Capabilities
Our distinctive approach combines industry-leading expertise with commercial pragmatism, aimed at providing clients with actionable, forward-thinking legal counsel. We pride ourselves on being not just advisors but strategic partners in our clients’ businesses, assisting directors, senior executives and shareholders to achieve exceptional outcomes.
Corporate
We excel in a wide variety of corporate matters, including mergers, acquisitions, divestments and joint ventures. Our experience also extends to private equity, capital raising and corporate restructuring.
We are experts at establishing and structuring new ventures and providing the legal framework to make these ventures operationally effective within a dynamic market.
We take immense pride in being a proactive part of our clients’ innovation journey, regularly advising on a broad spectrum of matters such as strategic investments and crafting robust commercial agreements.
Examples of our corporate work includes:
- Advising an Australian public company in its pre-IPO capital raise, successfully securing approximately $10 million through the offering of new shares to investors.
- Advising a national technology firm on the divestment of its digital claiming business to a big-four bank, with a total deal value of $80 million.
- Advising a Sydney-based FinTech firm on a multi-million dollar capital raising initiative through the issuance of convertible notes to sophisticated investors.
- Advising a technology firm on its acquisition and integration of a competing digital health claiming business, through a combination of scrip and cash.
- Advising a large Queensland-based Fast-Moving Consumer Goods (FMCG) business on the exit of minority shareholders.
- Advising a Brisbane-based commercial property group in relation to its exit of minority shareholders from its dining and entertainment division.
Commercial
We offer our clients a highly tailored approach to strategically important commercial matters.
Our services span the negotiation and documentation of a variety of corporate and commercial arrangements, be they complex, bespoke contracts or standard-form terms. Our expertise includes, technology and software licensing, sale and purchase agreements, procurement and tender and strategic alliances.
Our team is ahead of market trends and regulatory developments in areas such as e-commerce, privacy, cybersecurity, consumer protection, and competition laws. We offer informed advice that not only adheres to current best practices but also anticipates emerging trends and regulatory changes.
Examples of our commercial work include:
- Acting for an Australian-owned manufacturer of therapeutic goods and medical devices on a multi-year, multi-million dollar supply agreement with a European-based pharmaceutical company listed on a major stock exchange.
- Representing an Australian-owned civil and electrical engineering firm in the negotiation and finalisation of contracts for the design, supply, installation and commissioning of mining infrastructure for a French-owned project in west Africa.
- Representing an Australian public company in negotiations with a UAE state-owned entity for the sale of a $20 million infrastructure and associated theme park development in Abu Dhabi.
- Acting for a Queensland technology company in the preparation of a complete suite of terms, privacy policies and end-user licence agreements for several mobile applications.
- Drafting detailed licensing terms for an Australian-owned SaaS provider of B2B and B2C software solutions.
- Negotiating and drafting terms of Master Services Agreements and Services terms for health-tech client with government scheme and health insurance customers.
- Preparing and issuing regulatory documents for Financial Service Licensee clients, including Financial Services Guides, Product Disclosure Statements and Target Market Determinations.
- Advising a national technology firm in relation to its legal, risk and compliance frameworks required for ISO 27001 certification, including in relation to pre-audits and audits.
Governance
We frequently assist boards and senior executives to adhere to good corporate governance practices to mitigate current and future risks, and deliver their strategic objectives.
We have an extensive track record in dealing with a range of governance-related matters—from the intricacies of disclosure rules and directors’ duties, to the issuance of shares, options and debt instruments, including via trusts and employee share schemes.
Our advisory services include all aspects of corporate governance such as, maintaining statutory registers and records, calling and convening general meetings of members, administering board and board committee meetings and responding to regulators’ investigations.
We also offer insights into emerging areas of concern, such as modern slavery, corruption and whistleblowing. Our goal is to empower boards and executives to make informed decisions and stay ahead of legislative changes and societal expectations.
Examples of our governance work:
- Administering statutory registers for private and public Australian companies across a range of holding types: shareholders, option holders and convertible note holders.
- Convening meetings of private and public companies, passing resolutions concerning executive and non-executive director remuneration, constitutional amendments, equal and selective share buy-backs and returns of capital.
- Administering employee share and options plans, including employee loan share plans across a diverse group of Australian-owned companies.
- Providing non-executive and corporate secretarial services to boards and board committees, including risk and compliance committees.
- Acting as Responsible Manager and compliance officers for clients holding Australian Financial Services Licences.
- Advising in relation to the resolution of regulatory investigations and threatened prosecution.
Borgeaud & Co is a specialist legal practice providing corporate, commercial and governance advisory services to private sector enterprises.