Australasian Legal Business (OzLB) Issue 8.7 by Key Media

ISSUE 8.7

Gilbert + Tobin in Perth The deeper purpose behind the move

Trans-Atlantic mergers A new world order evolves

ALB Special Report: Adelaide 2010 Has Adelaide’s time finally arrived?

Australasia’s largest firms PLUS 2010 revenues revealed DEALS ROUNDUP

US, UK REPORTS

INDUSTRY ANALYSIS

APPOINTMENTS

CAPITAL MARKETS, M&A DATA

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ISSUE 8.7

EDITORIAL >>

Gilbert + Tobin in Perth The deeper purpose behind the move

Trans-Atlantic mergers A new world order evolves

ALB Special Report: Adelaide 2010 Has Adelaide’s time finally arrived?

The boy who cried wolf

Australasia’s largest firms PLUS 2010 revenues revealed DEALS ROUNDUP

US, UK REPORTS

INDUSTRY ANALYSIS

APPOINTMENTS

CAPITAL MARKETS, M&A DATA

www.legalbusinessonline.com

IN THE FIRST PERSON

veryone, it seems, has an opinion or a hot tip to offer on which Australian firm will be the next to enter an international merger. Depending on who you talk to, Linklaters are already in advanced preparations to merge with Blake Dawson, while Clifford Chance are in the final stages of due diligence prior to surfacing in Sydney. Of course, these market rumours are often little more than the conjecture of over-active minds, based on the most innocent of stimuli. It is clear, for example, that certain senior luminaries from Linklaters did visit Sydney earlier this year. The ostensible reason was an alumni and relationship-building function. The Linklaters folk may or may not have broached the subject of a merger while on Australian soil. In the current environment it hardly mattered. As far as the market rumour mill was concerned, Linklaters Australia was a done deal. The media has had its own role to play. Industry and mainstream publications alike have, from time to time, shown a touching naivety in their failure to distinguish between casual talks on the subject of mergers and actual merger plans. Less forgivable is that certain merger hares may have been set running by journalists themselves – although it is true that the tight-knit legal community needs no assistance in formulating and propagating rumours! The result is a situation where any merger rumour should now be regarded as suspect until proven otherwise. The – somewhat unfortunate – result is that genuine inside information becomes the proverbial baby with the bath water, and is lost in the cacophony of misinformation. As a consequence, relationships between the media and law firms become strained. While there is no question that major industry changes are afoot, the art of predicting which parties will be involved remains an imprecise science.

“My sense is that only after international firms have organised themselves in trans-Atlantic mergers and made them work will they look further afield” John Weber, Minter Ellison (p10)

“When you face a challenging decision, it is important to allow time to work it through. It is also important, however, not to let it be put off to the never-never. You need to bring matters to a head and then make a decision” John Moore, Thynne & Macartney (p40)

“It finally appears that the muchhyped South Australian resources boom is finally having an impact in the Adelaide market” James Marshall, Johnson Winter & Slattery (p46)

Industry and mainstream publications alike have, from time to time, shown a touching naivety in their failure to distinguish between casual talks on the subject of mergers and actual merger plans

Australasian Legal Business ISSUE 8.7

contents >>

contents

ALB ISSUE 8.7 50

Australasia’s largest firms

42 46

COVER STORY 28 ALB30 Who has made this year’s list of Australasia’s largest 30 firms?

ANALYSIS 10 Trans-Atlantic mergers The real merger activity is taking place in the northern hemisphere, not in Australia 12 Gilbert + Tobin in Perth What’s Danny Gilbert up to now? 14 JWS in Brisbane Johnson Winter & Slattery’s new Brisbane office is a sign of optimism that Queensland’s resources sector will continue to ride high – but is that optimism being shared by local lawyers?

FEATURES 34 Environment Law The emissions trading scheme might be deferred, but environment practices are too busy to mourn 42 Office space ALB speaks with firms that have recently refurbished their offices on the philosophy behind modern office design 46 ALB Special Report: Adelaide 2010 Has Adelaide’s time finally arrived?

44 Compliance Businesses are building up their compliance regimes once more

PROFILES 38 ALB-LexisNexis Managing Partner series: John Moore, Thynne & Macartney John Moore speaks with ALB about collegiality, good governance and the evolving nature of mid-size firms 50 ALB-Kensington Swan In-house profile: Deborah Marris, ANZ Our 2010 ‘Australian In-house Lawyer of the Year’ speaks about her career and the challenges of the GC role in an expanding AsiaPacific operation

REGULARS 6 DEALS 16 NEWS • Allens Arthur Robinson ramps up Asia presence • Ex-Harmers boss launches new firm • Ambitious Corrs to expand “by at least a third” • Mills Oakley celebrates new office with a touch of rock’n’roll

• Watch out Hogan Lovells: new trans-Atlantic merger to proceed • Slater & Gordon targets aggrieved Basis investors • Carter Newell launches new product on iPad • New PCA arbitration agreement key to ‘steady but unspectacular’ growth

COLUMNS 21 16 19 24 54 55

In-house Q&A US Report UK Report Appointments M&A Deals data Capital Markets deals data

COMMENTARY 11 Employment law Sparke Helmore 23 New Zealand Buddle Findlay Copyright is reserved throughout. No part of this publication can be reproduced in whole or part without the express permission of the editor. Contributions are invited, but copies of work should be kept, as Australasian Legal Business can accept no responsibility for loss.

australasian legal business ISSUE 8.7

NEWS | deals >>

| PROJECT FINANCE |

deals in brief

►► KARARA IRON ORE PROJECT FINANCING A$1.38bn Firm: Clifford Chance Lead lawyers: Bruce Schulberg, Paul Wee Client: Chinese banks syndicate Firm: Mallesons Lead lawyer: Nicholas Creed Client: Chinese banks syndicate Firm: Norton Rose Lead lawyers: Ian McCubbin, Alen Pazin Client: Ansteel • Deal is one of Nicholas Creed the first Chinese Mallesons bank-funded project financings in Australia • Involved the financing of the Karara iron ore project by a syndicate of Chinese banks led by China Development Bank Corporation and Bank of China • Mallesons has advised a number of Chinese companies on their business dealings in Australia, including Aluminium Corporation of China’s approval to develop A$3bn bauxite/ aluminium project, the US$1.3bn financing of Sinosteel’s bid for Australian iron ore miner Midwest Corporation, and China Huaneng Group acquisition of 25.5% in the Monto Thermal Coal Project

| TELECOMMUNICATIONS | ►► TELSTRA–NATIONAL BROADBAND NETWORK ACCORD A$11bn Firm: Blake Dawson Lead lawyers: Bruce Macdonald, Tim Brookes Client: NBN Firm: Mallesons Lead lawyers: Neil Carabine, Renae Lattey, Luke Waterson, Justin

Neil Carabine Mallesons

Cherrington Client: Telstra • Definitive agreements between the parties still pending • Deal involves Telstra giving NBN access to some of its infrastructure; Telstra also receiving compensation for eventually shutting down its copper wire network and cable broadband network • Mallesons has provided advice on Telstra’s national broadband strategy since 2005, and will work closely with Telstra as it moves towards definitive agreements with NBN

• Norton Rose has advised longstanding client Ansteel on all of its material Australian activities, including original acquisition of its 36% interest in Gindalbie Metals Ltd, the development and incorporation of the Karara JV for the development of the Karara iron ore project and its involvement in Gindalbie’s capital raising in May

| EQUITY |

Firm: Mallesons Lead lawyer: David Eliakim Clients: Deutsche Bank, Goldman SachsJBWere, Macquarie Capital Advisers Firm: Sullivan & Cromwell Lead lawyers: Waldo Jones, Chris Beatty, Veer Bhavnagri Client: Valemus (Bilfinger) • Second-largest float since Myer IPO • Clayton Utz’s Stuart Byrne also advised on A$340m Kathmandu IPO, the A$2.3 bn Myer IPO and A$160m IPO of carsales.com • Recent deals for Mallesons equity markets team include Woodside’s A$2.5bn accelerated renounceable entitlement offer and NAB’s A$2bn placement EDITORIAL NOTE# At the time of printing, Bilfinger Berger has announced the postponement of the Valemus IPO

| M&A | ►► GMAC–SALE OF AUTO FINANCE PORTFOLIO A $1bn Firm: Corrs Chambers Westgarth Lead lawyer: Justin Fox Client: GMAC Firm: Clayton Utz Lead lawyers: Kate Jordan, Toby Ryston-Pratt Client: Macquarie Bank Firm: Mallesons Client: syndication banks • Macquarie Bank Ltd has acquired a portfolio of auto finance assets worth approx A$1bn from GMAC Australia

Justin Fox

►► VALEMUS IPO

• Portfolio is made Corrs up of loans and leases on approx 60,000 cars

Firm: Clayton Utz Lead lawyer: Stuart Byrne Client: Valemus (Bilfinger)

• Corrs Chambers Westgarth advised GMAC on all aspects of the transaction, including unwinding of securitisation structures which

A$1.3bn

Australasian Legal Business ISSUE 8.7

NEWS | deals >>

www.legalbusinessonline.com

NEWS | deals >>

financed part of the book • Macquarie Bank is longstanding client of Clayton Utz

| PROJECT FINANCE | ►► REFINANCING OF 1 SHELLEY STREET A$158m Firm: Mallesons Lead lawyers: John Canning, Felicity Savage Client: HSBC Firm: Minter Ellison Client: Brookfield Multiplex • Deal involved refinancing of project at Sydney’s King Street Wharf and was completed in three days • Mallesons advised HSBC on a number of other matters, including the non-recourse project financing to Roaring 40s for the construction and commissioning of a wind farm in India, the S$296m IPO of MacarthurCook Industrial REIT, where HSBC was an underwriter • Minter Ellison has advised fullservice client Brookfield Multiplex for more than 15 years across a broad range of areas including corporate, financing, property, tax and construction, and on the development of new headquarters for KPMG, Macquarie Bank and American Express in Sydney

| SECURITISATION |

• First RMBS transaction in New Zealand since GFC

| ENERGY & RESOURCES |

| M&A |

• Deal involved NZ$100m RMBS arranged and lead managed by Westpac Banking Corporation

►► CONQUEST MINING BID– NORTH QUEENSLAND METALS

►► INTEGRAL PURCHASE OF AXON COMPUTER SYSTEMS Undisc

• Minter Ellison Rudd Watts has a long-established relationship with WBC

“The NZF Group transaction was a market milestone. We are hopeful that there will be an increased number of RMBS transactions in the NZ market with investor demand increasing. As always, the quality of underlying products will be crucial” Tom Fail, Minter Ellison Rudd Watts

A$58m Firm: McCullough Robertson Lead lawyer: Derek Pocock Client: North Queensland Metals

Firm: Kensington Swan Lead lawyer: Nicholas Scott Client: Integral Technology Group

Firm: Allens Arthur Robinson Lead lawyers: Guy Alexander, Andrew Wong Client: Conquest Mining

Firm: Chapman Tripp Lead lawyer: Bruce McClintock Client: Axon

• West Australian-based Conquest Mining has made an off-market takeover bid for metals explorer North Queensland Metals (NQM) in a bid which values NQM at around A$58m • AAR previously advised Conquest chairman Jake Klein and his team on 2009 Sino $A2.2 bn merger with Eldorado Gold, when Klien and his team were at Sino Gold • McCullough Robertson has advised North Queensland Metals since 2007 on a range of commercial and corporate transactions, including acquisition and capital raising of Pajingo gold mine, and Derek Pocock unincorporated McCullough JV with Robertson Heemskirk Resources

• Integral purchased all shares in Axon Computer Systems, deal created New Zealand’s largest locally-owned, independent, privately-held IT services operation

Bruce McClintock Chapman Tripp

| M&A | ►► 7-ELEVEN PURCHASE OF MOBIL OUTLETS Undisc ►► Firm: Blake Dawson Lead lawyers: Peter Stirling, Jonathan Ross, Tim Washington Client: ExxonMobil Firm: Middletons Client: ExxonMobil Firm: Minter Ellison

►► NZF GROUP RMBS NZ$100m

Firm: Bell Gully Lead lawyer: Katie Carson Client: New Zealand Guardian Trust Firm: Mayne Wetherell Lead lawyers: Mei Nah, Rochelle Cookson Client: NZF Group Firm: Minter Ellison Rudd Watts Lead lawyers: Tom Fail, Marie Kissick Client: Westpac Firm: Russell McVeagh Lead lawyers: Ross Pennington, Deemple Budhia Client: Public Trust

Australasian Legal Business ISSUE 8.7

NEWS | deals >>

Lead lawyer: Marcus Best Client: 7-Eleven • Convenience store operator 7-Eleven Stores Peter Stirling purchased 295 Blake Dawson company-owned or leased service stations and convenience stores from Mobil. Transaction followed ACCC’s opposition to the proposed sale of the same service stations to Caltex • 7-Eleven Stores is a longstanding client of Minter Ellison in Australia, receiving advice on a broad range of corporate and day-to-day operational matters

►► YOUR MONTH AT A GLANCE Firm

Jurisdiction

Deal name

A$m Practice

AAR

Aus

Vale stake acquisition in Belvedere JV

Aus

Conquest Mining bid for North Queensland Metals

Allen & Overy

Aus, Japan

AVJennings–Sekisui contract building division sale

18.5

M&A

Baker & McKenzie

Aus

Vale stake acquisition in Belvedere Joint Venture

105

Bell Gully

NZF Group RMBS

Blake Dawson

Aus

Telstra–National Broadband Network accord

Aus

7-11 purchase of Mobil outlets

n/a M&A

Chapman Tripp

Integral purchase of Axon Computer Systems

n/a M&A

Clayton Utz

Aus

Valemus IPO

1,300 Equity

Aus

GMAC sale of auto finance portfolio

1,000

M&A

Aus

Tiger Resources share placement

Equity

105

58 Energy & resources

81 Securitisation 11,000

Telecommunications

• Minters has previous experience in similar transaction when it advised Coles Myer on a commercial alliance with Shell

Clifford Chance

Aus, China, UK

Karara iron ore project financing

1,380

Project finance

• Blake Dawson acted for Mobil on the previous transaction involving Caltex

Corrs Chambers Westgarth

Aus

GMAC sale of auto finance portfolio

1,000

M&A

Aus, Japan

AVJennings–Sekisui contract building division sale

18.5

M&A

DLA Phillips Fox

Aus, China

China Magnesium Corporation IPO

28 Equity

Kensington Swan

Integral purchase of Axon Computer Systems

n/a M&A

Mallesons

Aus

Telstra–National Broadband Network accord

Aus, China, UK

Karara iron ore project financing

1,380

Aus

Valemus IPO

1,300 Equity

Aus

GMAC sale of auto finance portfolio

1,000 M&A

Aus

Refinancing of 1 Shelley Street

Mayne Wetherell

NZF Group RMBS

Norton Rose

Aus, China, UK

Karara iron ore project financing

McCullough Robertson

Aus

Vale stake acquisition in Belvedere JV

Aus

Conquest Mining bid for North Queensland Metals

58 Energy & resources

Middletons

Aus

7-11 purchase of Mobil outlets

n/a M&A

Minter Ellison

Aus

Refinancing of 1 Shelley Street

158 Project finance

Aus

7-11 purchase of Mobil outlets

n/a M&A

Aus, Japan

AVJennings–Sekisui contract building division sale

Minter Ellison Rudd Watts

NZF Group RMBS

Morgan Lewis

Aus, Japan

AVJennings–Sekisui contract building division sale

Russell McVeagh

NZF Group RMBS

81 Securitisation

Simpson Grierson

Tasman Farms capital raising

10 Debt

Sullivan & Cromwell

Aus, US

Valemus IPO

| M&A | ►► AVJENNINGS–SEKISUI CONTRACT BUILDING DIVISION SALE A$18.5m Firm: Corrs Chambers Westgarth Lead lawyer: Simon Morris Client: AVJennings Firm: Minter Ellison Lead lawyers: Martin Bennett, Virginia Briggs, Nicole Green, Stewart Robertson Client: Sekisui House Firm: Morgan Lewis Client: Sekisui House Firm: Allen & Overy (Japan) Client: Sekisui House • Deal involved sale of AVJennings’ contract building division to Japanese listed company Sekisui House • Minter Ellison advised Sekisui House on the establishment of its operations in Australia, also advised Sekisui on its 2009 acquisition of key residential housing development projects at Wentworth Point (NSW), Camden Hills (NSW) and Ripley Valley (Qld) • Transaction is conditional on approval of FIRB with an expected completion date of July 2010

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11,000

Telecommunications Project finance

158 Project finance 81 Securitisation 1,380 105

Project finance JV

18.5 M&A 81 Securitisation 18.5 M&A

1,300 Equity

Does your firm’s deal information appear in this table? Please contact

alb@keymedia.com.au

61 2 8437 4700

NEWS | analysis >>

news in brief >>

ANALYSIS >>

MCCULLOUGH ROBERTSON CLIENT GETS A ROCKET McCullough Robertson has advised on the assembly of an A$14m international consortium to fuel the University of Queensland’s (UQ’s) scramjet rocket research. Seen as potentially opening up space travel for tourism, scramjets are air-breathing engines capable of travelling at hypersonic speeds greater than Mach 5. The UQ-led consortium plans to test scramjet concepts at record speeds of more than 17,000 kilometres per hour. McCullough Robertson IP partner David Downie said that the transaction, which spanned international contracts and IP law, required “tough negotiations at odd hours of the day and night”. The international consortium will contribute A$9 million of funding following an initial A$5m grant from the Australian Space Research Program. NEW-LOOK MINING TAX MAY UNLOCK M&A Julia Gillard’s new-look Minerals Resources Rent Tax could help unlock M&A deals previously put on hold, says Freehills partner Tony Damian. “While there was uncertainty in the market because of the proposed mining tax, the changes made to that tax will help to unlock some deals,” said Damian. “While there is no doubt there are a range of details missing from the new tax, this version of the tax compared to the previous version is much better,” he added. The MRRT was announced with surprisingly little demur from the mining industry, leading many commentators to suggest that the actual terms of the tax will be far more favourable to the industry than initially conceded by the government. A&O LAUNCHES IN INDONESIA WITH FORMER BAKERS PARTNER How do you launch a new office in a market where Clayton Utz isn’t there to help you? A&O answered that question last month in Indonesia when it formed an Indonesia presence to target Islamic finance and energy & resources work, with the help of a former lawyer from Hadiputranto Hadinoto & Partners (HHP) – Baker & McKenzie’s Indonesia alliance firm. The firm has sealed an association with the law firm of Daniel Ginting, a former energy & infrastructure projects partner at HHP. The office is situated near the Indonesian Stock Exchange, and will link up with A&O’s recently launched Doha office, which is also targeting Islamic finance work.

The real North face Talks of Australian law firm mergers may be continuing to simmer, but the real action is happening in the Northern hemisphere

arlier this year, when UK firm Lovells and US firm Hogan & Hartson implemented the first major trans-Atlantic law firm merger, Australian firms were not particularly surprised. This was the paradigm shift they had been expecting for some time – and they were not anticipating a corresponding groundswell of interest in the Australian market. “My sense is that only after [international firms] have organised themselves in trans-Atlantic mergers

and made them work will they look further afield,” Minter Ellison CEP John Weber told ALB in January this year. “As important as the [Australian] market is to us, at the end of the day it’s only [a small part] of the world’s economy. David Fagan of Clayton Utz was another who thought that the Hogan Lovells merger sent a message about the priorities of international firms. “There’s no doubt that over a period of time there’s likely to be more linkages into the Australian market from Australasian Legal Business ISSUE 8.7

NEWS | analysis >>

“My sense is that only after [international firms] have organised themselves in trans-Atlantic mergers and made them work will they look further afield" JOHN WEBER, MINTER ELLISON

international firms, but I think what this merger’s showing is that for the big US and UK firms, the trans-Atlantic merger is the key merger they want,” he observed. Yet the shock arrival of Allen & Overy in Australia in February drew the focus back onto the local market. Who would A&O raid next? Who would be the next Magic Circle firm to move 'down under'? And did we really believe that the Mallesons-Clifford Chance merger was dead? Magic Circle paranoia took hold and the trans-Atlantic disappeared from the news agenda. Six months later, it remains noteworthy that all the merger action has been seen across the Atlantic – and not in Australia. Hogan Lovells have implemented their 2,000 lawyer, 40-office merger. The partnerships of London-based Denton Wilde Sapte and Chicago-based Sonnenschein Nath & Rosenthal have recently voted in favour of their own merger, to be known as SNR Denton and to be launched on 30 September with over 1,400 lawyers across 18 countries. In June UK firm Simmons & Simmons and US counterpart Mayer Brown (known as Mayer Brown JSM in Asia) confirmed that they were also investigating a possible tie-up, with the combined firm having over 2,400 lawyers and achieving a similar scale to the mammoth Hogan Lovells operation. As ALB was going to press the firms released a statement indicating that they would discontinue the talks. Notably, the statement highlighted compatibility issues rather than any aversion to a merger, per se. In short, while merger talks in Australia seem to be permanently stuck at the “speculative” stage, very real steps are being taken in the northern hemisphere towards a global paradigm shift in the legal services market. Once these new paradigms have settled into place, Australasian firms may well be next on the hit list. If the old adage of ‘no smoke without fire’ is true, perhaps some negotiations with Australian firms have already begun, although certain prospective mergers such as Mallesons and Clifford Chance appear to be all smoke and no fire. The next major merger may well involve an Australian party – but one suspects that this will simply be an adjunct to broader trans-Atlantic manoeuvres. ALB ►► TRANS-ATLANTIC MERGERS: THE STORY SO FAR New firms

Firms

Lawyers

Revenues (est US$)

Status

Hogan Lovells

Lovells/Hogan & Hartson

2,500

1.8bn

Merger implemented May 2010

SNR Denton

Denton Wilde Sapte/ Sonnenschein Nath & Rosenthal

1,400

752m

Merger to take effect from end of September 2010

Simmons & Simmons/ Mayer Brown

2,400

1.5bn

Still in discussions

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UPDATE >>

Employment Law OHS RISKS ADDRESSED WITH DRUG AND ALCOHOL TESTING

mployers and controllers of a workplace have a duty to take reasonable steps to address health and safety. One of the many tools that may be utilised is an appropriate drug and alcohol policy and testing procedures. It is important to conduct a risk assessment and a consultation process to evaluate appropriate policies and procedures that best suit your particular work environment. In the matter of Doug Smith v BHP Billiton Petroleum Pty Ltd, the court held that the termination of employment was appropriate following his failure of an alcohol test.

The facts Doug Smith commenced employment with BHP on 15 November 2000 as an operator aboard a floating production storage and off-take facility (FPSO). On 1 July 2008, BHP introduced a drug and alcohol policy. The policy provided that the threshold for recording a positive test result for breath alcohol was 0.02% or greater for the initial test, and 0.04% or greater for the confirmation test. A positive drug or alcohol test could result in termination of employment. Further, an employee assistance program was available which allowed employees to come forward for rehabilitation treatment without risk to themselves or others, or risk of termination. At 10:37am on 27 October 2009, after returning from sick leave, Smith was breath-tested at the heliport and returned a reading of 0.05. At 10:53am he was again breath-tested and the confirmation test returned a reading of 0.046. Smith was advised on 26 October 2009 that he would be breathalysed prior to boarding the helicopter to fly to the FPSO. An investigation was undertaken and, following a number of meetings, Smith’s employment was terminated. The platform where Smith had been working was due to close the following month and voluntary redundancies were to be offered. Smith contested that his termination had been unreasonable in the circumstances.

Safety policies The court held that BHP appeared to have decided it was not prepared to compromise its safety policies because of personal consequences, and that approach was not outside the band of reasonableness or harshness. The crucial point was that Smith knew of those policies and that he would be breath-tested prior to boarding the helicopter.

Lessons learnt Your safety management system should include a drug and alcohol policy and testing procedure that is suitable to your particular work environment. Where an appropriate drug and alcohol policy and testing procedure has been implemented through your worksite consultation process, there is a real chance that the courts will accept the policy and procedure as appropriate steps in ensuring safety at the workplace.

Greg McCann, partner, Sparke Helmore For further information please contact greg.mccann@sparke.com.au

Greg McCann

NEWS | analysis >>

ANALYSIS >>

Danny Gilbert, Gilbert + Tobin

Catching a Crabb

ALB examines the implications of Gilbert + Tobin’s alliance with Perth firm Blakiston & Crabb

s there an Australian law firm more eagerly watched and commented upon than Gilbert + Tobin? Led by the wily Danny Gilbert, the firm has been one of the very few mid-size players to establish a place in the top tier, poaching liberally from the “big six” along the way. As Gilbert himself conceded in an interview last year, part of the firm’s success has been due to luck – its inception and development in the 1990s coincided fortuitously with a sudden flowering of new opportunities in the evolving telecommunications space – but with that good luck came no small measure of good management. An associate relationship with China’s King & Wood, a new Melbourne office and successfully wooing Telstra’s Will Irving with an alternative fee agreement are some of the recent highlights of the G+T journey. Now the firm has initiated a new associate firm relationship with Perth’s Blakiston & Crabb. While bromides such as “natural fit’ and “synergy” should be used with caution, this may be one relationship where they are particularly apt – given the union between G+T’s corporate and finance expertise and Blakiston’s strong reputation in the resources space. The 12

association with Michael Blakiston is likely to open doors for G+T in the notoriously parochial Perth market, while Blakiston in turn will benefit from exposure to clients outside of Perth – perhaps even Chinese clients through the King + Wood association. There has been speculation that the move is the first step in what might eventually be the establishment of a permanent G+T office in Perth. However Danny Gilbert said there were no definite plans at present but the firm was not adverse to the idea. “We are always looking for opportunities. There is a strong possibility at some point we’ll have a presence in Perth.” Gilbert said that the timeframe for this to occur would be “probably in the next couple of years” and no decision had been made on the exact form of the office. “Whether we do it separately or jointly [with Blakiston & Crabb], we’ll see. Our preference is to do something with them – we’ll see how it goes,” he said. In the meantime the Perth firm will benefit from an increased depth and access to G+T’s ‘back of house’ resources, such as marketing and IT. “Both Gilbert + Tobin and Blakiston & Crabb have similar cultures and share

a similar history. We are both generation-one firms, so we understand what clients require from their legal advisors,” Blakiston said. The firms also share something Michael Blakiston, else in common: both are Blakiston & Crabb synonymous (or should that be eponymous?) with their highly respected and strategically focussed managing partners. There is a fruitful line of speculation as to where both firms are headed in the longer term, following the retirement of their title partners. In particular, there is no shortage of theories circulating about Gilbert + Tobin – one particularly persistent rumour being that Danny Gilbert is secretly engineering a merger with one of the “big six” before disappearing into retirement. Yet he said there was no substance to such rumours and he intended to remain in action for the foreseeable future. “I’m not retiring. I have thought [of retirement] but it’s not on the agenda at the moment,” he said. Gilbert was also bemused by the merger rumours and said the firm was not involved in any “serious” negotiations. “If [the big six] have got Australasian Legal Business ISSUE 8.7

NEWS | analysis >>

STRESS MANAGEMENT >>

Universal an offer to make to me, they haven’t made it,” he said. “Let me say this – I’ve had lunch or a cup of coffee with nearly every major firm in the country at some point, about whether they would like to get together with us. It’s never gone further than that.” That seems to imply that G+T is seeking a merger, but Gilbert said this was an overstatement. “I’m open to everything but I would take a lot of persuasion and it would have to be on terms that probably would not be acceptable to any of the major firms,” he said. “In part, that’s because we don’t want to do it. For us to do this it would have be an extraordinarily good deal for us – and we don’t need to do it.”

“Both Gilbert + Tobin and Blakiston & Crabb have similar cultures and share a similar history. We are both generation-one firms so we understand what clients require from their legal advisors" MICHAEL BLAKISTON, BLAKISTON & CRABB

Perth to the fore

Many lawyers are seeing the G+T move as a vote of confidence in Perth – the second such endorsement following the arrival of international firm Allen & Overy earlier this year. “If you are a Sydney-based firm and you want to provide national coverage to your clients, you have to have a presence in Perth and you have to have a presence in natural resources, given where the economy and the clients are going,” said Cochrane Lishman Carson Luscombe partner Michael Lishman. Lishman said that Gilbert + Tobin had essentially followed the clients. “There are far more clients and senior people in Perth these days. BHP Billiton is building a 46 storey building in St Georges Terrace which they will fill with senior people. Oil and gas companies are also moving senior people to Perth. Chevron and Woodside have their own buildings here; Woodside and Wesfarmers are Michael Lishman, Cochrane Lishman headquartered here.” Carson Luscombe The association also has implications for the Perth market which already has seen Franklyn Legal recently merge with Middletons – although those lawyers subsequently moved on to Corrs. While an associate firm relationship does not raise the same issues of commercial conflict as a merger, the move does provide a distinguishing point for boutique firms such as Cochrane Lishman, which do not have any such links established. Perth lawyers have spoken of the “leakage” of work across to the east and there was some suggestion in February that the arrival of Allen & Overy would encourage clients to use local advisors. An association with an East Coast firm such as G+T would hardly be a step in that direction. Yet it is also true that the work which would flow to G+T is likely to have been done by lawyers on the East Coast in the ordinary course of events. ALB www.legalbusinessonline.com

Become stress free NOW Physical symptoms of Stress

hysical symptoms by dormant electromagnetic charges (unresolved past events) that are locked in the body. If these symptoms below are ignorned for a long period of time it can be a devastating outcome for any individual. However the body and mind are not separate entities any of the physical problems below may directly result from stress of business or personal life. Insomnia, anxiety,

Irregular heartbeat, palpitations

Back, shoulder or neck pain

Asthma or shortness of breath

Upset or acid stomach

Chest pain

Constipation, diarrhea

Sweaty palms or hands

Hair loss

Cold hands or feet

Muscle tension, cramps

Growth inhibition

Fatigue

Skin problems (hives, eczema, psoriasis, itching)

High blood pressure

Immune system suppression: more colds, flu, infections

Increased arguments

Road rage

Isolation from social activities

Domestic or workplace violence

Conflict with co-workers or employers

Overreactions

Frequent job changes If you have any of these symptoms above you can implement the 3 keys to a calm and peaceful and happy life. • Health through Superfoods - without putting the right fuel in the body it will not perform at its highest level. The best information on your individual food intake must be gaged by trial and error of what your body likes or dislikes as far as functioning is concerned all the way to the level of the bowls. Adding superfoods to your diet and researching food will begin to give you back the energy you need to rebalance the body. Find out how to listen to what your body needs not what others think you should eat.(No health ~ No life). • Power of Observation - Learn how to Observe the movie before you instead of react to any dramatic event that arises. Become Proactive instead of Re-active. You will need to learn how to stay in control of any given situation, keeping emotion out of the picture and leaving you with a positive outcome in any high pressure situation or circumstance. This teaching is also the way to clear unwanted repetitive cycles on a cellular level. Here you will find the connection between the Mind and the Body/Mind. • Mastery over the Mind - Obtaining a balanced mind is the key to long term success. You need to learn how to take time out. Learn how to quiet the constant chatter of thoughts through meditation. You will come to understand why the mind rolls into the past and the future and why it tries to avoid the present moment. You will also find out why a busy mind drains your energy, ages you and leaves you feeling tired and drained. A balanced mind will enable you to observe instead of react. When you achieve this life begins to change direction and freedom peace and happiness become possible for any individual who is ready for lasting change. For further details on stress management go to www.granthilton.com

Grant Hilton

NEWS | analysis >>

ANALYSIS >>

JWS sees Brisbane shine through tax cloud Johnson Winter & Slattery’s new Brisbane office is a sign of optimism that Queensland’s resources sector will continue to ride high – but is that optimism being shared by local lawyers?

he partnership at Johnson Winter & Slattery (JWS) will welcome Julia Gillard’s rise to power in Canberra – and not just because both the firm and the new Prime Minister have grown out of Adelaide to become successful players on a national stage. JWS launched a new office in Brisbane in June, and the firm is now facing what managing partner Peter Slattery calls “a reasonably sized practice development exercise”. In other words, time, investment and hard work in developing a competitive local presence built primarily around the firm-wide core strength: energy and resources. This effort will not be made any easier by continued uncertainty surrounding the proposed Resources Super Profits Tax (RSPT). ALB interviewed Slattery prior to Gillard’s 14

leadership coup and he expressed concern over the tax’s effect then. “The tax as originally announced will certainly have an impact on a segment of our client Peter Slattery, base,” he said. “The Johnson Winter uncertainty that clouds Slattery the issue at the moment is of the greatest concern – in the grand scheme of things we are a very small player, so we just hope that good sense prevails.” Though dismissed as scaremongering by unions, a Queensland Resources Council (QRC) survey of members in June found the mining tax could see A$25bn in planned investments scrapped. This amounts to half of all the proposed expansions and start-ups in the state, making the flow-on effect

for law firms very real, according to McCullough Robertson resources head Damien Clarke. “The super profits tax will have some impact on decisionmaking,” he said. If the tax is introduced without amendment Clarke argues it will dampen activity in the sector, and that inbound investment in particular will not be as fluid. Damien CLarke, McCullough Brisbane-based Robertson Clayton Utz partner Keira Brennan has already noticed the investment sentiment shift. She said the firm no longer receives phone calls from hopeful Indian and Chinese investors prospecting for mining assets. While existing project and M&A work continues – not having reached the investment decision-making point – new investors are being cautious amid uncertain. Now Gillard has reopened negotiations with the nation’s miners over the finer details of the RSPT, abandoning former Prime Minister Kevin Rudd’s “crash through or crash” approach, the outlook for Brisbane law firms in the sector will improve. If some measure of certainty is reached around the new tax, JWS will get the chance to focus on the business at hand – taking on a highly competitive market. This will be no ►► QUICK FACTS: JOHNSON WINTER & SLATTERY’S YEARS OF EXPANSION Office

Opened

Sydney

April 2004

Melbourne

September 2004

Perth

February 2008

Brisbane

June 2010 Australasian Legal Business ISSUE 8.7

NEWS | analysis >>

“Our projects lawyers have been making forays into Queensland for some time, but there is a limit on how far you can taken that practice without a local presence" PETER SLATTERY, JWS

small challenge, as Slattery admits. “It is obviously a mature legal market, and from everything I can see, it is well-serviced.” However, the firm has been successful opening offices across the nation in recent years, expanding out of Adelaide first into Sydney and Melbourne, then into Perth in 2008. In Brisbane, the firm will leverage work for key client Origin Energy on the Gladstone LNG Project, and target growth in major projects, property and litigation. “It’s a case of putting ourselves in a position

www.legalbusinessonline.com

where we are better able to pursue those opportunities that we think will become available,” Slattery said. “Our projects lawyers have been making forays into Queensland for some time, but there is a limit on how far you can take that practice without a local presence.” Slattery said the key to Brisbane success will be the firm’s model, which offers clients a low leverage, partnerled approach to top-end work. Three of those staff are already in place: partner Gordon Radford, who has flown in from the firm’s Adelaide head office; special counsel Paul Kasmer, a banking and finance lawyer formerly of Freehills; and ex-Mallesons lawyer David Colenso, a partner with a property and infrastructure bent. “In the practice areas we are focusing on, we offer relevant expertise and effective practitioners, working with a low leverage approach to yield a highvalue outcome,” Slattery said. The firm will need to leverage heavily off its existing offices and

client base if it is to be as successful in Brisbane as it has been in other state capitals. Clarke said the market is “well serviced, with all major law firms here Keira Brennan, in a significant way”, as Clayton Utz well as having “strong local firms. To break into the Queensland market will be a bit of a challenge,” he said. However Clayton Utz’s Brennan argues that growth in the sector in Brisbane allows room for new players while extra top-end lawyers will ease the problem of conflict – which is often the case in Brisbane when it comes to bigger deals and projects. Yet Slattery is confident the venture will be successful for JWS. “It’s a welltried and tested business model, and it has its place, particularly for major businesses on complex, non-routine legal matters,” he said. “It’s not a onesize-fits-all approach, but it will be attractive for certain clients.” ALB

NEWS >>

AUSTRALIA >>

us report Pro bono goes global at White & Case White & Case has sought to make managing probono programs in each of its offices more efficient by launching a global practice. The new globalised practice will focus on human rights, promoting good governance and the rule of law, and supporting organisations with a social or environmental vocation. White & Case said that pro bono service is a core value and a branddefining asset for the firm. “Establishing a global pro bono practice allows us to better manage our global pro bono activity and improve the support we give to our lawyers engaged in pro bono activity,” said Chairman Hugh Verrier Alternative fees here to stay for US firms Alternative fee arrangements and competition over pricing are likely to be permanent features of a new US law firm business model, according to a survey by consultants Altman Weil. More than 95% of surveyed law firms indicated they now offer AFAs in response to cost-conscious clients, and a majority said this trend will continue. In addition, the report indicated that attaining partnership in US firms will be more difficult for associates – 50% of firms said they would make fewer offers this year. Summer programs for associates will also shrink – more than half of the firms said they would cut back placements. “The primary impact on law firms of the recent recession will be a

greater focus on efficiency and productivity driven by client demands for cost control,” said Tom Clay, an Altman Weil principal. “But most firms are still in the early stages of figuring out how to successfully institutionalise those changes in their organisations.” US lawyer takes charge of BP’s US$20bn fund Kenneth Feinberg, the founder of prominent US litigation law firm Feinberg Rozen, has been appointed by the White House to administer a US$20bn fund established by BP to compensate victims of the Gulf of Mexico oil spill. Feinberg has stepped down from his role as the US government’s “Pay Czar,” where he was responsible for monitoring the pay packets of financial institutions bailed out by the US government, to take up the new role. The veteran lawyer – who is also widely known for his role in administering the September 11 victim’s compensation fund – will oversee the distribution of the funds, including compensating victims, clean-up costs, lawsuits and other spills. US legal jobs grow The US legal market gained 300 jobs between April and May 2010, according to the US Bureau of Labor statistics, which is growth of 0.3%. However since March the legal industry has lost 400 jobs, and since May last year more than 22,000 in total.

Ambitious Corrs to expand “by at least a third”

orrs Chambers Westgarth has flagged its intentions to expand “by at least a third” through internal promotions and lateral recruitments over the next five years. The firm revealed this strategy in a statement announcing the appointment of four new partners: Bruce Adkins (energy & resources, Brisbane), Joseph Barbaro (construction, Melbourne), Spencer Flay (construction, Perth) and Jeremy Horwood (corporate advisory, Brisbane) Corrs has now appointed ten new partners this year. However, figures from the annual ALB 30 survey reveal that the firm’s partnership has shrunk marginally over the past 12 months, from 116 partners down to 110. In light of chief executive officer John Denton’s well-known desire to challenge the “big six” hegemony, Corrs has been seen by many as a likely prospect for an international merger, but Denton himself has recently ruled out that option. ALB ARBITRATION >>

New PCA arbitration

A ROUNDUP

• Pillsbury has hired 14 lawyers from Nixon Peabody’s New York office, including Nixon’s head of global finance, Mats Carlston, who will now head Pillsbury’s leveraged finance practice • Baker & McKenzie has informed 11 new associates who were to join the firm’s New York office this year that they can no longer “accommodate” their placements. “We regret having to make this decision, but unfortunately the work required for these individuals has not materialised,” B&M said • Blank Rome has boosted its Washington DC and LA offices by appointing two partners and two ofcounsel, who join the firm from K&L Gates and LeClairRyan respectively • Orrick New York-based litigation partner Edward Joyce has joined Jones Day as a partner in its insurance recovery practice • White & Case has lost another partner in New York after partner Stuart Caplan moved to join Sonnenschein’s global energy practice • Dechert will overhaul its management structure next year, as current CEO and chairman Barton Winokur is retiring. Current vice chairman Daniel O’Donnell will become CEO and Andrew Levander chairman by mid-2011. • Perkins Coie has opened its fourth office in California, in San Diego and added four IP partners

ustralian law firms are unlikely to see a rush of international arbitration work coming into the country, despite the recent formal cooperation agreement between the Australian Centre for International Commercial Arbitration and the Permanent Court of Arbitration. According to Mallesons Stephen Jaques partner Max Bonnell, who was present at the PCA/ACICA signing in Rio de Janeiro, the flow of international arbitration work to Australia is expected to grow steadily over the next few years, but “unspectacularly”. “[The cooperation] is unlikely to generate a great deal of extra work in a tangible sense, but it will increase the confidence people have in Australia as a location for international arbitration disputes to be heard,” Bonnell said. Australasian Legal Business ISSUE 8.7

NEWS >>

ASIA >>

Allens Arthur Robinson ramps up its Asia presence I

n a further sign that Australian firms are re-examining their Asia operations with renewed interest, AAR has poached Clifford Chance asset finance partner Rod Howell and has transferred two other partners to its Singapore office. The relocated partners are Sydney-based insurance & reinsurance partner Matthew Skinner and Perth-based energy & resources partner Darren Murphy. Both partners will use the Singapore base to build their respective practices; Skinner heading a South-East Asian dispute resolution practice and Murphy working on regional infrastructure projects. Singapore office head Robert Clarke said that the firm’s strategy is based on South-East Asia’s swifter recovery from the financial crisis. “It’s important to us that we continue to

build a strong presence in Singapore given its role as a growing financial, insurance and arbitration hub for South-East Asia,” he said. Allens operates in Singapore – where its South-East Asia practice is based

– through a joint venture with local firm TSMP, but works in a separate office. Clarke has reportedly ruled out applying for a local practicing license and said that the joint vebture would continue. ALB

agreement is key to ‘steady but unspectacular’ growth The key is promoting the visibility of ACICA and letting the broader international arbitration community know that this type of work is being done in Australia. The agreement places Australia in a good position to compete for commercial arbitration

going to get a vast number of disputes coming from New Zealand so we have to try to make up for that by being seen as an efficient, attractive venue for arbitration, which has the support of a solid, reliable legal system and a good pool of legal talent,” Bonnell said.

“It will increase the confidence people have in Australia as a location for international arbitration disputes to be heard” MAX BONNELL, MALLESONS STEPHEN JAQUES disputes work against well-established international arbitration hubs such as Hong Kong and Singapore. Yet Australia is not located close to the growing economies of China and India, a major source of international arbitration disputes. “Australia is not www.legalbusinessonline.com

Despite concerns surrounding Australia’s ability to attract international arbitration disputes away from established centres, Mallesons Hong Kong partner David Bateson says the new agreement will bring global business opportunities to Australia.

“International arbitration is one of the fastest legal growth areas due to an increase in the number of cross-border disputes and a necessity to avoid the courts in many David Bateson, developing countries,” he Mallesons said.“In Australia, the fact that we are a major exporter of raw materials and attract significant foreign investment in resources means that arbitration law and practice, including the role of the ACICA, is becoming increasingly important.” The cooperation also paves the way for a wider agreement between the PCA and the Australian government. Negotiations for Australia to be a host country for PCA-administered arbitrations are still underway. ALB 17

NEWS >>

news in brief >>

INDUSTRY >>

BAKERS, CORRS, MADDOCKS WIN FAIR AND FLEXIBLE EMPLOYER RECOGNITION AWARD Baker & McKenzie, Corrs Chambers Westgarth and Maddocks have been awarded the ‘Fair and Flexible Employer Recognition Award 2010-2011’ by the Victorian Government’s Working Families Council (WFC). This award acknowledges employers that have developed innovative programs and practices that improve work and family balance for their employees. The Award was presented at a ceremony last month to representatives of the firms by the Hon Martin Pakula MP, Minister for Industrial Relations. BRODERICK CALLS FOR AFFIRMATIVE ACTION Law firms are failing to promote on merit and should be subject to affirmative action measures to increase the representation of women in partnership ranks, according to Sex Discrimination Commissioner Elizabeth Broderick. Broderick said that “structural and systemic interventions” were needed “to ensure women can compete at the same level as men.” “It’s just clear that merit isn’t the basis on which people get to the top in law firms,” Broderick told The Australian. “The numbers speak for themselves if you assume merit is distributed equally. NORTON ROSE HELPS SICHUAN CHILDREN A hundred children in the earthquake-ravaged region of Guangyang City in Sichuan, China, have now been provided with a chance to be educated at the newly built Norton Rose Hope School. Construction began in 2009 following a funding agreement initiated by Norton Rose in July 2008. “We wanted to do everything we could to make sure the children and teachers in this region could make a fresh start following the trauma they suffered as a result of the earthquake,” said group CEO Peter Martyr. HYNES AMALGAMATES QLD OFFICES The Gold Coast office of Hynes Lawyers will be amalgamating with the firm’s Brisbane office. All Gold Coast Hynes Lawyers employees will be offered a transfer to the Brisbane office under the same conditions of employment, from December this year. Hynes said that the amalgamation had come from the convergence of a number of factors, primarily led by the continued growth of the firm into a very specialised legal practice. A much smaller office will operate at Southport.

Mills Oakley celebrates new office with a touch

aving moved into their new Collins Street office in March, Melbournebased firm Mills Oakley decided to mark the occasion with a staff and client celebration. At a function held last month in the new space, MC for the evening Julia Zemiro (of RocKwiz fame) welcomed Mills Oakley’s CEO, John

Nerurker, onto the stage. Nerurker, who hastened to reassure the assembled lawyers and clients that the firm was able to secure the larger offices through improved market conditions, rather than raising fees, said that the firm was delighted to have been named ‘ALB Melbourne Law Firm of

INDUSTRY >>

M+K moves into Apple Isle with Dobson

LB Fast 10 firm Macpherson + Kelley has announced a merger with respected Tasmanian firm Dobson Mitchell & Allport. The merger means that M+K will now have 115 lawyers, 41 of whom are principals, which is the firm’s partner equivalent. M+K grew revenues by 21% last year, largely through organic growth and the pursuit of the SME market. This merger is the latest step in a push by the firm to build a national presence. It already had offices in Sydney, Melbourne and Dandenong. National managing director Damian Paul said that there was no intentional

strategy behind the decision to move into Hobart, prior to tackling other centres such as Brisbane or Perth. “There’s no [strategy] in terms of the timing – these kinds of things have their own life and some arrangements come to fruition ahead of others,” Paul said. While the exact details of the merger remain confidential, it is understood that the Dobson Mitchell practice has been incorporated, with former partners becoming directors of the new company – which is in turn owned by the M+K group. Dobson Mitchell partners have received shares in the Australasian Legal Business ISSUE 8.7

NEWS >>

uk report Clifford Chance elects new London management Clifford Chance has appointed a new head of its London real estate practice, with partner Jonathan Solomon taking up the position until 2014. Solomon is taking over the role held by current charge Cliff McAuley who is retiring. The loss of McAuley, who heads up both the London and Global practices, will create two new positions, and the firm is to kick off the search for a new head of global real estate in September. The firm is also in the midst of talks to promote a new head of corporate in London, with partner Simon Tinkler widely believed to be taking up the position. Jeremy Sandelson, the firm’s current global head of litigation was also elevated to head the London litigation practice.

of rock’n’roll

Bakers grow London partnership Baker & McKenzie has made up seven London lawyers to partner, raising its total office partnership number to 87. The promotions have been made in corporate, disputes, pensions, intellectual property and EU, competition & trade.

In addition, the firm has appointed a new head of its six-partner London capital markets team, with partner Edward Bibko taking up the position, replacing partner Tom Philipp from the role. Philipp is staying at the firm. Before Bibko’s appointment, the firm gained Allen & Overy’s US corporate finance counsel, Adam Farlow as a partner in its London capital markets team. London office head Gary Senior’s tenure has also been extended for a third term. Firms reveal yearly financial results UK firms have begun announcing their revenue results from the 2009-2010 financial year. Maritime and transport specialist firm Ince & Co broke the £80m annual turnover for the first time this year, posting revenues of £86.3m for 2009-10, a growth of 8.7%. Turnover at Charles Russell dropped to £63.2m this financial year, from £69.5m in 2008-09. Herbert Smith was a rare breed this year, recording a slight increase in both profits per equity partner (up by 2% to £862,000) and revenues (up by 1.3% to £449.9m).

the Year’ for the second time in three years. “However despite our growth, we have no ambition to become a huge firm,” said Nerurker. “All our partners agree that we should remain focused on exceeding our clients’ expectations through legal excellence and superior client service.” ALB

Mitchell merger M+K group. Stephen Knight, Dobson Mitchell’s chairman of directors, said that the move was motivated by a desire to build a national reach. “The fact of the matter with modern business is that clients no longer conduct business just within one state. We have a lot of Tasmanian clients that conduct business transactions interstate and we have a lot of clients on the mainland that conduct business here as well,” he said. Like M+K, Dobson Mitchell has a strong SME client base but also undertakes a substantial amount of insurance litigation work, mostly derived from outside Tasmania. ALB www.legalbusinessonline.com

ROUNDUP

• Herbert Smith’s European ally Gleiss Lutz has merged with German boutique firm Rittstieg Rechtsanwaelte, and will gain a new Hamburg office through the acquisition. • Ashurst’s London head of corporate Adrian Clark is stepping down from the role in September this year. He is to be replaced by partner Stephen Lloyd who will take charge of a new globalised practice for the firm’s worldwide offices. In addition, corporate partner Simon Beddow will take over in a new position as European corporate managing partner. • In Germany, Magic Circle firms Freshfields and Clifford Chance have both announced new managing partners for their local offices – Freshfields promoting employments partner Klaus-Stefan Hohenstatt; and Clifford Chance electing corporate partner Andreas Dietzel.

NEWS >>

news in brief >> EX-ALLENS LAWYER KILLED IN CONGO Ex-Allens Arthur Robinson lawyer John Carr-Gregg was one of nine passengers killed in last month’s plane crash in the Republic of Congo. Carr-Gregg had been company secretary and general manager of corporate services at Sundance Resources. A corporate and commercial lawyer, Carr-Gregg had extensive experience in the resources industry and was at the firm between 1994-1997. CEOS SLEEP OUT FOR CHARITY The event may be the subject of much ironic comment, but the St Vincent de Paul Society’s CEO Sleepout at Sydney’s Luna Park raised over A$2.6m for Australia’s homeless. Participating in the event were several luminaries from the legal profession including Julie Levis of Clayton Utz, Grant Fuzi of Allen & Overy, Sharon Cook of Henry Davis York, Michael Rose of AAR and Nick Abrahams of Norton Rose. WOTTON + KEARNEY SIGNS UP FOR NEW PRACTICE MANAGEMENT SYSTEM In a sign that firms are beginning to reinvest in their technology and software, Wotton+Kearney has entered into an agreement to use the ADERANT* Expert practice management system. The package includes a new firm financial management system and a performance module, known as ClearView Performance, for advanced profitability analysis and reporting. The software will allow partners, practice group leaders, CFOs and other senior staff to assess whether they are operating according to plan and where they need improvement. Managing partner David Kearney said the ClearView module would allow the firm “to gain the strategic insight required to operate a growing firm and enable us to proactively provide clients with better access to data.”

*ADERANT is an ALB sponsor

RMBS TRANSACTIONS RETURN TO NZ Bell Gully, Mayne Wetherell, Minter Ellison Rudd Watts and Russell McVeagh have advised on a NZ$100m residential mortgage backed securitisation by NZF Group – a significant milestone in that the deal was the first RMBS transaction seen in the country since the GFC. “The NZF Group transaction was a market milestone. We are hopeful that there will be an increased number of RMBS transactions in the NZ market with investor demand increasing,” Minter Ellison Rudd Watts partner Tom Fail said. “As always, the quality of the underlying products will be crucial in getting future deals away.” Minter Ellison Rudd Watts advised lead manager Westpac on the deal, having had a long-established relationship with the bank for many years.

LITIGATION >>

Slater & Gordon targets aggrieved Basis investors

later & Gordon is garnering increased business investigating and prosecuting financial advisers for aggrieved retail investors impacted by the collapse of the Basis Yield Fund in 2007. The firm has entered into an agreement with an Australian litigation funder for the purpose of pursuing these and other claims against advisers. As with other class actions, the move will inevitably generate legal work for commercial law firms called upon to advise the companies against whom claims are made. While the firm refuses to name the allied litigation funder, Slater & Gordon litigation lawyer Mark Walter said he expects litigation funder involvement in claims relating to the failed hedge fund will “allow consumers to access justice” in disputes with advisers, over the possible negligence of Mark Walter, Slater & Gordon their financial advice. Walter said while he assumes other class action firms will be equally interested

in the increased work flowing from the collapse, he said Slater & Gordon has been among the most active, due to what he calls a long history of acting for consumers on investment matters and the firm’s willingness to pursue difficult claims. The firm has previously been involved in class actions for Storm Financial investors, and is currently pursuing further class actions against investment bank Goldman Sachs and stockbroker Bell Potter Securities. While the current Basis-related matters are being pursued individually, the firm has not ruled out a group approach. A determination from the Financial Ombudsman Service in September 2009 found that a financial planner had misrepresented a fund of Basis Capital, which offered the Basis Yield fund. The decision set a precedent for further legal action. Likely claims against financial advisers would include alleged breaches of retainer agreements with clients, engaging in negligent, misleading or deceptive conduct, and contravention of the consumer protection provisions of the Corporations Act. ALB

TECHNOLOGY >>

Carter Newell launches new product on iPad “The firm considered that a reference tool ... needed to be available on various platforms B risbane firm Carter Newell has come up with a novel way to transmit information to clients. The firm launched the 7th edition of its Australian Civil Liability Guide as an e-publication compatible with the iPad, iPhone and other mobile devices. CIO Kym Mellor explained the firm’s decision to pursue the new technology. “With more people relying on electronic devices to keep up to date and in contact, the firm considered that a reference tool in the current business environment needed to be available on various platforms to enable client access,” she said. “Whilst the iPad is a relatively new addition, the fact the publication can also be downloaded to other electronic

to enable client access” KYM MELLOR, CARTER NEWELL

devices satisfies the needs of clients to have information at their fingertips.” ALB

Australasian Legal Business ISSUE 8.7

NEWS >>

EMPLOYMENT LAW >>

Ex-Harmers boss launches new firm J

oydeep Hor, the former managing partner of Harmers Workplace Lawyers, has announced that he will be launching a new employment law specialist firm, to be known as People & Culture Strategies (PCS). The firm will initially have a team of nine lawyers and be based in Sydney, although further interstate acquisitions have been flagged. Hor said that 125 businesses had already moved their work to the new firm and that some of these included Hor’s longstanding bluechip corporate clients such as Mars, Cochlear and the Reserve Bank. Hor said that he expected that half of the new firm’s work would come from “non-traditional” legal work, which included training on topics such as bullying and Joydeep Hor, harassment in the workplace as well as broader PCS workplace strategy consulting. “Our value proposition is different in that we offer pricing models that are flexible and based on value billing, not the standard hourly rates. In this regard we have already seen significant interest in value-based retainer arrangements,” he said. He believes the change of leadership in the ALP will see workplace relations taking on even greater prominence in the coming federal election. Harmers is long recognised as a leader in the employment law space and the loss of Hor and his client base may precipitate a shake-up in the field. ALB

IN-HOUSE Q&A integrity legal

DEAN ALLRIGHT

Head of legal, global sourcing & technology

ANZ Bank

Why have in-house lawyers become an increasingly indispensable part of an organisation? The increasingly complex nature of business combined with the increasing volume and complexity of regulation means there is more scope than ever before for lawyers to play critical roles – whether they are in private practice or in-house. In private practice a significant amount of work over and above what one was able to record as billable units seemed to be required, to develop strong relationships with clients and to gain a real understanding of their business. Obviously, it is much easier to develop stronger client relationships and more intimate understandings of the business when you work for them, making it easier to provide advice. All of that said, I would hesitate to use the word “indispensable” to describe in-house lawyers who are rarely revenue-generating and who, as we have seen recently, are dispensable. Like any area of business which can be outsourced, we need to continue to demonstrate our value proposition if we are not to be knocked out by the pendulum that seems to swing between in-house teams on the one side, and reduced head count and briefing out on the other.

In recent times, the role of the general counsel has diversified into a multi faceted one, where the GC can wear the ‘hat’ of lawyer, legal manager, compliance manager, and company secretary. Has this increased your risk profile? Yes, without doubt. I was a very active – but accident-prone – child and I very quickly adopted a comforting phrase of my father’s as my own: “if you don’t do anything, nothing goes wrong.” In the context of broadening roles for in-house lawyers, one might express this slightly differently: “The more you do, the more scope there is for things to go wrong.” This is especially so when we stray into areas where we have less training and less experience. I must admit that it is actually what makes my role as interesting as it is. However, I don’t think it is just in-house lawyers who are expected to take on more roles and responsibilities. At ANZ, for example, the new risk mantra is that “everyone is responsible for risk.” And I am constantly amazed by the range of roles and responsibilities held by many of ANZ’s senior executives. I think one of the biggest professional challenges for in-house lawyers facing broadening of their roles is the preservation of their independence.

What are the main challenges you and your team will face in 2010?

The biggest challenge for my team is to support ANZ in realising its strategy of becoming a ‘super regional’ bank. The volume and complexity of this multi-jurisdictional work is significant and, of course, the turnaround times being requested are, let us say “demanding”. In addition there are the more universal and long standing challenges of getting the right levels of resourcing, increasing regulation, staying current and maintaining the right work/life balance.

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NEWS >>

Australasian Legal Business ISSUE 8.7

Firm Profile

NEWS >>

Buddle Findlay

NZ COMMENTARY

Court strikes blow for commonsense

hen it comes to intellectual property law the courts are often criticised for being out of touch with business reality and for not supporting businesses in the internet-age global economy on matters affecting their intellectual property rights. The recent Australian High Court decision in E & J Gallo Winery v Lion Nathan [2010] HCA 15 provides an example of the courts getting it right by making a commonsense ruling that recognises the practical realities of modern trade and strengthens the rights of trade mark owners. The result of the decision is that an Australian registered trade mark is used in Australia whenever there are sales of branded goods in Australia, regardless of whether the owner of the trade mark knows that they are being sold there. What constitutes use of a trade mark is an important issue, as there is a universal rule for trade mark registration systems that a registered trade mark can be cancelled if it has not been used for a certain period (in Australia, the non-use period is 3 years). The way the lower Australian courts decided the case would have required a trade mark owner to “knowingly project” its branded goods into Australia before the trade mark would have been regarded as being used there. The “knowingly project” principle delivered undesirable and impractical consequences in that registered trade mark protection was lost if branded goods simply found their way into Australia without the trade mark owner knowing they were going to be sold there. Introducing a principle with subjective elements like knowledge or intention was a curious aspect of the lower courts’ decisions as knowledge and intention have typically not been a part of trade mark law. For example, a trader is liable for trade mark infringement regardless of whether it intended to infringe. The “knowingly project” principle also conflicted with established principles

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concerning the essential function of a trade mark, namely, to indicate the origin of goods and services. Whether a sign performs that function has always been judged through the eyes of consumers as a matter of fact. If the “knowingly project” principle held sway, a sign might be functioning as a trade mark in the eyes of an Australian consumer in fact but be disqualified in law because the owner did not know or intend the consumer would see the mark. The High Court arrived at the commonsense conclusion that a trade mark is being used as a matter of law while it remains on the branded goods and indicates their origin, regardless of whether the trade mark owner knows where the goods are. The decision also recognised a reality of modern trade, that goods will often be sold in countries unknown to a trade mark owner, especially given the rise of internet auction sites like Trade Me and eBay. The High Court’s decision involved Australasian brewer Lion Nathan’s attempt to cancel American wine giant E & J Gallo Winery’s “Barefoot” registered trade mark for non-use. The only relevant use Gallo could show in Australia was by an Australian company which had imported and sold Gallo’s “Barefoot” wine unknown to Gallo. The High Court was asked to decide whether the unknown sales constituted use of the “Barefoot” trade mark in Australia, following 2 lower court decisions that ruled the unknown sales did not constitute use as Gallo did not “knowingly project” the wine into Australia. On appeal, the High Court ruled that a trade mark owner uses its trade mark whenever its branded goods are sold in Australia, regardless of its knowledge of the sales. The practical result was that because Gallo had used its “Barefoot” trade mark and used it in good faith, the mark remained validly registered and Lion Nathan was forced to abandon its Barefoot Radler beer brand because it infringed Gallo’s rights.

This decision has no direct effect on New Zealand law as Australian courts’ decisions are not binding on New Zealand courts. However, as a decision of Australia’s highest court it would likely be very persuasive for a New Zealand court considering the same issue, especially so given the similarities between Australian and New Zealand trade mark law in this area. In a recent survey of brand owners by UK trade mark attorneys Marks & Clerk, 81% of respondents stated that trade mark law has failed to respond to the challenges posed by the internet - see (http://www.marks-clerk. com/uk/attorneys/news/newsitem. aspx?item=325) The Barefoot decision shows that the Australian High Court is now responding to those challenges and the realities of global trade in a practical way. In rejecting the “knowingly project” concept, the Court has struck a timely blow for commonsense, which is something New Zealand business owners need to be aware of when considering the protection of their existing brands and when contemplating the launch of new brands, both domestically and internationally. This article was written by John Glengarry and Dominic Muir in the Auckland office of Buddle Findlay, one of New Zealand’s leading law firms. John is a partner and patent attorney and specialises in intellectual property protection. John can be contacted by phone: +64 9 357 9391 or email: john.glengarry@buddlefindlay.com

John Glengarry, Buddle Findlay

Dominic Muir is a solicitor and specialises in intellectual property and information technology law. Dominic can be contacted by phone: +64 358 7006 or email: dominic.muir@buddlefindlay.com Dominic Muir, Buddle Findlay

NEWS >>

APPOINTMENTS ►► LATERAL HIRES Name

Practice areas

Organisation going from

Organisation going to

Bruce Cooper

Project finance Practice management Energy Corporate/commercial Employment/IR Employment/IR

Freshfields BHP Middletons

Clayton Utz Freehills Blake Dawson Atanaskovic Hartnell Moray & Agnew M+K Lawyers

Mike Ferraro Peter Limbers Tim Castle Tim McDonald Tony Gooch

ASIC

Sparke Helmore Holman Webb

►► PROMOTIONS Firm

Name

Area

Arnold Bloch Leibler

John Mengolian Bryony Binns Christopher Hughes Peter Lucarelli Bruce Adkins Joseph Barbaro Jeremy Horwood Spencer Flay Amanda Wales Andrew Rich Evelyn Halls Kate Cahill Jason Betts Sharon Wilson Janelle Moody Brendan Tobin Cameron Dean Michael Moy Troy Webb Heather Watson

Litigation Employment Corporate Dispute resolution Energy & resources Construction Corporate Construction Banking & finance Corporate Corporate Projects Litigation Corporate Resources Resources Workplace relations and safety Workplace relations and safety Planning and environment Non-profit and community Partnerships Banking & finance Banking & finance IP Insolvency & restructuring Litigation Construction & infrastructure HR & IR Real estate Corporate Corporate Corporate Finance Finance Corporate Corporate Corporate

Baker & McKenzie

Corrs Chambers Westgarth

Freehills

McCullough Robertson

Middletons

Mills Oakley Minter Ellison

Piper Alderman

Adam Fuller Adam Howell Chris Round Stephen Hume James Tobin Michael Creedon Victoria Donaghy Fabio Fior Franki Ganter Amber Keating Michael Lawson Ian Lockhart Justin Oliver Scott Singleton Yi Yi Wu Craig Yeung

Note: This table contains all partner promotions reported to ALB during June and may not be exhaustive

Freehills

BHP

Ferraro returns to Freehills Former Freehills managing partner Mike Ferraro is set to return to Freehlls after a stint as general counsel at BHP. Ferraro’s longer term role will be in practice group management, although Freehills managing partner Gavin Mike Ferraro Bell said that Ferraro would also be assisting senior management with “strategic projects”. Ferraro will commence his new role in August. This move demonstrates the fluidity of movements between in-house and private practice, best demonstrated by the fact that Ferraro was replaced at BHP by ex-Blake Dawson partner David Williamson. Freehills also recently lost senior partner Leon Pasternak to Merrill Lynch. Allens Arthur Robinson

New M&A/ capital markets head at AAR Sydney-based AAR partner Guy Alexander has been appointed group leader of the firm’s M&A and capital markets team. The role will be shared with Melbourne-based Partner Jon Guy Alexander Webster, and Alexander takes over the head role from wellknown M&A expert Ewen Crouch, who was recently appointed as firm chairman. Sparke Helmore

Moray & Agnew

Moray & Agnew recruits new practice head from Sparke Helmore Moray & Agnew has appointed Tim McDonald as a partner and the new head of its workplace practice in Sydney. McDonald was previously at Sparke Helmore. He has also had notable experience in other roles, including Tim McDonald as a senior advisor to thenemployment minister Joe Hockey. McDonald has represented employers in various tribunals including Fair Work Australia, the AIRC, the Federal Court and the Federal Magistrates Court. Freshfields

Clayton Utz

Clayton Utz recruits Freshfields star; Fagan bows out Clayton Utz has announced that former Freshfields project finance lawyer Bruce Cooper will join the firm’s Sydney banking & financial services practice as a partner in September. Cooper has spent the past 18 years of his career in Asia, most recently in Hong Kong where he led Freshfields’ regional finance practice group overseeing a practice that spanned from China to Nigeria. Australasian Legal Business ISSUE 8.7

NEWS >>

Cooper’s appointment follows the recent announcement that securitisation lawyer Andrew Jinks would join Clayton Utz as a partner in August. Meanwhile, CEP elect Darryl McDonough is set to officially take up the reins this week from David Fagan, who will remain in practice with the firm. McDonough has been with Clutz since 1993 and was most recently a corporate and Darryl McDonough M&A partner. ASIC

Atanaskovic Hartnell

Castle fortifies Atanaskovic Hartnell Former Australian Securities and Investments Commission executive and commercial law barrister Tim Castle is set to join Atanaskovic Hartnell as a partner. Castle will focus on commercial litigation and corporate/commercial matters. In his most recent role at ASIC, Castle led the Storm investigation team through its primary investigatory phase, starting with the winding up of Storm in March 2009. As a barrister, he was regularly briefed at the bar by both John Atanaskovic and Tony Hartnell in a wide range of corporate and commercial disputes.

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Holman Webb

M+K

. Fruitful times: Peach promoted at Macpherson+Kelley ALB Fast 10 firm Macpherson+Kelley (M+K) has announced a new phase of growth with three new senior appointments. Greg Peach, who formerly managed the firm’s North Sydney office, has been appointed the firm’s managing director in Sydney. The move coincides with the consolidation of the firm’s Sydney operations into a single Sydney CBD office. Meanwhile, Tony Gooch, previously a partner with Holman Webb, joins the team as an employment and industrial relations principal. Joanne Lister, previously from Musgrave Lister Family Lawyers, has merged her practice with M+K and now heads the firm’s Sydney family law practice. M+K’s Sydney practice has doubled in size over the past 12 months and now has 20 lawyers, eight of whom are principals. Middletons

Blake Dawson

Blake Dawson recruits Middletons partner Blake Dawson has appointed Peter Limbers from Middletons as a new partner to lead its energy practice in Sydney. Limbers has acted for many

years for energy utilities, retailers, regulators and government in the competitive national electricity and gas markets and in the NSW energy sector. Blake Dawson was one of three firms involved in the ‘Energy & Resouces Deal of the Year’ at the 2010 ALB Awards, for the A$1.3bn China Minmetals-OZ Minerals acquisition Blake Dawson

Third woman appointed to Blakes’ board Blake Dawson has announced the appointment of M&A and equity capital markets partner Elspeth Arnold to its board, the third woman on the sevenperson board. She joins Mary Padbury, the firm’s chairman, and partner Sarah Dulhunty, on Blake Dawsons’ peak governing body. Half of the firm’s recently appointed partners were female, bringing the partnership up to 24% female representation. Once the most recent round of promotions occur, 43% of the firm’s special counsel will be female and 57% of the firm’s senior associates will be female. Overall, women make up 61% of the lawyer contingent at Blakes. Elspeth Arnold

NEWS >>

Australasian Legal Business ISSUE 8.7

NEWS >>

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FEATURE | ALB 30 >>

LitSupport is proud to announce Australasia’s 30 largest law firms in the 2010 ALB30 list

Australia and New Zealand’s largest and best-known firms have emerged from the GFC largely intact – but we should take nothing for granted in this highly volatile industry environment

Australasia’s largest firms 28

he empire is safe – but for how long? That is the conclusion to be drawn from this year’s ALB30 list of Australia and New Zealand’s largest law firms. Outwardly, this is a list which is not dissimilar to last year’s ALB30, but there is change fermenting underneath. Allen & Overy may not yet be big enough to make the list – and indeed maybe it will never reach that scale in Australia – but there can be little doubt that the firm’s dramatic arrival is posing a very serious challenge to the future makeup of the list. Will the arrival of more international firms spell the end of the “big six”? Is the sun beginning to set on the era of the fullservice firm with over 1, 00 lawyers? Take a good look at this year’s top ten firms – maybe such a list will become a collector’s item in the years to come. Minter Ellison has regained the title of Australasia’s largest firm after ceding the title to Mallesons last year. The two firms have always had a similar number of lawyers (about 840 this year), but the stark difference has been leverage – Mallesons has 184 partners or 4.6 lawyers per partner, while Minter Ellison has a whopping 277 partners or just over three lawyers for every one partner. Freehills (3.4 lawyers), Clayton Utz (2.95) and AAR (3.57) also represent the more moderate end of the equation. Nearly all of the large national firms have experienced an overall decline in lawyer and partner numbers, which does not come as a surprise given the economic circumstances. Mallesons is also continuing the slimming-down of its partner ranks, with partner numbers declining modestly from Australasian Legal Business ISSUE 8.7

FEATURE | ALB 30 >>

Australasia’s largest firms ►► AUSTRALASIA’S LARGEST FIRMS - BY LAWYER HEADCOUNT Rank

Firm

Total

CEO or equivalent

Minter Ellison

1125 John Weber

Mallesons

1027 Robert Milliner

Freehills

885 Gavin Bell

Clayton Utz

834 Darryl McDonough

Allens Arthur Robinson

758 Michael Rose

Blake Dawson

695 John Carrington

DLA Phillips Fox

Corrs Chambers Westgarth

Norton Rose

Gadens

HWL Ebsworth

12 13

Lawyers

Partners

Country

848

277 Aus, NZ

843 684

No of offices

2009 rank

184 Aus

201 Aus

623

211 Aus

592

166 Aus

530

165 Aus

582 Tony Holland

437

145 Aus, NZ

506 John Denton

396

110 Aus

480 Don Boyd

341

139 Aus

418 Ian Clarke

297

121 Aus

328 Juan Martinez

217

111 Aus

Baker & McKenzie

275 Mark Chapple

187

88 Aus

Sparke Helmore

266 Jesse Webb

214

52 Aus

Middletons

254 Nick Nichola

193

61 Aus

Russell McVeagh

235 Gary McDiarmid

195

40 NZ

Simpson Grierson

231 Kevin Jaffe

184

47 NZ

Gilbert + Tobin

231 Danny Gilbert

176

55 Aus

Maddocks

212 David Rennick

156

56 Aus

Henry Davis York

207 Sharon Cook

155

48 Aus

Chapman Tripp

207 Alastair Carruthers

153

54 NZ

Bell Gully

199 Roger Partridge

152

47 NZ

McCullough Robertson

190 Brett Heading

148

42 Aus

Dibbs Barker

186 Alan MacArthur

131

55 Aus

Buddle Findlay

186 Peter Chemis

143

43 NZ

Thomson Playford Cutlers

169 Adrian Tembel

122

47 Aus

Lander & Rogers

168 Andrew Willder

122

46 Aus

New entrant

Moray & Agnew

165 Michael Pitt

105

60 Aus

Herbert Geer

161 William Fazio

108

53 Aus

Holding Redlich

156 Chris Lovell

108

48 Aus

Piper Alderman

150 Gordon Grieve

55 Aus

New entrant

All figures are for lawyer headcount and supplied by firms. www.legalbusinessonline.com

FEATURE | ALB 30 >>

Australasia’s largest firms

191 last year to 184 this year. The firm has made no secret of its desire to pursue an international merger – and no doubt tight management of partner numbers is an important part of the preparatory “housekeeping” required, prior to starting negotiations. Some firms seem to have attained some stability following redundancy measures taken in 2009. Blake Dawson had such a program, but over the subsequent 12 months the net result was only a loss of five lawyers over the survey period (695 this year compared to 700 last year). Freehills, which did not have any redundancy program, was one of the few top ten firms to actually increase its numbers, from 858 to 885. Norton Rose and Gadens were other examples of firms in the top ten recording an increase in lawyer and partner numbers. Across the Tasman, New Zealand firms generally maintained their staff figures at 2009 levels – a remarkable result given the fact that the NZ economy has had a relatively more difficult journey than Australia – and some firms such as Simpson Grierson even managed a modest increase.

Multiple partnerships

A feature of the ALB30 which has attracted some comment in foregoing years is the inclusion of firms which are comprised of multiple partnerships. Minter Ellison, for example, is comprised of five separate partnerships spanning New Zealand, Asia and Australia, and Gadens is also comprised of five partnerships. The question of whether or not such firms should be counted as one entity goes to the heart of a fundamental legal practice controversy about the importance of financial integration. Non-integrated firms have characterised the matter as an insignificant question of internal administration, while integrated firms are insistent that a firm can only function as a seamless whole if all lawyers have a financial stake in

the performance of that whole. Many amusing stories abound of lawyers from non-integrated firms choosing to keep work and clients to themselves, rather than referring the work to interstate colleagues – although such behaviour is unlikely to be completely foreign to integrated firms! For the purpose of the ALB30 survey serious consideration was given to excluding non-integrated firms in order to facilitate a consistent definition of a “law firm” for the purposes of the survey. Ultimately, however, the decision came down to the application of what may be called the “Minter Ellison” test. Readers may quibble over the inclusion of lesser known non-integrated mid-sized firms, but it would be difficult to imagine a credible list of Australasia’s largest law firms which did not include Minters. Once the decision was taken to include Minter Ellison, fairness dictated that all non-integrated firms should be eligible for inclusion in the ALB30 as single entities. However, one qualification applied to this rule: firms needed to be operating under a single brand to be considered as a single entity. For example, while the Hunt & Hunt group comprises 169 partners and lawyers, only 91 of these were in “Hunt & Hunt” branded offices, which meant the firm missed out on a spot in the ALB30 list.

Revenue trends

Unlike the ALB30 list of Australasia’s largest law firms, the ALB revenue table does not purport to be an exhaustive list of every firm and its performance. The revenue figures also need to be interpreted with caution, for more than one reason. First, law firms submitted their figures during June, which means that some estimation was required to produce a preliminary figure for the whole financial year. Based on the experiences of previous ALB surveys, these estimates have, on the whole, proven to be largely accurate.

►► FIRMS WHICH MISSED OUT ON A SPOT IN THE ALB 30 Rank

Firm

Kensington Swan

Total

128 Clayton Kimpton

CEO or equivalent

Lawyers 92

Partners

36 NZ

Country

No of offices 3

2009 rank 27

TressCox

127 Peter Smith

32 Aus

New entrant

All figures are for lawyer headcount and supplied by firms.

Australasian Legal Business ISSUE 8.7

| ALB 30 >> FEATURE LitSupport

CSR champion Allens Arthur Robinson outshines corporate giants Allens Arthur Robinson made history as the first law firm nominated for the prestigious United Nations Association of Australia World Environment Day Awards. The firm was up against corporate giants NAB and Corporate Express Australia in the same category, with Allens beating the field. LitSupport’s Communications Director Sarah-Jane Shaw spoke with Allens’ Business & Technology Services Director Chris Holmes about the firm’s CSR strategy. Holmes has played a key role in Allens’ sustainability strategy as a member of Allens’ Footprint Secretariat.

irst of all Chris, congratulations on the firm’s recent success at the United Nations Association of Australia’s World Environment Day Awards, where you picked up the WSP Lincolne Scott Sustainability Leadership Award. What does this award mean for Allens? For us the engagement of our staff in sustainability activities is the goal. Awards such as the UN Sustainability Leadership Award are a recognition of the effectiveness of this approach and an encouragement to continue.

Allens has succeeded where so many organisations have failed in terms of a long-term commitment to sustainability. How have you been able to keep up the momentum for almost 10 years? Environmental awareness and concern is very widely felt by staff and partners in the firm. Our sustainability efforts are driven from this grass roots level of individual involvement. By supporting our staff’s interest and successes we have been able to maintain engagement and enthusiasm.

What is your advice to firms struggling to get any CSR initiatives off the ground? I don’t believe that CSR can be achieved as a management add on. In my experience successful CSR initiatives are driven by the organisation’s culture genuinely embracing social responsibility. The culture then drives CSR initiatives. Supporting the culture and resultant CSR initiatives is required of management but as with all grass roots www.legalbusinessonline.com

activities too much management and not enough support runs the risk of denaturing the result.

How do you get staff to actually walk the talk? The culture within the firm is very supportive of social responsibility initiatives and environmental concerns. Maintaining this front-of-mind position is pretty much self-sustaining through the local footprint committees. It helps that the firm makes time available and expects all staff to record time for participation in pro-bono and charity initiatives.

The changes made by the firm to meet with its CSR standards have been highly detailed; from the type of coffee you buy, to the servers and even light bulbs in the fridges. Do you think the success has been in the small things? The small things are very important because of consistency that results. By incorporating the full diversity of opportunities we also increase the opportunity for greater individual involvement. This involvement and achievement provides a closed loop reinforcement for those involved.

Energy, waste, water, carbon emissions and procurement - in which of these categories have you found the biggest cost savings? Reducing energy and paper use is where we have made cost savings to date. Opportunities exist in the other dependant on regulations if not to actually generate savings but to be cost neutral.

How has the firm’s CSR policies affected your view of your employer? Have you noticed any recruitment trends? Sustainability is on the job seeker’s agenda and we believe that without our CSR initiatives we would not be as attractive to the best candidates.

Can you explain the role of footprint committees at Allens? The footprint committees are loosely self organised and self regulating in each office location. Their role is to provide a forum for sharing ideas and initiatives and to provide a sounding board for individual initiatives. They tend to funnel information up and don’t act as a downward management or delegation tool. Most (by number) of the initiatives start as an individual’s idea and go forward based on the personal commitment of the individual.

“I don’t believe that CSR can be achieved as a management add-on” Chris Holmes

Allens Arthur Robinson How are the CSR guidelines for the firm policed? For example, if staff are not sticking with the program, what are the consequences? Self correcting managed principally through peer pressure and conformance with the culture.

What is the next big CSR goal for Allens? 1. Incorporation of sustainability principles into our new office fit out in Melbourne and; 2. Further refinements to our printing protocols aiming to further reduce paper use in our internal processes.

AUTHOR: Sarah-Jane Shaw, communications director, LitSupport

Sarah-Jane Shaw, LitSupport

FEATURE | ALB 30 >>

Australasia’s largest firms The second point which needs to be made is that not all firms furnished revenue figures. Some firms such as Freehills have a good track record of transparency but were unable to supply estimates in time for publication. Other firms such as AAR have consistently declined to publish their revenue figures, despite these figures often being later leaked to the media and leaving the firm to shadow-box with rumoured figures which cannot be officially confirmed. Nonetheless, the majority of firms did submit revenue figures, and what is apparent from this year’s revenue table is that this is a table of two halves. As widely expected, nearly all of the “big six” firms have experienced revenue decline over the past year – although Minter Ellison was a notable exception, recording a very modest increase. Further down the hierarchy – and we use that term strictly in terms of firm size – firms such as Norton Rose, Corrs and DLA Phillips Fox have maintained steady revenues. Go a little further down and a remarkable transformation of fortunes can be seen: firms such as Gadens, Hebert Geer, Lander & Rogers and Thomson Playford Cutlers are all pushing or are well over the 10% growth mark, leading a pack of midsize firms all recording solid growth. In short, the top tier is struggling while the mid-tier has perhaps exceeded expectations in a difficult market. There are two possible explanations for such an outcome. With some notable but scattered exceptions, the “mega-deals” were largely absent from the 2009 scene. It should therefore come as no surprise that those firms which accounted for the lion’s share of deals during the boom years should experience something of a hangover. Law firm revenue figures for FY2009 were also in part a reflection of the 2008 pre-GFC deal flow, a boosting factor which would have been sorely missed in the FY2010 figures for top-tier firms. There has also been evidence that the SME space was less 32

►► 2010 – REVENUES Firm

Revenues FY2009/10 ($Am)

Mallesons

503

Minter Ellison

Revenues FY2008/09 ($Am) 551

% change

-8.7%

495

493

445-450 (est)

490

- 8 to 9%

Blake Dawson

345

354

- 2.5%

Corrs Chambers Westgarth

235

steady

DLA Phillips Fox

223

steady

Norton Rose

220

steady

Gadens

160

147

Clayton Utz

Gilbert+Tobin

122

114

7.5%

HWL Ebsworth

108

107

Henry Davis York

13%

Maddocks

McCullough Robertson

Thomson Playford Cutlers

13%

Moray & Agnew

Herbert Geer

17%

Lander & Rogers

20%

Holding Redlich

- 6%

Piper Alderman

steady

affected by the GFC, which again suggests that the market was more benevolent to mid-size firms than the top tier in FY2010. The alternative explanation is that mid-sized firms have gained market share at the expense of the top tier. This is the inevitable analysis we have been hearing from mid-tier managing partners for some time and, for obvious reasons, it needs to be treated with due caution. A “Catch-22” situation between the media and mid-tier firms has developed, whereby the mid-tiers will predictably claim to have secured new work at the expense of the top tier, and then equally predictably decline to elaborate because of “client confidentiality” reasons. Panel appointments alone, which are about as much information as firms are usually prepared to share, do not tell the full story because the mere fact that a firm

is part of a panel does not say anything about the quality of work it is receiving. It is notable that GCs with whom ALB has raised this topic continue to refer to their panels as containing “top-tier” and “specialist” or “mid-tier” advisors, without any perceptible blurring of the roles played by each respective group. That said, there is deep cynicism in certain segments of the in-house profession about the willingness of the larger firms to adapt their billing practices to meet client expectations as to value, which may have worked in the favour of mid-sized rivals. Whether or not the mid-tier has truly gained market share – or has simply had an easier ride through the GFC – remains to be seen. But to use the old sporting adage, you can’t ignore the scoreboard. At the moment the mid-tier appears to have drawn first blood in this continuing battle. ALB Australasian Legal Business ISSUE 8.7

FEATURE | ALB 30 >>

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FEATURE | environment law >>

Clement conditions for

environment lawyers The current Federal Government’s shelved Emissions Trading Scheme (ETS) might sound like a catalyst for a decline in workflow for environmental law practices – yet lawyers are saying otherwise

“Although the ETS suffered a major blow, I generally get the feeling from different sectors that lowering emissions and alternative forms of electricity are on the agenda” Fiona Melville

JW&S

nvironment law is one of those practice areas that seems to expand its reach with each passing year. Traditionally, this meant dealing with matters such as contaminated sites, EPA-related work and licences. Yet due to the rise of environmental regulation and awareness amongst both companies and consumers, environmental law is blurring with other aspects of a law firm’s practice. M&A and IP matters can often have an environmental aspect – or even be environmentally driven, for instance. Another key trend that Johnson Winter & Slattery partner Fiona

Melville commented on was that environmental practices were breaking themselves up into traditional lawyers and ‘carbon lawyers’ – lawyers who concentrate on emissions-based work. For carbon lawyers in particular, Fiona Melville it has been a turbulent JW&S year. “This time last year clients were actively bringing together teams across their organisation to come up with an effective carbon strategy that encompassed energy efficiency, carbon trading and other issues,” Melville Australasian Legal Business ISSUE 8.7

FEATURE | environment law >>

“Just because the Australian government has postponed its scheme doesn’t mean businesses don’t have to respond to what’s happening in the rest of the world” says. “That all changed around April.”

Market driving low emissions advice The Rudd Government infamously pushed its timeframe for implementing an ETS back to 2013, in a move which proved part of its political undoing recently. However, this has not meant that device work on the ETS has dried up altogether. Many contracts in the energy and resources sector are long ones – for example, electricity supply agreements may run for five years or more. Accordingly, clients are still turning to lawyers for advice on the likely impact that a future ETS will have on the deals they’re doing. It is anticipated that a run of carbon contract work will still happen – either later this financial year or next – in the lead up to a scheme actually being implemented. In the meantime, JW&S’s Melville is observing growth in low emissions advice work, which isn’t being driven by compliance with an ETS or necessarily any other government measure, but by the marketplace – or even by companies themselves. “Although the ETS suffered a major blow, I generally get the feeling from different sectors that lowering emissions and alternative forms of electricity are on the agenda,” she says. Melville says she has been working on a deal between GridX and Qantas, concerning a trigeneration plant to supply electricity and chilled and hot water at Sydney Airport. She also cites the City of Sydney’s recent announcement that it would be incorporating more renewable energy capacity into Sydney’s properties as part of an ambitious target to reduce the city’s carbon emissions by 70% by 2030. These are examples of part of the same push towards renewable energy that is occurring outside of a Federal Government framework. Adelaide-based Finlaysons partner Suzanne Dickey has also noticed an www.legalbusinessonline.com

Suzanne Dickey

Finlaysons

increasing number of clients seeking advice around voluntary measures for carbon emissions reporting. While she also attributes some of this to long-term contracts, Dickey says that voluntary carbon accounting is still strong. Suzanne Dickey Among her client base Finlaysons are a number of wine producers whose need to show environmental responsibility, particularly in overseas markets, is essential for market success. “Just because the Australian government has postponed its scheme doesn’t means businesses don’t have to respond to what’s happening in the rest of the world,” she says.

Federal requirements to be met

Clients still need to meet some federal requirements even without the ETS in place. DLA Phillips Fox partner Charmian Barton says that the past year was the first one where clients needed to report under the terms of the National Greenhouse and Energy Reporting Act 2007 (NGER). Barton also says that this is likely to be a growth area over the next 12 months. “The threshold for reporting for a corporate group has decreased,” she says. “More businesses will be caught this year and we are likely to see more work in this area as the NGER registration deadline approaches in August.” Another area which most lawyers expect to be a fertile source of work is the Renewable Energy Target Scheme (RET), designed to deliver on the government’s commitment to ensure that 20% of Australia’s Charmian Barton electricity supply will DLA Phillips Fox come from renewable sources by 2020. 35

FEATURE | environment law >>

Barton says that this requirement will continue to drive investment in renewable energy projects. Barton and JW&S’s Melville also cited the Federal Government’s decision to split the RET into large-scale and small-scale energy projects as a likely driver of future work. Melville also says that the government’s decision to stabilise the price of Renewable Energy Certificates (RECs) will give further impetus to future large scale projects, particularly for wind farms and similar highcosting large-scale renewable energy projects.

“This time last year clients were actively bringing together teams across their organisation to come up with an effective carbon strategy that encompassed energy efficieny, carbon trading and other issues. That all changed around April” Fiona Melville

JW&S

Local regulation a driver

There is, of course, more to environmental law than Commonwealth initiatives. Lawyers report that state and local government measures are still strong drivers of work for their practices. For Finlayson’s Dickey, the South Australian government has recently introduced site contamination legislation, significantly increasing the amount of advice work in that area. She also says that the State’s environmental protection agency is actively enforcing the provisions of the new legislation so that litigation work is likely to follow in the near future. Meanwhile, apart from the odd project like the Glenelg to Parklands pipeline, water-related work has declined. This is partly because of increased rain over the last year or so, but also partly because legislation has helped people to better secure their water rights. JW&S’s Melville says that the firm has been advising NSW Treasury around aspects of privatising the State’s electricity assets. She believes that the process (which has currently stalled in the Australian Competition and Consumer Commission) may continue to generate work for a number of firms, particularly towards the end of this financial year. In Queensland, HopgoodGanim partner James Ireland says that the State government was increasingly intervening in the environmental aspects of property development. Ireland cited the government’s draft coastal plan and koala planning regulations as evidence of this trend. 36

One thing all lawyers agreed on was that most of the environmental work is coming from a few key industries and in a few key areas. For instance, there seems to be no shortage of James Ireland HopgoodGanim work for firms who, like HopgoodGanim, manage to have a solid base in Australia’s resilient resources sector. “The resources sector has been incredibly busy,” Ireland says. “And while there’s a bit of uncertainty over the new resources tax it really hasn’t affected workflows to date.” Interestingly, there also seems to be a reasonable amount of advice work in relation to large-scale projects and developments, which Baker & McKenzie global environment markets partner Andrew Beatty believes may have “come out of hibernation” after the GFC. At the same time, small and mediumsized developments are still struggling – something lawyers attribute to the difficulty smaller businesses are still encountering with Andrew Beatty obtaining finance.

Baker & McKenzie

New Zealand perspective

Chapman Tripp partner Catherine Somerville says her Aucklandbased practice has a lot in common Australasian Legal Business ISSUE 8.7

FEATURE | environment law >>

with Australian environmental practices now. “Small to mediumsized developers are struggling,” she says. “But we’re still seeing a lot of new development work from large Catherine corporates. One of the Somerville Chapman Tripp benefits of the GFC is that building work is cheap now and a lot of clients are taking advantage of this”. Like Australia, the New Zealand government’s shelving of its broad ETS (there is a limited ETS in place in the country) also means that the wave of anticipated advice work hasn’t eventuated. However, Somerville’s practice has benefited from huge government investment in infrastructure, including the commitment of NZ$1bn to upgrading the country’s roads. She also says that the ongoing reform of the Resources Management Act is

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generating much work, particularly as the government is now looking at ways of making the notoriously bureaucratic legislation easier for companies to negotiate. There has also been ongoing reform of the method in which matters are handled by the country’s Environmental Protection Agency so that solicitors and clients will take first hearings more seriously, rather allowing the dispute to degenerate into a series of lengthy appeals. Somerville says that she expects workflows to be affected when local governments in the Auckland area are soon merged into one body to create a ‘supercity’ of Greater Auckland. “Work will disappear from individual councils and someone will get a big lump of work,” she explains. “It will also make things quite difficult for whichever firm does get the Auckland Council’s work because they will end up with a lot of conflicts. They will be turning work away.” ALB

“Small to medium-sized developers are struggling. But we’re still seeing a lot of new development work from large corporates. One of the benefits of the GFC is that building work is cheap now and a lot of clients are taking advantage of this” Catherine Somerville

Chapman Tripp

PROFILE | managing partner >>

Australasian Legal Business ISSUE 8.7

PROFILE | managing partner >>

ALB 2010 MANAGING PARTNER SERIES

John Moore, Thynne & Macartney

More than one hat Thynne & Macartney chairman John Moore prefers to use the more modest title of ‘partner’. He explains to Renu Prasad how this fits in with his vision for modern law firm culture and governance

he year was 1974. Floodwaters were rising ominously around suburban Brisbane, the city’s main river was blocked by a distressed bulk carrier and a young articled clerk reported for his first day at a law firm called Thynne & Macartney. “Upon reporting to the firm on the first day, I was asked to return home and change into some old clothes and travel to the then-senior partner’s house which was on the river, to assist with the clean-up!” recalls John Moore. “I was very happy to help out of course. There was an amazing amount of thick mud and sludge all over the yard and throughout the whole house. The partner had a very nice wine cellar and an extensive wine collection – tragically, all the labels had washed off the bottles. This was seen as a very serious occurrence that none of us were game to speak about!” Moore has been with the firm ever since and in fact was offered his partnership the year after he was admitted – a salutary reminder of a long-vanished era where the “singlefirm lawyer” was a far more viable proposition for the ambitious. Moore has been the chairman of

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“It is great to see a group of partners raising matters in the correct forum and adhering to and supporting policies until they are changed, even if they individually do not agree with every aspect” Thynne & Macartney since 2006. The firm does not have a managing partner as such, preferring to instead have a general manager who acts as a professional specialist practice manager. Management of the firm is delegated to the general manager who is answerable to Moore, and ultimately to the firm’s board of equity partners. It is a structure which allows Moore to continue in full-time practice as head of the firm’s professional indemnity section. “This is a large and very active team within the firm, so I am very reliant on the general manager to deal with the day-to-day management issues, only coming to me when needed,” he explains.

Titles and good governance

Thynne & Macartney’s website refers to Moore simply as a “partner,” a deliberate understatement of his official

John Moore

Thynne & Macartney

title, which is chairman of partners. “I am not especially big on titles. Everyone in a firm plays an equally important role, regardless of the position they hold,” says Moore. “Titles, as such, are really only required for governance purposes. We therefore do not promote the position of chairman of partners. Externally, I call myself a partner like any of my other partners. Within the firm it is not a title I need to use because everyone knows the role I play in that respect. I use the title when executing agreements on behalf of the firm.” That is a practice which sits well within the firm’s culture, which has eschewed traditional structures such as lock-step partnership and placed a new emphasis on proper governance procedures. Major decisions are made through the firm’s board of equity partners, and all partners and 39

PROFILE | managing partner >>

Thynne & Macartney

employees are required to observe the firm’s governance rules. “This has been one of the greatest benefits the firm has enjoyed,” says Moore. “It makes management so much easier. It is great to see a group of partners raising matters in the correct forum and adhering to and supporting policies until they are changed, even if they individually do not necessarily agree with every aspect of them. It is remarkable what a firm can achieve when it has good governance arrangements in place.” Moore says that good governance is essential for any law firm hoping to be successful. “It is an important point to make, because there is always a danger with mid-sized firms for partners to see themselves as their own bosses and what they say goes,” he says. “If there is a policy in place that does not suit them, then they seek to directly override it. That should not happen in a successful modern-day law firm of any reasonable size.” Reshaping the direction of Thynne & Macartney was, of course, not an entirely painless process. “During our change process phase, I can recall some really challenging decisions we almost gave up on – but we persevered and worked through the issues and eventually came up with excellent models and decisions,” says Moore. “When you face a challenging decision, it is important to allow time to work it through. It is also important, however, not to let it be put off to the never-never. You need to bring matters to a head and then make a decision.” And openness is the key to reaching those decisions. “Talking through a problem with a partner can be important. However, it is also most important to discourage factions and individual lobbying or internal politics,” says Moore. “I am quite firm about that. It is most important to discuss things out in the open.”

Biggs & Biggs

Thynne & Macartney merged with fellow Brisbane firm Biggs & Biggs in August 2008 in an intense process, which also coincided with the introduction of a new document 40

management system, new computer software and hardware. Major integration of both firms took about six months and around one year before the merger was fully settled. “It was a challenge for everyone,” says Moore. “I cannot speak highly enough of the Biggs & Biggs team because they came over into Thynne & Macartney premises and faced new surroundings, new equipment, new people – and both firms then moved to become a new firm. I really do compliment all those involved for the way in which they managed the transformation. I am not sure I would have been able to cope myself so it is a huge credit to them. Neither firm had undertaken a merger of this size before, so it was new territory for all of us,” he says. The merger was part of a series of mid-tier mergers which continues to this day. Brisbane firms have been particularly active – with the most recent examples being Cooper Grace Ward’s merger with Bain Gasteen and Barry & Nilsson’s merger with Stubbs Barbeler. Brisbane is also home to several interstate arrivals which include Hebert Geer, Mills Oakley and most recently, Johnson Winter & Slattery. All of this suggests a push towards mid-tier consolidation into national blocs, although Moore says this is only one possible analysis. “There has been a move among a number of state-based mid-tier firms to form second-tier national firms,” he observes. “However, there has also been a strategy among some statebased mid-tier firms to grow and reach positions of strength in their existing markets. There are some obvious examples in Queensland.” Moore says that both avenues of development have merit, with the ultimate decision for each firm depending on their areas of expertise, client base and business aspirations. “I think that the proposed establishment of a national legal profession will have an impact on strategic decision-making for mid-tier firms,” he says. “Thynne & Macartney’s strategy will be to assess the lay of the land at the end of next financial year, and act accordingly.” ALB Australasian Legal Business ISSUE 8.7

FEATURE | office space>>

OFFICE DESIGN:

Mills Oakley breakout area

keeping up appearances

ALB highlights the philosophy behind modern office design and speaks with some law firms that have recently refurbished their offices

ay goodbye to dark colours, timber panelling and small kitchenettes. The modern law office is all about clean lines, neutral colours and plenty of natural light. But it is not all about aesthetics: a good sense of judgement, preparation and a willingness to try new concepts are the secret to creating an office environment that will remain contemporary in a decade’s time.

Firms on the move

Overall, vacancy rates for CBD office space across Australian capital cities are higher this year than in 2009. Kevin Stanley, the executive director of global research and consulting at CB Richard Ellis, says that it’s a typical story of demand fluctuating with the economic circumstances. Brisbane, he notes, is a good example. There was a shortage of commercial office space during the resources 42

boom; building activity increased to meet this demand, but then demand for space tapered off during the financial crisis. Brisbane’s Cooper Grace Ward is one law firm which took advantage of increased vacancy rates and competitive rents in the CBD. When the firm began its hunt for new office premises back in 2007, ahead of its 2009 lease expiry date, 400 George Street was still a construction site. On the one hand, the internal project team which oversaw the relocation and fit out process knew this presented a great opportunity for the firm to be involved in the construction process with the fit out it wanted. On the other hand, the team ran the risk of not meeting its 2009 lease deadline if there were any setbacks in the construction of the building. Despite some artistic differences between the firm and its designers, Cox Rayner, CGW managing partner Chris

Ward says that the end result ticked all the boxes. “We managed to achieve what our team wanted. It’s an efficient, clean and serviceable area,” he says. “I don’t think clients would want to walk in and see fountains in our reception area or pink pelicans walking around. Clients would like to see something which reflects the service they are hoping to achieve.” The fact that the project entailed an integrated fit out in a yet-to-beconstructed building, rather than simply adapting an existing office space, meant that a larger budget and longer timeframe was required, but Ward says that an integrated fit out is a more efficient way of creating a new office space. “Doing a fit out as the building itself is being built requires a great deal of planning for everything to work like clockwork,” he says. “Integrated fit outs can be considered a more expensive way to do it but it is also an efficient way as you can build the office as you go along and make subtle changes on the way.” When CGW began to make plans for its 2009 relocation the Australian economy was strong; the construction industry booming. This led to inflated building costs and a fit out estimate which far outstripped the firm’s budget. But when the GFC hit the construction industry slowed, forcing costs down and making the market more competitive. “It was a benefit to us because costs dramatically came back in line with sanity. When we got the initial quotes we thought, ‘boy this is out of the park’ but that was back in 2007 when the world economy was flying,” Ward says. Earlier this year, Mills Oakley in Melbourne made the move to 530 Collins Street. The relocation and new fit out took six months and came in under budget. According to Josh Piper, the firm’s IT manager and project manager, it was money well spent. “Lawyers and staff absolutely love the new office. It’s fresh, new and efficient. Very different if you compare it with our old premises,” he says.

Design

A main feature of the new Mills Oakley office is the centralised breakout room and kitchen for staff, which is a different approach from the individual kitchenettes on each floor of the old Australasian Legal Business ISSUE 8.7

FEATURE | office space >>

“I don’t think clients would want to walk in and see fountains in our reception area or pink pelicans walking around. Clients would like to see something which reflects the service they are hoping to achieve” premises. “Our old office was split across two floors so we had independent kitchens. Staff didn’t get the chance to mingle with staff on other levels,” he says. But with the new office located all on one level and the breakout room “dead-centre” in the floor space, it has brought a welcome change. “To a degree, the breakout area has changed the whole dynamic of the firm. Staff are interacting with each other a lot more,” Piper says. CGW’s Brisbane office also features a central team cafe, a real hub for people to have their morning tea or lunch, says Chris Ward. Catering for the day-to-day needs of staff, the café – in addition to the usual kitchen appliances and eating spaces – even has its own catering team. Similar to Mills Oakley in Melbourne, the Cooper Grace team cafe serves as a point of interaction and communication for staff to have a coffee and quick chat. According to Alec Tzannes, a director at Tzannes Associates Design, interconnection between floor levels and ‘social spaces’ such as cafes and full kitchens are viewed by employers as being desirable for potential employees. “Connectivity between staff is valued and the more socially inclusive work environment also means that the floorplate is more efficient, as the size of individual offices decrease in response to the addition of shared communal meeting spaces,” he says Requests for a central staff kitchen and lounge area can generally be expected from law firms, as are requests for single offices, informal meeting rooms, and large conference rooms with individual walls which can be used to host functions and events, says Nick Fowell, director of the Melbourne-based office design firm Graham Nicholas, which completed the recent design and fit out of Mills Oakley’s Melbourne offices. Fowell says ‘hot desks’ are the new www.legalbusinessonline.com

Chris Ward

Cooper Grace Ward

key feature in the legal office space, as they cater for lawyers travelling interstate on business. Firms are looking to improve office facilities in a way that offers greater flexibility in terms of space and resources, and ‘hot desks’ provide a permanent setup for the use and convenience of interstate lawyers without affecting the day-today work flow of the office. Law firms are also devoting additional attention to improved occupational, health and safety facilities and equipment for staff. Office premises located closer to parks and gyms, and buildings which provide facilities and amenities such as showers and bicycle racks, have become a more popular choice for law firms over locations which place firms at the centre of commercial districts.

tick,” Fowell says. “There was less emphasis on environmental sustainability in office spaces, largely because environmentally friendly furnishings and fixtures cost more. Firms still wanted to incorporate it into the office space but not much as before,” he adds. Despite the ups and downs of the market, law firms are still keen to match new levels of environmental design and experiment with different arrangements of offices, including open-plan layouts with varying degrees of visual and acoustic separation between users and activities, says Tzannes. “Interior fit outs which respond easily and effectively to accommodate organisational change at more regular intervals are becoming more important. Office layouts also need to be flexible to respond to market pressures with minimal change.” Most importantly, law firms are seeking an individual response to their architectural brief, attuned to their corporate culture, service delivery models and aspirations, he says. ALB

Open plan

Law firms have remained fairly conservative in their preference for traditional single offices for lawyers rather than going with open-plan offices. Though support and corporate staff generally work in open-plan, very few law firms have gone completely this way. “There are a few laws firms that have gone open plan, but as much as open plan is good [for communication and interaction], lawyers need their privacy to do their work and lawyers need to provide a level of privacy to their clients,” Mills Oakley’s Piper says. “You can’t exactly have casesensitive information that is getting blared across the office because of a vocal lawyer.” The GFC also forced law firms to reconsider luxurious and experimental designs for more sensible and economical ones. “There was more emphasis on open plan offices and common meeting spaces, less walls and less offices. Also, there was more emphasis on reusing furniture – provided the furniture had the OH&S

Cooper Grace Ward’s Brisbane office

FEATURE | compliance >>

Building a compliance culture Businesses are now turning their attention back to compliance issues

hile companies across Australia have been battling to keep afloat during the GFC, important business issues such as compliance have been sidelined as a consequence. Now that the worst seems to be over companies are once again starting to turn their attention back to the perennial challenges of building a solid compliance culture. “We are finding that lots of clients have been focusing for the past 18 months on getting through the financial crisis but are now turning their minds to compliance,” Middletons technology group partner, Dudley Kneller, says. “They are coming to us and telling us that they are worried about the level of compliance (required), and asking for assistance.” Adrian Verdnik, special counsel at Hall & Wilcox, says the GFC exposed weaknesses in the compliance frameworks of many companies as their arrangements – regulatory, contractual, financial – came under more scrutiny. “The lesson that many companies took out of the downturn, and the compliance issues that followed, is that they don’t want to be exposed to those risks again,” he says. Verdnik says that the rise of the Labor Government in 2007 was also a key turning point. “The change in federal government has led to an almost unprecedented period of legislative change and policy review, in areas of the law (industrial relations, tax, superannuation) which were already quite complicated,” he observes. “Companies have realised that they cannot afford to approach 44

compliance on an ‘ad hoc’ basis if they want to stay in touch with these issues. In-house legal teams have also been absorbed with substantial transactions over the last few years: ‘defensive’ work such as refinancing debt arrangements and litigation when the market was in a downturn; acquisitions and growth work when moving into new markets and taking advantage of opportunities

addition to the broader requirements applied to all corporations. Financial services and the telecommunication industries, in particular, have a high level of compliance obligations. “They are being overwhelmed by the level of compliance they are required to have,” Kneller observes. “Companies are struggling to find the right balance. They know that they have to

“The lesson that many companies took out of the downturn in the market, and the compliance issues that followed, is that they don’t want to be exposed to those risks again” now that the economy has started picking up,” he says. “So they appreciate the value of having a robust compliance system in place that is tailored to their business, that can help look after the ‘business as usual’ work while in-house legal resources are devoted to substantial, one-off transactions.”

Documentation

One particular area of concern for companies in Australia is documentation retention and access. Within various industries there are specific requirements as to what documents and data companies will need to retain, in

Dudley Kneller Middletons

Adrian Verdnik

Hall & Wilcox

retain documents and data, but they are not sure to what extent they need to do that.” The annual 2009/10 Blake Dawson Risk and Compliance Survey found that 12% of respondents didn’t know if their organisation had a compliance plan, while 42% said that their employer did not have one in the past. When it comes to litigation, companies and individuals can find it a struggle to produce the required information if there is not a consistence compliance system in place for documentation, advises Kneller. “Companies are struggling to find the right balance between the Enron or ‘shred everything’ approach and the Morgan Stanley approach, which is ‘keep absolutely everything’. We can help clients by updating their compliance program, providing them Australasian Legal Business ISSUE 8.7

FEATURE | compliance >>

with details about what documentation they are – and are not – required to hold onto,” he says. 45% of respondents in the Blake Dawson survey claimed that not all staff in their organisation received compliance training, a response of significant concern for legal practitioners. Without proper staff training organisations will find it difficult to create a holistic compliance culture. Also, an effective compliance policy needs to be updated regularly, says Kneller. When it comes to documentation and data the policy should include details about how long information is to be stored for, the reasons for keeping or destroying information, in addition to procedures for accessing information and who is responsible for it. The policy should also include procedures to ensure authenticity and integrity of documents over time, Kneller adds. When companies have failed to ensure they have a comprehensive compliance system for documentation in place they call in legal/IT consulting

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organisations such as E.law Asia Pacific. “It’s important to properly archive information so that it is easy to find at a later date,” advises Allison Stanfield, the director and CEO of E-Law Asia Pacific. “We normally get called in at the last minute to find a needle in a haystack.” A large percentage of E.Law’s work revolves around companies that are under investigation by ASIC or involved in a litigation case. “In my experience, the litigation lawyers who are acting for companies that are under investigation come to us for assistance in locating documentation,” she says. As nearly everything today is electronically stored, managing and finding documents can often be complicated. “Back in the old days, it was all hardcopy; things were stored and archived so if you needed to find something you could. We just don’t do that anymore, it is easy to lose electronic documents if there is not a system in place for their storage and archiving,” explains Stanfield.

Alternative career path?

The importance of compliance raises the question of whether there will be a groundswell of lawyers moving into this area. “A good compliance professional will have a similar skillset to a good solicitor, which – combined with good commercial acumen – can make them quite valuable to a business where the legal team is already being stretched,” says Verdnik. “Increasingly, they are taking on roles within projects which would traditionally be undertaken by lawyers: due diligence, analysis, document review and signoff. However, they too can become overwhelmed with the rate of change in the law, so they may rely heavily on panel solicitors and other external resources to manage the company’s compliance obligations.” However, Lynne Beggs, the regional director of Hays Legal, warns against the idea that lawyers can simply switch into compliance at will. “Compliance is a niche area and employers recruiting in this area want lawyers with a proven history,” she says. ALB

ALB SPECIAL REPORT | Adelaide 2010 >>

Adelaide 2010 Adelaide has always been a notoriously difficult operating environment – but is the much-hyped resources boom about to add a new dimension to this market?

he legal market in Adelaide was not impacted by the financial crisis to the same extent as other Australian markets – in Perth, Sydney and Melbourne. Whether this was a result of the relative absence of ASX200 companies headquartered there or the ongoing economic benefits provided by the resource industry, Adelaide has continued to grow into a busy legal hub in the past year. The resources sector in South Australia continues to prosper as more companies are attracted to the financial

opportunities that lie beneath the state’s soil. The expansion of Olympic Dam by BHP encouraged Blake Dawson to open their Adelaide office in late 2008, and Minter Ellison developed a ‘uranium centre for excellence’ in their Adelaide franchise. “It finally appears that the much-hyped South Australian resources boom is finally having an impact in the Adelaide market,” says James Marshall, a partner at Adelaide-headquartered firm Johnson Winter & Slattery. However, it has also been suggested that the resources boom will not provide

“It finally appears that the much-hyped South Australian resources boom is finally having an impact in the Adelaide market” James Marshall

Johnson Winter & Slattery

Australasian Legal Business ISSUE 8.7

ALB SPECIAL REPORT | Adelaide 2010 >>

a boon for the legal market in Adelaide. Catherine Schultz, the general manager of Wallmans Lawyers, says that ongoing developments in the resources industry in Adelaide were not having a direct impact on her firm’s business. Large mining companies have a majority of their work undertaken by law firms located outside SA. “The impact on our practice is indirect, with legal work only arising from suppliers to the resources boom,” she explains. JW&S’s Marshall also acknowledges that there is still significant room for change in the future of the resourcesrelated legal industry in Adelaide. “A number of these projects are still to receive the final investment decision,” he says. “Accordingly, there still exists some vulnerability as to the sustainability of this work.”

Proceeding with caution

Vulnerability appears to be a common characteristic across the Adelaide market. “It was thought a few months ago that this financial year would see significant growth from the last year and the financial crisis,” says Nigel McBride, managing partner at Minter Ellison in Adelaide. “It is now looking as though this year will still be challenging.” There are a range of reasons contributing to the difficulties pervading the Adelaide market and unsurprisingly, lawyers are joining

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their mining sector clients in claiming that the proposed resources tax is already having a negative effect on business confidence. “It would be fair to say there is a great deal of anger and annoyance evident from [our] resources clients,” said Hunt & Hunt partner Brenton James. McBride makes the prediction that the resources tax, coupled with the endNigel McBride of-government bailout Minter Ellison packages, would see the economy not fare much better than it did last year. Nevertheless, many maintain that SA has proven itself somewhat resilient to the fluctuations of the national – and global – economy. “I have found that we’re probably busier in South Australia than the rest of Australia, primarily because the economy is doing well with all of the mining, resources, defence and education [activity],” says Joe DeRuvo,

“All major cities are costconscious. Clients are more discerning than ever before and require value for their legal dollar” Brenton James

Hunt & Hunt

a partner and Adelaide officer manager at DLA Phillips Fox. “There is still a lot of business confidence which is turning into work, which is always good.” This momentum of work and business activity in the state has also allowed law firms to appear increasingly attractive to new graduates. “There are a lot of opportunities for young people in Adelaide now,” adds DeRuvo. “There are less people moving interstate and finding work across the market.” The cost-efficient and competitive nature of Adelaide law firms continues to be a hindrance preventing young lawyers from moving to more lucrative eastern states. Furthermore, after the salary freezes of 009 lawyers are now seeking higher remuneration; some lawyers such as Nigel McBride have noticed higher activity in the candidate market.

Cost-effective for clients

Reduced overheads in Adelaide allow for more competitive billing structures among the local law firms. “Salaries are lower, hourly rates are lower, and the cost of living is lower,” says Tom Grace, a partner at Fenwick Elliot Grace. “The end result is that lawyers are able to provide a more competitive service.” He notes that this costTom Grace Fenwick Elliot competitiveness allows Grace SA firms to provide a

ALB SPECIAL REPORT | Adelaide 2010 >>

distinct advantage for their eastern state clients. James agrees, recognising that Hunt & Hunt had found “Adelaide to have a very distinct advantage in being able to offer comparable expertise but with a lower cost base, which feeds directly into a lower fee structure. We have seen enquiries from interstate and overseas clients [who are] acutely aware of that benefit,” he says. One must have a certain amount of sympathy for local lawyers who find themselves on the receiving end of this state of affairs. “We see no difference in the skill levels between our Adelaidebased lawyers and those based in other centres. However, the Adelaide market cannot sustain the same hourly rates we generally charge in those other centres,” says Marshall. Lawyers are also having to contend with what, in some cases, is a shrinking client base. “For example, in my career to date there have been four blue-chip clients who have either moved their head office interstate or closed their Tony Britten-Jones Piper Alderman Adelaide-based office,” he added. “This has seen a number of established relationships being lost and required a rebuilding of my practice.” Likely, the cost discrepancies seen across different states has contributed to several Adelaide law firms opting not to integrate within the financial structures of their national counterparts. Both DLA Piper and Minter Ellison have opted for this model, with McBride noting this makes financial sense due to the difference in overhead structures seen in SA. The unique nature of the Adelaide market has also seen law firms select tendering and billing methods that are different from other firms across Australia. Fenwick Elliot Grace attempted to address client concerns about expensive legal fees by charging on the basis of actual time, rather than the traditional six-minute unit. “For example, a one-minute phone call arranging a meeting on an hourly rate of $300 will result in a charge of $5, rather than the typical 1/10th hour charge of $30,” says Grace. “In our experience, this can result in up to a 20% reduction on client bills.” Alternatively, Johnson Winter & Slattery typically sells its services on its 48

low-leverage and technical competency offering, and generally does not engage in price discounting to win new work. “While this approach has no doubt cost us a number of jobs we have found that our offering still has appeal in the Adelaide market, and results in us securing work with clients with whom we are best suited to forming long-term relationships” says Marshall.

Relationships and resilience

Word of mouth and longstanding relationships seems to be a defining characteristic of the Adelaide legal market. “Changing legal advisers is not a step taken lightly by most clients. To break into an established market is challenging unless there is a significant point of distinction offered,” says Grace. “There is a degree of inertia built into the market.” Hunt & Hunt have had a similar experience in Adelaide. James notes that “brand, character, culture and local knowledge are important in establishing and building that relationship.” And law firms such as Finlaysons, who won the award for ‘Adelaide Law Firm of the Year’ at the 2010 ALB Awards, have achieved great success without expanding to other capital cities in Australia. Local firms have managed to remain useful to rapidly expanding SA and national companies, by creating ties with other firms. “We have developed a series of links and will continue to do so with like-minded firms in other jurisdictions, to offer our clients the best of all words,” says Wallman’s Schultz. “But it would be fair to say that a significant portion of the Adelaide market is characterised as ‘local’.” However, there is by no means a consensus that Adelaide is limited to delivering domestic legal services. “Whilst long-term relationships are important in the market, the Piper Alderman experience is that the Adelaide market is no more ‘local’ than other cities in Australia,” says Tony Britten-Jones, partner and head of Piper Alderman’s Adelaide office. “The fact is that more and more of our Adelaide-based clients are deriving a significant portion of their income from their interstate and – in some instances – overseas activities, such as Hills Industries, Haigh’s Chocolates and Coopers Brewery.” Australasian Legal Business ISSUE 8.7

ALB SPECIAL REPORT | Adelaide 2010 >>

“Things in South Australia are better than they have been for as long as I can remember” Joe DeRuvo

DLA Phillips Fox

James agrees, noting that it is a trap to think that clients are committed only because of the location. “Clients are parochial because they are happy with the relationship and they will stay with a firm – not because it is an Adelaide firm but because it is a good Adelaide firm,” he says.

Going national?

Last year, law firms in Adelaide said they were interested in whether the introduction of Blake Dawson to the state would be followed by other national top-tier firms. “The introduction of Blakes into Adelaide last year has not had a significant

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impact. The fact is that Adelaidebased firms have been competing with eastern states-based tier-one firms for many years...” says BrittenJones. “That situation will not change, but the scarcity of ASX200 head offices in Adelaide, ever-improving communications technology and a reduction (in real terms) in travel expenses make it easy for eastern state law firms to win business [here] without having a significant Adelaide presence.” True, new firms need time to establish roots and build their bases and the Adelaide lifestyle, growing market and cost-competitiveness are all elements of the attraction. “Whether larger firms have the patience to grow within the market will be the challenge,” says James. “Some national firms have done that very well and their brand and culture now form part of the Adelaide legal landscape. But others have come and gone without being able to make the imprint needed for a long-term presence.” Others have expressed doubt that other national firms would follow Blake

Dawson to Adelaide, noting the shortlived experience for the Adelaide office of Clayton Utz. “Unless national firms enter here with significant work already secured, or for a very specific service that an Adelaide firm couldn’t offer, the market Catherine Schultz is very tightly held,” says Wallmans Wallman’s Schultz. “Many clients (especially mid-tier) would not pay eastern state hourly rates. It is unlikely other national firms will follow, as without the large-listed corporations operating out of SA the firms would not be able to compete in the price-sensitive Adelaide market place.” The alternative for national firms will be to continue forming relationships with existing Adelaide service providers, or entering the Adelaide market via a merger. “Whilst there are a range of options for the larger national firm, it will be hard for law firms to penetrate the market unless they set up allegiances with existing players,” says DLA’s DeRuvo. ALB

FEATURE | interview >>

IN-HOUSE PERSPECTIVE

Deborah Marris, ANZ:

Global outlook Deborah Marris is ANZ bank’s general counsel for the Asia-Pacific, Europe & America division. Having recently been named ‘Australian In-house Lawyer of the Year’ at the 2010 ALB Law Awards, she speaks about her career and the challenges of the GC role in an expanding Asia-Pacific operation

hen Deborah Marris first took on the role of general counsel for the AsiaPacific, Europe & America (APE&A) division at ANZ in 2008, her team consisted of three lawyers in London and no one based in the AsiaPacific region. Fast-forward to 2010, and the APE&A legal team now has 45 members – a rapid growth which mirrors the expansion of ANZ in the region. “People came on very quickly – there was a real need for the business to have in-house, in-country legal support – so there was a lot of goodwill for us to grow. We now have lawyers in a number of countries including Hong Kong, Cambodia, Vietnam, Indonesia, Taiwan, China, and Singapore,” says Marris. Last year’s US$550m acquisition and integration of selected Royal Bank of Scotland (RBS) retail, wealth and commercial businesses across several Asian jurisdictions is an example of the kind of ambitious activity upon which the team is called to provide advice. While Marris and her team are focussed on the bank’s APE&A operations, there is also an ANZ legal team responsible for New Zealand and an Australian legal team that supports the bank – and also deals with matters such as M&A, IT outsourcing and

dispute resolution where these impact the bank as a whole. The acquisition of the RBS businesses in six Asian markets provides an example of how the structure works. A dedicated M&A team looked after the due diligence and signing of documentation and then Marris and her team took over the integration of the business from a legal and regulatory perspective. Marris says that the deal was not a typical acquisition. “We have had a gruelling schedule since the deal was signed in August 2009 and we were required to close all six markets by 31 July 2010. The deal was an asset and liability acquisition of parts of the business, and not an equity acquisition, in what is a highly regulated industry – banking. This has made the process of taking legal control quite complicated and time-consuming,” she says. “In addition to our team there has been a large integration team, based mainly in Singapore, supporting the integration

and covering off areas such as risk, finance, IT, communications, HR and the various business areas.” The deal was not an equity acquisition because in many cases RBS operated through local branches, rather than a local company which could be sold. ANZ itself uses a similar structure in some countries, although in some jurisdictions such as Vietnam and China it has made the decision to expand its presence by incorporating. Still, the nature of the transaction was highly challenging. “You have to pick up every asset and every liability and move it individually, as most countries did not provide a transfer mechanism,” explains Marris. “Obtain [customer] consent – it was a huge process. I still find it staggering that we’ve managed to do it.”

Tax and law

Marris has degrees in both law and accounting: she was previously a tax principal at Ernst & Young and a

“We have had a gruelling schedule since the deal was signed in August 2009 and we were required to close all six markets by 31 July 2010. The deal was an asset and liability acquisition of parts of the business and not an equity acquisition”

Deborah Marris

ANZ

Australasian Legal Business ISSUE 8.7

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FEATURE | interview >>

partner at Minter Ellison Rudd Watts, and also spent time working for Magic Circle firms in London and Hong Kong. “Law firms and accounting firms are structured quite differently. In an accountancy firm you don’t just have accountants – you have all sorts of specialists such as scientists and engineers and IT specialists and lawyers,” she says. “Not everyone who is a partner needs to be an accountant – it is a lot more diverse. The structure is also more pyramid-shaped so a partner will tend to have a lot more people that they are responsible for than a partner in a law firm. I have enjoyed having the ability to move between the two.”

Law firms

For external legal advice, Marris uses a mix of international and local firms

“Law firms may prefer to sit on the fence with opinions using wording like 'it should be ok' or it might be the case' – that kind of wording makes it difficult for us in managing the legal risk” Deborah Marris

ANZ

in each jurisdiction. “We find that in some countries, the international firms are not there or may not have been there long enough to have the link-in with the regulators or the people on the ground we need,” she says. “That’s not always the case though, as sometimes the international firms have hired local people and have associations with firms already in the country. The requirement to hold professional indemnity insurance varies across countries also – and may be a factor in deciding which firms we use for particular matters.” There has been talk of the emergence of truly global law firms following global clients, and Marris says that she can understand the advantages from the client perspective. “Often we roll something out across the whole region – we can go to one law firm and

say, for example, we want to roll out a particular product in every country we’re in, they can manage it for us and draft the appropriate documents to cover legal and regulatory issues in all countries – and we don’t have to deal with each individual firm and explain what we need and do the managing of the advice. That said, we do have great law firms across Australia and the region and we therefore don’t necessarily need a firm that can be in every country,” she observes. In either case, though, Marris has a clear sense of where her own role fits in. “As we understand ANZ and what the business is looking for, as well as what we need the advice to cover, we do a ‘sense test or ANZ test’." Marris says that the concern is not as much about inaccurate advice as it is about drilling down into the advice. “Law firms may prefer to sit on the fence with opinions using wording like 'it should be okay' or 'it might be the case' – that kind of wording makes it difficult for us in managing the legal risk. We need to know what 'might' means, even if the result is unclear,” she says. What advice can she give to lawyers aspiring to a GC position? The key, according to Marris, is to embrace change and be a risk-taker. “You have to be prepared to do anything – for example, I will do photocopying, do anything it takes to make something happen. It’s the attitude – you have to be prepared to be pragmatic and focussed on the end result. “There is no point doing a lot of hard work but not delivering the end result. And take opportunities – you have to be prepared to take risks. Every change – for example, moving from private practice to in-house or moving countries to take up opportunities – involves risk, and I do think you have to take risks to move forward,” she says. Marris must have impressed a few people along her own career path, as in this year’s ALB Law Awards she was voted the ‘Australian In-house Lawyer of the Year’. “It was nice to be nominated and a lovely surprise to win,” she says. “If you look at the other people who were nominated, it was very humbling to have won. I was thrilled.” ALB Australasian Legal Business ISSUE 8.7

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MARKETDATA DATE| M&A | M&A MARKET >>>> In association with

M&A TRANSACTIONS AND STATISTICAL ANALYSIS Top 10 Announced Deals - Australasia (5 June, 2010 - 2 July, 2010) Announcement Date

Target Company

Target/Seller Legal Advisor

Bidder Company

Bidder Legal Advisor

1-Jul-10

Study Group Pty Limited

Baker & McKenzie

Providence Equity Partners Inc

Weil Gotshal & Manges

8-Jun-10

FreightLink Pty Ltd (Asia Pacific Transport Finance)

Allens Arthur Robinson

Genesee & Wyoming Inc

Mallesons Stephen Jaques

15-Jun-10

Ball Corporation (plastic packaging assets)

Amcor Limited

Gilbert + Tobin

Ball Corporation

325

1-Jul-10

ATF Services

CHAMP Private Equity

Blake Dawson; Norton Rose

Quadrant Private Equity Pty Limited

250

1-Jul-10

Franklins Limited (85 Stores)

Advising seller: Blake Dawson

Metcash Trading Limited

Freehills

Franklins Pty Limited

215

27-Jun-10

Wattyl Limited

Clayton Utz

The Valspar Corporation

Allens Arthur Robinson

175

21-Jun-10

Dexion Limited

Norton Rose

G.U.D Holdings Limited

Freehills

109

30-Jun-10

West 49 Inc

Goodmans; Stikeman Elliott; Torys

Billabong International Limited

Osler, Hoskin & Harcourt

105

11-Jun-10

Alcan Packaging (Medical Flexibles business)

Amcor Limited

25-Jun-10

Trilby Misso

Slater & Gordon Limited

Notes:

Seller Company

Deal Value (AUDm)

CHAMP Private Equity; and Petersen Investments Inc

660

336

Rio Tinto Limited

Based on announced deals, including lapsed and withdrawn bids, from 5 June 2010 to 2 July 2010•Based on geography of either target, bidder or seller company being Australasia•Includes all deals valued over USD 5m. Where deal value not disclosed, deal has been entered based on turnover of target exceeding USD 10m•Activities excluded from table include property transactions and restructurings where the ultimate shareholders' interests are not changed•League tables are ranked by volume•Q3 10 * = 1 July 2010 to 2 July 2010

League Table of Legal Advisors to Australasian M&A (Jan 01, 2010 - July 2, 2010)

League Table of Financial Advisors to Australasian M&A (Jan 01, 2010 - July 2, 2010) Value (AUDm)

Deal Count

Allens Arthur Robinson

26,212

Macquarie Group

23,105

Mallesons Stephen Jaques

24,560

JPMorgan

15,760

Freehills

16,310

Nomura Holdings

13,291

Blake Dawson

12,082

Deutsche Bank

13,099

Sidley Austin

9,117

Bank of America Merrill Lynch

10,745

Gilbert + Tobin

5,079

Greenhill Caliburn

9,216

Clayton Utz

4,794

Lazard

9,117

Norton Rose

2,724

UBS Investment Bank

7,047

Baker & McKenzie

1,839

Deloitte

6,317

Minter Ellison

1,570

Goldman Sachs

5,596

Rank

House

Value (AUDm)

Deal Count

Rank

House

Australasian M&A Activity - Quarterly Trends 200

80,000

180

70,000

140

50,000

120

40,000

100 80

30,000

60 20,000

10,000 0

Number of deals

60,000

Value (AUDm)

160

Value (AUDm) Volume

Q1 03

Q2 03

Q3 03

Q4 03

Q1 04

Q2 04

Q3 04

Q4 04

Q1 05

Q2 05

Q3 05

Q4 05

Q1 06

Q2 06

Q3 06

Q4 06

Q1 07

Q2 07

Q3 07

Q4 07

Q1 08

Q2 08

Q3 08

Q4 08

Q1 09

Q2 09

Q3 09

Q4 09

Q1 10

Q2 10

Q3 10*

Australasian Legal Business ISSUE 8.7 Australasian Legal Business ISSUE 8.7

MARKET DATA | capital markets >>

EQUITY CAPITAL MARKETS TRANSACTIONS LIST Australia, New Zealand Jun 13-Jul 10 NB: Does not include transactions valued at less than than USD10m, best efforts transactions and private placements Issuer

Proceeds (USDm)

Issue date

Currency

Bookrunner(s)

Sector

AUSTRALIA Boral Ltd

258.8

07/07/10

AUD

UBS Australia Ltd

Materials

Citadel Resource Group Ltd

218.5

06/22/10

AUD

Morgan Stanley Australia Ltd Petra Capital Pty Ltd

Materials

93.2

06/17/10

AUD

Citigroup Global Markets Aust Credit Suisse Australia Ltd

Financials

Tower Australia Group Ltd Coal of Africa Ltd

81.0

06/16/10

GBP

JP Morgan Cazenove

Materials

Atlantic Ltd

46.7

06/30/10

AUD

RBS Morgans Ltd Mirabaud Securities Limited

Materials

GUD Holdings Ltd

35.0

06/21/10

AUD

JP Morgan Australia Ltd Macquarie Capital Partners LLC

Consumer Staples

Qube Logistics

31.2

07/06/10

AUD

CCZ Corporate Finance Pty Ltd

Financials

Aurora Oil & Gas Ltd

30.5

06/18/10

AUD

Euroz Securities Ltd

Energy and Power

Sino Gas & Energy Holdings Ltd

22.2

06/17/10

AUD

Patersons Securities Ltd

Energy and Power

Slater & Gordon Ltd

20.5

06/28/10

AUD

Austock Corporate

Consumer Products and Services

Saracen Mineral Holdings Ltd

19.9

06/23/10

AUD

Evans and Partners Euroz Securities Ltd

Financials

Bathurst Resources Ltd

14.0

06/16/10

AUD

Helmsec Global Capital Ltd

Materials

Dyesol Ltd

10.4

06/17/10

AUD

Austock Corporate

High Technology

Bookrunner(s)

Sector

Source: Thomson Reuters

DEBT CAPITAL MARKETS TRANSACTIONS LIST Australia, New Zealand Jun 13-Jul 10 Issuer

Proceeds (USDm)

Issue date

Currency

AUSTRALIA National Australia Bank Ltd

1,558.2

07/05/10

EUR

Barclays Bank PLC National Australia Bank UBS Investment Bank

Financials

Torrens Series 2010-2 Trust

1,295.7

07/08/10

AUD

National Australia Bank Deutsche Bank AG (Australia) Westpac Banking

Financials

SMHL Securitisation 2010-2E

1,009.5

07/02/10

USD

National Australia Bank Commonwealth Bank of Australia Credit Suisse Australia Ltd Macquarie Bank

Financials

National Australia Bank Ltd

383.5

07/09/10

CAD

Bank of America Merrill Lynch RBC Capital Markets

Financials

National Australia Bank Ltd

226.4

06/17/10

CHF

Credit Suisse RBS

Financials

Sydney Airport Fin Co Pty Ltd

151.9

06/28/10

AUD

Westpac Banking

Industrials

ANZ National Intl LTD - London

135.1

06/25/10

JPY

Nomura International PLC

Financials

Telstra Corp Ltd

129.5

06/17/10

AUD

National Australia Bank

Telecommunications

ANZ Banking Group Ltd

120.0

06/30/10

USD

Deutsche Bank AG

Financials

ANZ Banking Group Ltd

109.0

06/15/10

AUD

ANZ Banking Group TD Securities Inc

Financials

Commonwealth Bank of Australia

107.6

07/07/10

AUD

TD Securities Inc

Financials

94.9

07/07/10

CHF

Credit Suisse UBS Investment Bank

Financials

ANZ National Intl LTD - London

75.7

06/25/10

JPY

Nomura International PLC

Financials

ANZ Banking Group Ltd

50.3

07/05/10

AUD

HSBC Holdings PLC

Financials

National Australia Bank Ltd

50.0

07/01/10

USD

Bank of America Merrill Lynch

Financials

Commonwealth Bank of Australia

50.0

07/09/10

USD

Morgan Stanley

Financials

Export Fin and Ins Govt Gtd

42.7

06/17/10

NZD

Daiwa Securities SMBC Europe

Financials

National Australia Bank Ltd

17.5

06/23/10

AUD

Credit Suisse

Financials

National Australia Bank Ltd

16.8

07/05/10

AUD

Deutsche Bank AG

Financials

17.4

06/14/10

NZD

ANZ Banking Group (NZ)

Government and Agencies

ANZ Banking Group Ltd

NEW ZEALAND Wellington Regional Council Source: Thomson Reuters

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MARKET DATA | M&A >>

Australasian Legal Business ISSUE 8.7