What we expect in 2018

Scheme of arrangements

Schemes of Arrangement have become the most popular way to conduct friendly takeovers of ‘Code companies’. In 2018 we expect the number of schemes to increase and market practice to become more settled.

Overseas investment

The regulatory landscape for overseas investment will change in 2018. The new Government has already introduced a Bill amending the Overseas Investment Act to classify residential property as sensitive, and issued a Ministerial Directive Letter making it harder for overseas persons to invest in rural land. However, we expect that the OIO’s new processes and increased resources will continue to bring processing timeframes down.

Merger clearances

2017 was a significant year for merger clearance applications, decisions and appeals, with unprecedented third party involvement. On the back of this, the Commission is looking to improve transparency and efficiency in 2018, when even more complex merger cases are anticipated.

Warranty insurance

The use of warranty and indemnity insurance is now market practice in the private equity space. With upward of nine insurers who actively consider underwriting in New Zealand, expect to see more competitive terms but also less interest in difficult, poorly diligenced or badly advised deals. Engaging a quality M&A broker will help ensure your deal is attractive to insurers.

Banking and funding

The banking market will become increasingly competitive (with more offshore banks entering the NZ market). There will be more scope to run competitive processes to arrange your borrowing requirements (both in New Zealand and offshore).

Private equity

Gender diversity is very topical in the New Zealand business environment. However the focus to date has been on listed companies. In Europe and the US, the issue of gender equality has extended to the private equity industry and we expect New Zealand will follow suit. New Zealand funds looking to raise new money should be prepared to explain their approach to gender diversity.

Read the full Merger and Acquisition Forecast

Who can help

Rodney Craig

Partner - Corporate and Commercial

Rodney leads the Wellington corporate team and specialises in mergers and acquisitions, capital markets and advising early-stage and growth businesses.

Rodney has an NZX Diploma and has advised a range of listed companies, NZX firms and substantial shareholders in relation to their participation in New Zealand’s capital markets.

A significant part of Rodney’s practice involves assisting early-stage and growth businesses with their legal needs: from day-to-day contracting and compliance issues through to advising on expansion activities and other significant transactions (such as raising capital, the entry or exit of shareholders, entering into joint ventures, or restructuring the business).

Rodney provides sound, pragmatic advice and is able to communicate complex issues in an easy to understand way. He regularly presents seminars and workshops on commercial and corporate law issues, and is a co-author of Lexis Nexis Practical Business Law and several chapters of Morison’s Company Law.

Rodney Craig

Partner


Corporate and Commercial
Wellington

P: +64 4 498 5025
M: +64 27 466 9788
Email

John Conlan

Partner - Corporate and Commercial

Primarily focused on providing advice to corporations and major banks, John specialises in mergers and acquisitions, corporate finance, structured finance and commercial contracting. John has assisted New Zealand and international corporate and financial institutions to structure and complete a number of domestic and cross border transactions.

John’s in-depth knowledge of corporate law, coupled with his financial expertise, means he can quickly provide you with specific advice for your unique circumstances.

John’s clients include Z Energy, Summerset, Trade Me, Medical Assurance Society, ANZ Bank New Zealand Limited, The Co-operative Bank Limited.

John Conlan

Partner


Corporate and Commercial
Wellington

P: +64 4 498 5037
M: +64 21 263 7111
Email

Paul Foley

Partner - Corporate and Commercial

Paul practises in all areas of corporate law, has a reputation for innovative thinking, providing the input that has enabled complex transactions to be worked through to a successful conclusion.

Paul’s corporate advisory spans governance, continuous disclosure obligations, directors’ duties and Companies Act, Securities Act, Takeovers Code and Listing Rules advice. Paul also provides leading advice on strategic transactions, mergers and acquisitions, take overs, equity capital raisings, and foreign investment approvals.

He has experience as an external director, including as Chair of a publicly listed company.

Paul Foley

Partner


Corporate and Commercial
Wellington

P: +64 4 498 5119
M: +64 21 948 841
Email

Mark Forman

Partner - Corporate and Commercial

Mark is a corporate and commercial lawyer with broad corporate experience in both New Zealand and the United Kingdom.

He specialises in mergers and acquisitions, private equity, forestry transactions, commercial contract advice, NZX listing rules/takeovers code advice, corporate governance advice, shareholder agreements and employee shareholding arrangements. Mark also advises on Overseas Investment Office consent applications.

Mark has advised on numerous high profile New Zealand transactions in recent years, including the largest forestry transaction in New Zealand in a number of years, and the MediaWorks – NBCUniversal joint venture, which won Consumer, Media and Tech Deal of the Year at the 2017 NZ Law Awards. Having advised on large merger and acquisition transactions for international financial institutions, in New Zealand, Europe and the United States, he is familiar with global trends.

Mark has particular experience advising clients in the media/technology, forestry, financial services and aged care/health sectors. Clients include MediaWorks, Campbell Global, Hastings Funds Management, Metlifecare, Southern Cross Hospitals and Bupa Group.

Mark Forman

Partner


Corporate and Commercial
Auckland

P: +64 9 353 9944
M: +64 21 243 6954
Email

John McCay

Partner - Corporate and Commercial

John is an experienced corporate and commercial, and public sector lawyer.

He has extensive experience in corporate, commercial law and public law, with a particular emphasis on the infrastructure, technology, gaming, sports, film and entertainment and arts and culture.

John undertakes a broad range of legal work with a particular emphasis on corporate governance, commercial contracting and procurement, mergers and acquisitions, joint ventures, intellectual property, and film and television financing.

Recognised as a leading TMT, entertainment, information technology and sports lawyer, John has been consistently listed by publications such as Asialaw, Chambers Global, Australian Legal Business Guide, The Best Lawyers in New Zealand and Expert Guide to the World’s Leading Technology, Media and Telecommunications Lawyers.

John currently serves as a member of the board of each of New Zealand on Air and New Zealand Film Commission.

John McCay

Partner


Corporate and Commercial
Wellington

P: +64 4 498 5135
M: +64 21 606 171
Email

Neil Millar

Partner - Corporate and Commercial

Neil has broad corporate and commercial experience, in particular in the mergers and acquisitions and private equity area. He is also the leader of the firm’s privately-owned business team, responsible for the delivery of commercial services to our owner-operator clients.

With extensive and international experience, Neil advises on all aspects of mergers and acquisitions and private equity, business sale, commercial and business transactions for a range of private equity players and corporate, SME and start up companies. He also advises on practical governance issues, director responsibilities and strategic issues for his clients.

Neil is also a specialist in the field of warranty and indemnity insurance, providing in-market assistance to a number of the key insurers and assisting buyers and sellers with advice in connection with policies and claims.

Neil Millar

Partner


Corporate and Commercial
Auckland

P: +64 9 353 9977
M: +64 21 495 565
Email

Jane Parker

Partner - Corporate and Commercial

Jane leads the technology team at MinterEllisonRuddWatts, and sits on the board of the firm’s joint venture, McCarthy Finch, investigating how legal services can be provided using artificial intelligence.

Jane specialises in commercial projects and commercial law with a particular focus on technology, procurement, public sector contracting and governance.

Jane has over 20 years of experience working in and for technology and blue chip organisations. She is trusted with clients’ most business-critical and complex technology projects, right across the technology spectrum. She is recognised as a practical option-generator, an excellent facilitator and clear communicator.

Jane Parker

Partner


Corporate and Commercial
Wellington

P: +64 4 498 5128
M: +64 27 444 5993
Email

Dr Ross Patterson

Partner - Competition and Regulation

Ross heads the firm’s competition and economic regulation practice. He has more than twenty-five years of specialist experience, as a lawyer and regulator, and is recognised by Chambers as a Senior Statesman in both Competition and Telecommunications.

He was a partner at Rudd Watts and Stone (now MinterEllisonRuddWatts) between 1989 and 1998, and in MinterEllison (Sydney) from 1998 to 2007, where he headed MinterEllison’s Competition & Regulation practice. Between 2007 and 2012 he was New Zealand’s Telecommunications Commissioner, and a member of the Commerce Commission. Ross returned to the firm in 2013.

Since his return to the firm, Ross has represented clients in relation to merger clearances, authorisations and Commerce Commission investigations, and advised on the Commerce Act aspects of commercial arrangements and behaviour.

In telecommunications he has advised a wide range of telecommunications companies in relation to Telecommunications Act issues, and advised on the ongoing telecommunications sector reform processes.

Ross was the founder of MinterEllison’s online compliance training system, SAFETRAC, and leads the development of Safetrac in New Zealand. www.safetrac.co.nz

Ross has a PhD in competition law. He has published many articles on competition and telecommunications issues, and is a regular speaker at conferences.

Dr Ross Patterson

Partner


Competition and Regulation
Auckland

P: +64 9 353 9864
M: +64 21 225 4455
Email

Cathy Quinn ONZM

Partner - Corporate and Commercial

Cathy leads the Mergers & Acquisitions and Private Equity teams as well as our China practice. Cathy was chair of our firm for 8 years from 2009-2016.

Highly-regarded for her specialist legal work in mergers, acquisitions, securities law, corporate governance and private equity, Cathy is regularly sought out by international and local clients for her expertise in the areas in which she advises, and is a past Chair of the firm.

Cathy’s practice encompasses Corporate and Commercial, Government, Agribusiness and Health and Aging. She has particular expertise with Directors Duties, and was a past co-author of one of the leading company and securities law texts in New Zealand, Morison’s On Company and Securities Law, as well as being the principal author of MinterEllisonRuddWatts White Paper on Corporate Governance.

Her expertise spans mergers and acquisitions; advising on various security law issues; advising on numerous offshore ventures, acquisitions and divestments; advising on directors duties, corporate governance and general corporate law matters; advising businesses in the agribusiness sector on regulatory issues, governance, corporate law issues, restructuring, acquisitions, divestments and joint ventures; advising Asian entities on investing in New Zealand, including the dairy and forestry sector.

Cathy was a member of the Securities Commission for nine years and the only lawyer appointed to the government’s Capital Markets Development Taskforce, giving her a unique insight into the policy considerations underpinning our securities and capital markets. Cathy was an inaugural member of the Commercial Advisory Board to the New Zealand Treasury, and was appointed to the Board of the New Zealand Treasury in late 2016. Cathy is on the Executive Board of the New Zealand China Council. Cathy is a director of Tourism Holdings Limited.

Cathy has advised numerous boards on governance issues. In recognition of her expertise, Cathy has provided governance training for the director community along with a major accounting firm. Cathy is a regular commentator on securities, competition and corporate law.

Cathy Quinn ONZM

Partner


Corporate and Commercial
Auckland

P: +64 9 353 9951
M: +64 21 610 771
Email

Silvana Schenone

Partner - Corporate and Commercial

Silvana is a corporate and commercial partner and leads our Auckland corporate legal team. She is experienced in advising local and foreign clients on a range of corporate matters. With extensive expertise in M&A, private equity investments, takeovers, scheme of arrangements, capital raisings and corporate governance matters, Silvana is renowned for her ability to get the most complex and innovative deals done in a pragmatic way.

Skilled at getting to the heart of the matter and delivering excellent results for her clients, Silvana has been involved in some of New Zealand most iconic transactions, including a number of market “firsts”, setting precedent in the New Zealand legal market.

In doing so, Silvana regularly liaises with regulatory authorities including the Financial Markets Authority, the New Zealand Stock Exchange and the Overseas Investment Office.

Silvana is a board member of the New Zealand Takeovers Panel, evidence of her expertise and experience in the M&A and capital markets sectors locally and internationally.

The calibre of Silvana’s work is recognised in the independent and premiere international legal directory Chambers Global for her M&A, IPOs, takeovers and corporate governance work, with clients saying “I give her an A+ – the work she does is excellent, sophisticated, thorough and detailed.”  and commenting that Silvana is “a fantastic lawyer who is smart, commercially minded and able to deal with different parties in a pragmatic manner.”

She has a remarkable international background, having practiced law in New York, Chile and New Zealand. Her practice includes a Latin-American focus, where Silvana maintains a broad network of contacts. Due to her international experience she is ideally positioned to assist clients with all aspects of the overseas investment process as it applies to the acquisition of businesses or significant assets in New Zealand.

Silvana is a published author, having written ‘Duties and Responsibilities of Directors and Company Secretaries in New Zealand’, a highly acclaimed text referred to by the directors’ community in New Zealand.

Silvana Schenone

Partner


Corporate and Commercial
Auckland

P: +64 9 353 9986
M: +64 21 312402
Email

Mark Stuart

Partner - Corporate and Commercial

Mark is a corporate and commercial lawyer with over 20 years experience advising on all aspects of M&A, private equity, business sale, commercial and business transactions and contracts for a range of private equity investors and corporates. He also advises on companies on governance issues, listing rule compliance, director responsibilities and strategic issues.

Mark has significant equity capital markets experience having advised Tegel Foods, Evolve Education and Synlait Milk on their successful IPOs. Mark also works closely with Minter Ellison in Australia on trans-tasman transactions.

Mark Stuart

Partner


Corporate and Commercial
Auckland

P: +64 9 353 9985
M: +64 21 318 627
Email

Cameron Taylor

Partner - Corporate and Commercial

Cameron is a partner in the Corporate team at MinterEllisonRuddWatts.  He works with clients on a broad range of strategic transactions, including mergers and acquisitions (M&A), takeovers and takeover defence, joint ventures, restructurings, capital raising, IPO’s and corporate governance.

Cameron regularly advises leading private and listed companies, financial institutions and private equity firms. He has extensive experience in the New Zealand market, as well as in New York and London where he worked for Cravath, Swaine & Moore LLP, one of the world’s premier law firms. He is often invited to speak at international conferences on M&A and corporate finance.

He was admitted to the bar in New York in 2002 and in New Zealand in 1998.

Prior to his legal career, Cameron was an international athlete and competed at the Olympic Games, World Track & Field Championships, NCAA Championships and World Junior Championships. Cameron is Chair of the board of Athletics New Zealand.

He holds an M.B.A. in Finance from London Business School, an LL.B. (Hons) from the University of Auckland Law School, and a B.A. in Economics and B.B.A. in Finance from SMU in Dallas, Texas.

 

Cameron Taylor

Partner


Corporate and Commercial
Auckland

P: +64 9 353 9749
M: +64 21 376 125
Email

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