Page Seager

CORPORATE & COMMERCIAL

Public, private and statutory corporations, both domestic and international, rely on Page Seager for strategic, legal and commercial support to achieve business success in relation to a wide range of commercial arrangements and transactions, including acquisitions, disposals and mergers, access to capital, corporate advisory matters and commercial transactions.

Our clients benefit from the experience of a number of our Principals who have worked at top tier law firms and corporations, both in Australia and internationally.

Acquisitions, disposals and mergers (ADM)

Clients may be looking to diversify or narrow products and services, gain access to a wider customer base, reduce costs and overheads or acquire better production and distribution facilities. Every transaction is different, which is why our clients appreciate our customised and commercial focus, and our comprehensive industry knowledge.

Page Seager has experience in providing ADM services to clients across a broad range of industries, particularly in the following sectors:

• agribusiness;
• energy;
• community services; and
• leisure and entertainment.

We structure deals, manage due diligence (including setting up and managing electronic data rooms), draft and negotiate transaction documents and advise on transactions for our clients in a range of areas, including:

• share, business and asset acquisitions and disposals;
• management buy-ins and buy-outs;
• acquisition financing;
• demergers and schemes of arrangement;
• joint ventures and strategic alliances;
• foreign direct investment, including regulatory (FIRB) approvals;
• corporate restructures and re-organisations; and
• venture capital and start-ups.

Access to capital

Page Seager is experienced in supporting corporations, private groups and institutions to access the funds required to meet their business objectives through equity, debt and structured security offerings.

We advise on the full range of debt, equity and hybrid funding structures, including:

• transactions involving traditional banking products, such as acquisition finance, project finance and secured lending transactions;
• business structuring and financing for startups including Fintech;
• direct equity investment advice to investment funds;
• AFSL advice;
• mergers, acquisitions and divestments and capital markets;
• offers of securities to investors including under a prospectus, other disclosure document or applying some of the fundraising exemptions;
• placement and underwriting of convertible debt securities, debentures and shares both on a private placement and wholesale level;
• software development work for customer facing banking platforms;
• employee share and options schemes; and
• straight debt arrangements including mezzanine or subordinated funding.

Corporate advisory

We advise clients on a full range of corporate governance, compliance and structuring issues.

Our team of specialists work closely with our client’s other advisors to provide focused, commercial solutions that best suit the client’s specific requirements. These solutions may encompass a range of issues, including:

• advice in relation to corporate governance, ASX and Corporations Act compliance;
• shareholder meetings and documentation;
• directors’ duties and indemnities;
• company reporting and disclosure requirements;
• corporate structures including internal policies, constitutions and charters;
• joint ventures, partnerships and other forms of consortium agreements; and
• shareholder, unitholder or stapled security structures.

Procurement and Probity

We work with corporate clients, State and local governments, State-owned corporations and government business enterprises in relation to the procurement of goods and services, plant and equipment, information and communications technology, building and construction works, consulting services and asset maintenance.

We support our clients by offering solutions in relation to:

• procurement strategies, processes and methodologies;
• management of procurement processes, such as Requests for Expressions of Interest, Tenders or Requests for Proposal;
• preparation and negotiation of procurement contract templates;
• dealing with probity issues involved in high risk or complex procurements; and
• establishment and implementation of contract structures such as joint ventures, alliance contracts and public/private partnerships.

Commercial Transactions

We assist our clients with all issues relevant to business trading activities, including:

• procurement, including service and consultancy agreements;
• freight and logistics agreements;
• Australian Consumer Law and National Credit Code;
• advertising and marketing;
• Personal Property Securities Act and Competition law;
• sponsorship arrangements;
• interpretation of contracts and contractual rights and obligations; and
• Privacy law.

PROPERTY & PLANNING

We cover all aspects of the property sector, including acquisitions and disposals, leasing and developments, and provide our clients with efficient and cost-effective advice on all issues that they may encounter.

Commercial Property

We have a strong track record advising on commercial property matters (including office, retail, hotels and leisure, industrial, health and aged care, agribusiness and high-end residential), extensive experience and industry knowledge. We deliver tailored, commercial solutions to a range of issues including:

• acquisitions and disposals of assets in all property classes, including commercial, retail, industrial, residential and hotels;
• commercial, industrial and retail leasing and lease negotiation;
• advising in relation to residential developments and major commercial, industrial and retail developments;
• joint venture, project management, property and asset management negotiations and documentation;
• due diligence reporting, including planning and use issues;
• general property issues such as subdivisions, easements, enforcement of securities and financing, land tax and duty; and
• property-related dispute resolution.

Planning & Environment

Many of our clients are required to comply with detailed and complex planning, heritage and environmental regulations. We work closely with our clients to ensure that regulations are enforced or complied with in the most efficient and commercially focused way.

Our experience includes:

• development, assessment and application of planning scheme standards in relation to heritage, biodiversity and subdivisions;
• representation at mediation and appeals before planning tribunals and the Supreme Court;
• prosecution and enforcement proceedings concerning breaches of planning schemes;
• planning scheme amendments;
• guidance and advice on applications to amend sealed plans; and
• representation and advice on environmental matters.

 Finance and Securities

Our clients include lenders such as Rabobank Australia Limited, Rural Bank and Bendigo and Adelaide Bank Limited, where we have a particular expertise in the agribusiness sector. We work closely with our clients in respect to the preparation of Mortgages, General Security Agreements, Specific Security Agreements, Water Mortgages, Right of Entries, Guarantees and Mortgage of Leases.

Construction

Our construction lawyers are an experienced specialist group focused on all the legal aspects of construction and infrastructure projects.

We can assist from the genesis of a construction and infrastructure project through to its conclusion. We advise in relation to project and risk management, tendering, probity, contract drafting and negotiation, contract management and administration, work health and safety and dispute resolution.

We act for principals, developers, contractors and suppliers and provide advice to allied professions such as consultant architects and engineers throughout Australia.

Experience

Examples of our team’s property and planning experience include:

• acting for ASX listed funds with respect to acquisitions, retail leasing and sales of shopping centres in Tasmania, Victoria, NSW and Queensland;
• acting for Citta Property Group in relation to Redevelopment of Hobart Parliament Square;
• acting for the University of Tasmania in the development of a new 430 bed accommodation in the Hobart CBD;
• acting for Centacare Evolve’s acquisition and management of a 1,000 property community housing portfolio from the Tasmanian State Government;
• acting for ASX listed companies in respect of their commercial, industrial and retail leasing transactions;
• acting for a developer in an application to the Resource Management and Planning Appeal Tribunal (RMPAT) for a 600 lot subdivision;
• acting for an unlisted property fund in an appeal to RMPAT and Supreme Court against a heritage listing of a major CBD office building;
• acting for a shopping centre owner in respect of a development refusal by the local Council in an appeal to RMPAT and to the Supreme Court;
• acting for a major tourism operator in respect of an objection to a development approval to RMPAT; and
• acting for principals and contractors in relation to infrastructure projects (e.g. runway overlays, bridge upgrades, dam enlargements, water and wastewater schemes, water metering projects, road and bridge construction).

CONTACT OUR TEAM

For advice on all property and planning issues please contact:

INFORMATION TECHNOLOGY & INTELLECTUAL PROPERTY

We support a broad range of clients who provide and use information technology (IT) and intellectual property (IP) to achieve their business objectives. We have deep experience in advising on and negotiating transactions and disputes for organisations in industries as disparate as financial services, social services, government, energy, healthcare, telecommunications, education, logistics, aviation, mining, automotive, entertainment and FMCG.

We work closely with our clients to ensure that their objectives are met in the most efficient manner – whether that means taking a lead role on the project, working as an extension of a client’s in-house legal or commercial team, or providing advice and support to in-house teams on a “second chair” basis.

Our IT and IP team specialises in supporting clients in respect of all aspects of their IT and IP transactions including the following:

• Outsourcing – Complex IT and business process outsourcing agreements, whether delivered traditionally or via the cloud (private or public) in a range of industries including government, financial services and energy.
• System Integration – Complex system integration projects often involving the introduction of enterprise resource planning systems incorporating software and systems from large vendors like SAP and Oracle.
• Data Analytics – Advising on transactions involving ‘big data’ including the establishment of key infrastructure and analytic tools and practical and contractual mechanisms to manage the use of data.
• Cloud Services – A variety of transactions involving the provision of services using remotely accessed infrastructure, applications or services across a range of industries.
• Data Management – Advising on transactions involving the construction of data warehouses, data ownership, management and security. In particular, we frequently advise on evolving trends in data security and contractual and practical measures to mitigate risks associated with data breaches.
• Licensing – Technology licensing in a variety of industries including biotechnology, pharmaceuticals, engineering and software licensing and support agreements, whether via a direct licensing or “as a service” model or in the cloud.
• Project Remediation – Restructuring of existing technology projects, whether as a consequence of expiry of term or change in commercial direction. Often this involves advising on the remediation of projects which are in dispute.
• R&D and Technology Exploitation – Advising technology start-ups on establishment and the protection and exploitation of intangible assets. Complex research and development joint ventures, software development, contract research, research collaborations and consultancies.
• Data & Cybersecurity – Data analytics agreements and advice including negotiating and advising on data ownership, transfer, storage, and analysis and advising on security standards and contractual measures to address data security and breaches.
• Privacy – Broad privacy advice including drafting privacy policies and procedures, advising on regulatory developments in State and Federal jurisdictions and advising on the transfer, retention or unauthorised release of personal information.
• Intellectual Property – Advising on trade marks, copyright and other forms of intellectual property including registration, prosecution, enforcement monetisation and exploitation strategies.
• Marketing and Advertising – Providing clearance of marketing communications (across print, broadcast, outdoor and digital media, including user generated social media).
• Competition and Consumer Law –  Designing and implementing competition and consumer law compliance programs, conducting compliance training and responding to ACCC investigations and enforcement actions.
• Telecommunications – Advising on the roll-out of telecommunications infrastructure, agreements for its management and regulatory requirements.
• Dispute Resolution – Advising on disputes involving complex outsourcing and system integration projects in the financial services and public sector up to and including ADR process.

CONTACT OUR TEAM

For advice on all information technology and intellectual property issues please contact:

EMPLOYMENT & SAFETY

Our team works closely with HR Managers, in-house lawyers and businesses generally, assisting them to achieve commercially appropriate outcomes.

We tailor our service delivery to suit our clients’ culture and objectives to ensure it is always relevant to their circumstances.

Our principal areas of expertise are:

• Managing behaviour – employee performance, complaints and workplace conflict, disciplinary procedures, fitness for work and incapacity (including managing and conducting workplace investigations);
• Compliance – with workplace instruments, employee entitlements and the applicable employment and/or safety regulatory framework;
• Change implementation – including restructuring, redeployment and redundancy processes, and issues that arise during transfers of business or employment;
• Dealing with regulators/external bodies – including WorkSafe, Fair Work Ombudsman and Anti-Discrimination and Privacy Commissioners;
• Dispute resolution – advising and appearing in various tribunals and courts with employment, industrial and safety disputes; and
• Employment agreements – preparing employment agreements and independent contractor agreements and advising on those documents.

Examples of successful outcomes include:

• Employment Investigations – advising on complaints involving senior personnel and carried out investigations into misconduct;
• Employee Entitlements – providing advice on employment entitlements and employer obligations including portable long service leave entitlements;
• Employment Contract Entitlements – appearing in an employment contract dispute before the Federal Court and the Full Court of the Federal Court;
• Anti-discrimination – defending complaints under the Anti-Discrimination legislation including hearings before the tribunal;
• Work Health Safety Prosecutions – defending Work Health Safety prosecutions brought under the harmonised legislation for serious injuries and alleged breaches of duty;
• Restraints of Trade – advising on the enforceability of restraints of trade under employment contracts;
• Rights of Entry – advising on rights of entry of union and work health safety officials and appropriate responses;
• Work Health Safety Investigations – assisting with investigation procedures and reporting to senior management and board on outcomes and risk;
• Unfair dismissal – defending unfair dismissal claims through mediation and dispute procedures;
• Work Health Safety Training – providing due diligence training in work health safety for employees, senior management and board; and
• Adverse action – mediating adverse action claims without the matters proceeding to hearing.

CONTACT OUR TEAM

For advice on all employment and safety issues please contact:

WORKERS COMPENSATION

Navigating the complex world of workers compensation claims is a specialist area of law in which we have exceptional experience. Our passionate, expert team has been instrumental in shaping the laws of workers compensation in Tasmania for over 60 years, and has appeared as counsel in most landmark decisions. We act for national insurers, specialist insurers, self-insured employers and the Nominal Insurer.

Clients seek our professional expertise in three critical claims areas:

1. claims for workers compensation statutory entitlements;
2. claims for damages for personal injuries at common law arising out of employment; and
3. recovery of statutory benefits from third parties.

Our clients appreciate that our extraordinary level of expertise enables us to understand the real imperatives, and to arrive at a clear strategy for achieving their needs and objectives.

Our team of specialists delivers unparalleled service, strategy and advise to clients in the following areas:

• advising on strategy, quantum and reserving on all workers compensation claims;
• conducting and appearing in matters before the Workers Rehabilitation and Compensation Tribunal;
• disputing claims dealing with foundational entitlement, benefit entitlement and quantum, including termination and reduction of entitlement; and
• managing risk in specialist claims particularly dust claims (including asbestos) and hearing loss;
• representation in the defence of Common Law claims;
• training staff; and
• advising on coverage and indemnity.

CONTACT OUR TEAM

For advice on all workers compensation issues please contact: