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Experience

A. Overview of Court and Mediation practice

Greg came to the Bar in 1995 following 5 years as a corporate advisory and transaction lawyer with Freehills (now Herbert Smith Freehills).

Over his 28 years at the Bar, Greg has acted in a broad range of commercial and corporate law matters, including corporate takeovers and reconstructions, commercial relationship disputes, investor class actions, corporate insolvency, managed investment schemes, professional negligence, building and construction, trade practices, aviation, copy right and Aged Care.

Greg is a specialist in schemes of arrangement and has acted in some 40 schemes of arrangement to effect corporate takeovers, mergers, demergers and internal corporate restructures. Greg also teaches in this area as part of the Melbourne Law Masters program and regularly gives seminars to national law firms on recent developments in this field of the law. Greg is often retained where the proposed scheme of arrangement or trust acquisition proposal is complex or novel or where shareholder activism is anticipated. Further details are set out below regarding Greg’s practice in this area.

Greg is also a nationally accredited mediator. Over the course of his career at the Bar, Greg has acted in numerous mediations across all State Courts and the Federal Court for both plaintiffs and defendants involving a broad spectrum of commercial and corporate disputes. This has included acting in multi-party mediations (often over several days). Greg brings this extensive experience and understanding to his role as mediator. Further details are set out below.

Greg’s other areas of Court and advisory practice are corporate advisory work in relation to commercial transactions, commercial relationship disputes (including oppression proceedings and partnership disputes) disputes arising from share sale and sale of business agreements and complex commercial and contractual disputes, further details of which are set out below.

B. Schemes of Arrangement

Overview of expertise

Greg has acted in 40 schemes of arrangement (and trust acquisition proposals) including schemes to effect corporate takeovers, mergers, demergers and internal reconstructions. These have included schemes of substantial transaction value such as the 2023 $9.5b acquisition by BHP of OZ Minerals Limited (in which Greg acted for OZ Minerals).

For many years Greg has acted and appeared alone in substantial and complex schemes of arrangement. Greg has also led junior barristers in schemes of arrangement. While Greg continues to work, from time to time, with leading silks (from both Melbourne and Sydney, including in some of the schemes referred to below) in schemes of arrangement, he predominantly acts and appears alone in these matters. Greg has acted and appeared in a broad range of schemes of arrangement encompassing takeover (or change of control) schemes, demerger schemes, merger schemes, top-hatting restructure schemes, destapling restructure schemes involving share schemes and a trust scheme and internal reconstruction schemes involving orders under section 413 of the Corporations Act. Greg’s experience in this field of the law extends beyond the issues and challenges that commonly arise in schemes and includes navigating schemes through the court process in the context of complex transaction structures, bidding contests, shareholder activism and in one case acting for the acquirers where the target company was the subject of a class action proceeding.

Greg has acted for target companies, acquirers (including private equity) and for ASIC. In the majority of the schemes in which Greg has acted, he has represented the scheme or target company (being the plaintiff in the proceeding and the company responsible for obtaining the required court orders for dispatching the scheme documentation and for having the scheme of arrangement approved). Greg however has also on many occasions acted for acquirers (including overseas acquirers ) in takeover schemes of arrangement, where such acquirers have included private equity as well as commercial trading companies. As such, Greg has an understanding of the issues required to be addressed by acquirers including regulatory approvals, funding and corporate finance/financial assistance matters. Greg, as noted above, has also acted for ASIC and as such has an understanding of schemes of arrangement from the regulator’s perspective.

Recent scheme of arrangement matters

Recent schemes of arrangement (and trust acquisition proposals) in which Greg has acted include the 2023 acquisition by BHP of OZ Minerals Limited (in which Greg acted for OZ Minerals), the 2023 acquisition of SILK Laser Australia Limited by Wesfarmers (in which Greg acted for SILK Laser Australia), the 2023 Carbon Revolution Limited scheme (involving a scheme and a “de-SPAC” merger transaction in which Greg acted for Twin Ridge Capital Acquisition Corp, a special purpose acquisition company (known as a SPAC) listed on the New York Stock Exchange), the 2023 Clemenger Group Limited scheme (in which Greg acted for Clemenger in respect of aspects of that transaction), 2022 acquisition of Angel Seafood Holdings Ltd by Laguna Bay (in which Greg advised Angel Seafood in respect of certain aspects of that transaction), the 2022 3Q Holdings Limited proposed scheme (in which Greg advised 3Q Holdings as to elements of that transaction), the 2021 acquisition by JBS Australia of the shares in Huon Aquaculture Group Limited (in which Greg acted and appeared for Huon and which involved two alternative but concurrently proposed schemes of arrangement, a simultaneous takeover bid and an associated share sale agreement in relation to the major shareholder), the 2021 takeover of Asaleo Care Limited by Essity Holding Company Australia Pty Ltd (in which Greg acted and appeared for Essity), the 2021 acquisition proposal by Roc Partners for the units in the Vitalharvest Freehold Trust (a listed managed investment scheme) in which Greg acted for Roc Partners, the 2021 acquisition proposal by NorthWest Healthcare Australia RE Limited for the units in the Australian Unity Healthcare Property Trust (an unlisted managed investment scheme) in which Greg acted for NorthWest and where the acquisition proposal was opposed by the responsible entity, the 2021 acquisition proposal by BGH Capital for the shares in Hansen Technologies Limited (in which Greg acted for Hansen), the 2020 takeover of OptiComm Ltd by Uniti Group Limited (in which Greg acted and appeared for Uniti Group and which involved two competing proposals by Aware Super Pty Ltd), the 2020 takeover of Village Roadshow Limited by BGH Capital (private equity) (in which Greg acted and appeared for Village Roadshow Corporation Pty Ltd – the largest shareholder in Village Roadshow Limited – which involved two alternative but concurrently proposed schemes of arrangement and an associated share sale agreement in relation to the major shareholder) and the 2020 takeover of DWS Limited by HCL Australia Services Pty Ltd (in which Greg acted and appeared for HCL Australia Services Pty Ltd following the first court hearing).

Some other examples of schemes in which Greg has acted include the 2019 takeover by Brookfield of all of the shares in Healthscope Limited (in which he acted and appeared for ASIC at the first court hearing and which involved a scheme and a takeover bid), the 2019 takeover by Kokusai Pulp & Paper Co. , Ltd (“KPP”) of all of the shares in Spicers Limited (in which he acted and appeared for KPP), the 2019 takeover by Adamantem Capital for all of the shares in Legend Corporation Limited (in which he acted and appeared for Legend Corporation Limited), the 2019 takeover by Wesfarmers Lithium Pty Ltd (a wholly owned subsidiary of Wesfarmers Limited) of all of the shares in Kidman Resources Limited (in which he acted and appeared for Kidman Resources Limited), the 2019 takeover by Shell Energy Australia Pty Ltd (“Shell”) of all of the shares in ERM Power Limited (in which he acted for Shell), the 2019 takeover by Quadrant Private Equity for all of the shares in QMS Media Limited (in which he acted and appeared for QMS Media Limited and which was approved by the Court in February 2020), the 2018 takeover of Sirtex Medical Limited (in which he acted and appeared for the bidders) , the 2017 proposed takeover of SMS Management & Technology Limited by DWS Limited (which did not proceed by reason of a third party offer) (in which he acted and appeared for SMS), the 2016 takeover of Patties Foods Limited by an entity owned by funds managed or advised by Pacific Equity Partners Pty Limited (which involved cash/scrip consideration) (in which he acted and appeared for Patties Foods), the 2016 takeover of Unity Mining Ltd by Diversified Minerals Pty Ltd (in which he acted and appeared for the bidders), the merger in 2016 of M2/Vocus referred to above (in which he acted and appeared for M2), the 2015 internal restructure of AusNet Services (which involved destapling the relevant securities and an associated trust scheme in which he acted and appeared (led) for AusNet), the 2014 takeover of Oakton Limited by Dimension Data Australia Pty Limited (in which he acted and appeared for Oakton) and the 2014 internal reconstruction/amalgamation of the Little Real Estate Group in which he acted and appeared for the Little Real Estate Group and which involved making orders under section 413 of the Corporations Act to effect the reconstruction. Greg was also retained (2015) to advise (led) in relation to the demerger of Clydesdale Bank from the NAB.

Role extends beyond the Court process

Greg's work in this field extends beyond the court process and includes pre-announcement review of transaction documents, advice on discrete transactional issues, advice and input regarding the structure and content of the scheme booklet, advice regarding recourse to the Takeovers Panel, the consideration of, and proposed response to, issues raised by ASIC, matters relating to overseas regulatory approval and drafting involvement (post scheme implementation) in respect of financial assistance documents relating to loans advanced by lenders to fund a takeover transaction.

Greg usually works with both the corporate and litigation teams in scheme of arrangement transactions and in addition to being retained by national law firms, Greg is also retained by boutique commercial law firms in these types of transactions.

Complex scheme structures and shareholder activism

Greg is often retained where the proposed scheme of arrangement or trust acquisition proposal is complex or novel or where shareholder activism is anticipated – examples include:

• Complex transaction structures – see the 2021 Huon scheme which involved two alternative schemes of arrangement, a simultaneous takeover offer and an associated share sale agreement in relation to the major shareholder and the 2020 Village Roadshow scheme which involved two alternative schemes of arrangement and an associated share sale agreement in relation to the major shareholder;

• Trust acquisition proposal which was opposed by the responsible entity – see the 2021 acquisition proposal by NorthWest Healthcare Australia RE Limited for the units in the Australian Unity Healthcare Property Trust (an unlisted managed investment scheme) in which Greg acted for NorthWest and where the acquisition proposal was opposed by the responsible entity;
• Shareholder activism – see the 2021 Huon scheme which involved shareholder activism by Tattarang Agrifood Pty Ltd and the 2020 Village Roadshow scheme where there was shareholder activism by an American based investment fund.

Helping to shape or clarify the law

In some schemes of arrangement in which Greg either acted alone (or was leading a junior) he has helped to shape or clarify the law in certain important areas in this field of the law.

By way of example:

• in the 2019 Brookfield takeover of Healthscope Limited, Greg appeared for ASIC at the first court hearing on 16 April 2019 to make submissions on "class" composition in respect of the proposed scheme of arrangement. Justice Beach's judgment in respect of that hearing (handed down on 18 April 2019) contains a detailed discussion on the class composition question (See Re Healthscope Limited [2019] FCA 542);

• in the 2019 Wesfarmers takeover of Kidman Resources Limited, Greg's submissions on behalf of Kidman Resources Limited at the first court hearing on 30 July 2019 included submissions on the "director benefit/director recommendation to shareholders issue". Justice O'Callaghan's judgment in respect of that hearing (handed down on 7 August 2019) contains a discussion on that issue and the opinion expressed by his Honour on this issue was adopted in numerous subsequent cases (See Re Kidman Resources Limited [2019] FCA 1226);

Lecturing, seminars and submissions to Government and to the Court on potential areas of reform

Greg co-lectures on the subject of "Schemes of Arrangement" (as a senior fellow) in the Melbourne Masters Program (University of Melbourne Law School) (having last taught the course in June 2023 and where the course is proposed to be taught again in 2024) and has often given seminars about recent developments in this area to law firms who practice in this field..

Greg was primarily responsible for the preparation of the submission made by the Commercial Bar Association of Victoria (an association of the Victorian Bar) to the Treasury in June 2022 in response to the Treasury's consultation paper entitled " Corporate control transactions in Australia: consultation on options to improve schemes of arrangement, takeover bids, and the role of the Takeovers Panel".

Greg also co-authored the joint submission made by the Victorian Bar and the Commercial Bar Association to the Federal Court on its consultation letter dated 15 May 2023 regarding potential changes in the manner in which schemes of arrangement are dealt with by the Federal Court.

Appears both in Victoria and interstate

Greg is available to act in schemes of arrangement both in Victoria and interstate. Greg has appeared interstate in schemes of arrangement, having appeared in the Federal Court in Sydney for SILK Laser Australia Limited (as the scheme company) in that scheme and for the bidders in the Sirtex Medical Limited scheme of arrangement. Greg has also appeared in the NSW Supreme Court on behalf of Shell Energy Australia Pty Ltd as the proposed acquirer in the ERM Power Limited proposed scheme of arrangement.

List of some of Greg’s scheme matters attached

Further details (by category) of some of the schemes of arrangement in which Greg has acted can be found here.

C. Mediation

Greg is a nationally accredited mediator and is available to act as a mediator both in Victoria and interstate.

Greg has acted in numerous mediations across all State Courts and the Federal Court for both plaintiffs and defendants involving a broad spectrum of commercial and corporate disputes, including in the following areas - partnership disputes, franchising, Corporations Act oppression proceedings, share sale agreements, misleading and deceptive conduct claims in various contexts (including in the context of a contaminated site and in the context of a Chapter 6 corporate takeover), professional negligence claims, investor class actions following a corporate collapse, guarantee claims, insolvency (including preference claims and trading while insolvent claims), rural law matters, contractual disputes (including complex and document heavy disputes), building and construction disputes and Aged Care.

Greg has acted in multi-party mediations and understands the dynamic operating between multiple parties in the context of seeking to reach an overall settlement of a dispute. Greg has also acted in multi-day mediations and mediations which have been adjourned to enable further steps or actions to be taken by one or more of the parties in the context of the mediation process.

Greg brings this extensive experience and understanding to his role as mediator.

In addition to Court ordered or litigation related mediations, Greg is available to conduct facilitative mediations in respect of disputes or potential disputes in commercial relationships where the objective of the parties is to resolve the issue and preserve the commercial relationship.

D. General commercial law expertise

Greg’s other areas of Court and advisory practice are corporate advisory work in relation to commercial transactions, advising in respect of fiduciary duties for directors, trustees and partners of a law firm, commercial relationship disputes (including oppression proceedings and partnership disputes) disputes arising from share sale and sale of business agreements and complex contractual disputes (including acting for Virgin Airlines Australia in a multi-million dollar contractual dispute commenced by a John Holland company which involved the preparation of detailed evidence over many weeks and which proceeding settled shortly after the second mediation).

E. Committees and Associations

Greg is a member of:

- the Corporations Committee of the Business Law Section of the Law Council of Australia; and

- the Commercial Bar Association of Victoria.

Liability limited by a scheme approved under Professional Standards legislation.