on the successful disposal of its PNG Assets, by way of selective share buyback from its majority shareholders.

PharmaLex Pty Ltd, together with AmerisourceBergen
Acted for PharmaLex, on its merger with Cpharm Pty Ltd, a specialist consultancy providing pharmacovigilance, medical information and patient program services in Australia and New Zealand.

O’Driscoll Coaches
Advised Peter and Erica O’Driscoll on the sale of O’Driscoll Coaches Derwent Valley Link to Kinetic.

Rocky Point Garden
Advised Rocky Point in relation to the sell down of its 60% interest in its garden business to the Hyne Group.

Recognition

This year, we have achieved outstanding recognition – both for the team and our individuals – across our national corporate practice team. We are grateful for our clients and colleagues and are looking forward to another successful year in 2023.

The Legal 500 Asia Pacific

In the 2023 edition of The Legal 500 Asia Pacific, Piper Alderman was recognised across 12 areas of law including Corporate and M&A. Our partners and senior lawyers were highlighted as recommended and key lawyers for this category, including Lis Boyce, Maria Capati, Clea Cole, James Dickson, James Macdonald, Alasdair McLean, Paul Sartori and Josh Steele.

The Best Lawyers in Australia

In the 2024 edition of The Best Lawyers in Australia, 54 of our lawyers have been named a ‘Best Lawyer’ and 18 of our senior lawyers have been named in the ‘Ones to Watch’ list, including the following in our corporate team:

• Lis Boyce– Life Sciences Practice
• Michael Coker– Corporate/Governance Practice, Mergers & Acquisition Law
• James Dickson– Commercial Law/Corporate Law, Mergers and Acquisitions Law
• Greg English– Commercial Law
• Will Fennell– Tax Law
• Sebastian Greene– Corporate Law
• Caren Klavsen – Commercial Law
• James Macdonald– Commercial Law, Corporate/Governance Practice, Mergers and Acquisitions Law, Venture Capital Law
• Wally McDonald– Corporate Law, Government Practice, Mergers and Acquisitions Law
• Andrew Rankin– Commercial Law, Competition Law, Corporate Law, Corporate/Governance Practice, Mergers and Acquisitions Law
• Hugh Scales– Corporate Law
• Simon Venus– Agriculture and Rural Affairs, Commercial Law, Corporate Law, Mergers and Acquisitions Law
• Mark Williamson– Corporate Law, Equity Capital Markets Law, Mergers and Acquisitions Law
• Faiza Bukhary – Ones to Watch: Corporate Law, Equity Capital Markets Law
• James Hill– Ones to Watch: Commercial Law
• Liberty Privopoulos– Ones to Watch: Commercial Law

We were also delighted to receive some very kind feedback from clients and contacts during the research process for the legal directories, including the following testimonials from The Legal 500 Asia Pacific: Australia, 2023 edition:

‘Talented, skilled, and commercial advisors. Good range of dedicated resources.’

‘Provide prompt, high quality and trusted business and legal advice. Our company seeks and values the insight and advice received by the Piper Alderman team.’

‘Practical and commercially pragmatic partners who get the job done.’

‘Always available and on-time. Innovative and solved problems. Easy to interact with and a good listener.’

‘The team at Piper Alderman works collectively towards a common goal – that is the best outcome for their client. Their prompt, clear advice assists clients to make decisions to ensure that the legal process is a smooth one.’

Thought leadership

The Corporate team produced and published a number of timely insights while partaking in a multitude of client and industry facing events, sponsorships, and partnerships. Our team was also involved in producing the ‘Unfair Contract Terms’ content on the Piper Alderman website.

Throughout the year, the team delivered a number of webinars for our clients including The contract review toolkit and 2022 in Summary and the ACCC Priorities for 2023 (available now on-demand) and delivered sessions in The Dynamic Board series on Making the Most of your AGM and Annual Report and Capital Raising in Volatile Times.

Corporate partners Lis Boyce and Andrew Rankin also joined with Joshua Annese, Andrea Beatty and Craig Subocz to co-author the Australian chapter of Lexology’s Getting the Deal Through – Data Protection and Privacy, 2024 edition.

Team movements

The team celebrated the promotions of Samuel Blight, Andrew Cutler and Egor Serov to Senior Associate in July 2023.

We welcomed James Linton (Associate), Paul Russo (Lawyer) and Adrianna Awkar (Associate) in our Adelaide office, Allyson Yule (Lawyer) in our Brisbane office and Faiza Bukhary (Senior Associate), working hybrid across our Melbourne and Perth offices.