R CONTENTS

WELCOME ...... 1 FIRM PROFILE ...... 2 COMPETITION ...... 4 CORPORATE ...... 6 DISPUTE RESOLUTION ...... 8 EMPLOYMENT ...... 11 ENERGY & RESOURCES ...... 13 FINANCE ...... 14 FUNDS MANAGEMENT ...... 15 MEDIA ...... 16 PRIVATE EQUITY ...... 17 PROJECTS & CONSTRUCTION ...... 19 REGULATORY ...... 21 TAXATION ...... 23 WELCOME

Welcome to our annual review of signifi cant assignments across our key practice groups.

We were again privileged to This JWS Review highlights a represent many Australian and selection of our public client international corporations on major assignments and major legislative transactions, disputes and complex and policy developments which legal affairs within Australia. have been central to our practice in recent times. As illustrated in this review, the body of work undertaken over Most notably through 2014 the past year has strengthened our Australia concluded free trade standing as a leading independent agreements with China and Australian fi rm. Korea, as well as an economic JOHN KENCH partnership agreement with T +61 2 8274 9537 Our capability to undertake the Japan. Combined with existing [email protected] most challenging and complex FTAs, these new trade legal work across Australia is agreements cover 65% of well-established and recognised Australia’s total trade, and by awards and rankings in local further encourage foreign and international directories and, investment in Australia, as well of course, through the strong as facilitate the expansion of relationships we maintain with our Australian businesses into Asia. clients and global referral law fi rms. Thank you for your support.

John Kench Chairman PETER SLATTERY Peter Slattery T +61 2 8247 9616 [email protected] Managing Partner

1 JOHNSON WINTER & SLATTERY { FIRM PROFILE }

Johnson Winter & Slattery occupies a unique place in the Australian legal market. We combine top tier capability with a service delivery model which promotes the close hands-on involvement of senior lawyers on each assignment.

Our service delivery model distinguishes us from other major law fi rms. We maintain a higher ratio of senior to junior lawyers than our rivals and focus on assignments that are well suited to this ‘low leverage’ structure. The close involvement of senior lawyers is favoured by clients seeking the superior and more effi cient outcomes achieved through senior lawyer engagement.

With over 60 partners across offi ces in Sydney, Melbourne, Perth, Brisbane and Adelaide, we are positioned to manage our clients’ strategic legal requirements throughout Australia.

2 OUR APPROACH OUR DIFFERENCE RECOGNISED LEADERS An appropriate blend of legal Our higher ratio of senior lawyers Our lawyers and teams are ranked know-how and commercial acumen means clients engage more directly regularly as leaders in their fi eld by lies at the heart of effective and with the tactical minds and industry major local and global directories valuable legal counsel. Through expertise required to succeed in including Chambers Global (with 26 working closely with clients and complex and high stakes deals and leading individual rankings for 2014), their in-house counsel, getting disputes. A partnership ethos of Best Lawyers and the Asia Pacifi c to know their business, and service, technical excellence and Legal 500. Clients comment appreciating both their commercial collaboration ensures the most frequently on JWS’s technical parameters and objectives, we relevant specialist expertise and excellence, responsive service, and ensure our approach is tailored to experience is brought to bear on ability to provide commercially deliver cost-effective commercial every assignment. relevant and cost effective counsel. outcomes. The quality of our legal advice and service to clients is recognised through independent industry recognition and direct client feedback.

3 COMPETITION { DEVELOPMENTS }

The most signifi cant development The previous 12 months has also over the previous 12 months has seen the competition regulator, the been the Federal Government’s Australian Competition and ‘root and branch’ review of Consumer Commission (ACCC), Australian competition law and continue its key role in investigating policy. and prosecuting cartels, misuses of market power, other anti- The panel conducting the review has competitive practices and conduct in published a draft report making contravention of consumer recommendations, which if accepted, protection laws. The ACCC will will fundamentally change key continue to target these areas in aspects of Australia’s competition 2015 with a focus on highly law regime. These changes include concentrated industries, the online introducing a prohibition against market and key sectors such as concerted practices, replacing the supermarkets, petrol and banking. ‘purpose’ test under the misuse of market power prohibition with an ‘effects’ test and improving the timeliness and transparency of merger control processes.

4 { KEY ASSIGNMENTS }

ARRIUM AUSTRALIAN TURF CLUB AND PRYSMIAN GROUP QANTAS YAHOO!7 We assisted Arrium in obtaining THE VICTORIA RACING CLUB We are defending an Italian As long-standing competition We represent Yahoo!7 in defending the necessary competition approvals We successfully defended Australia’s subsidiary of the Prysmian Group advisors to Qantas, we are currently ACCC proceedings for alleged to sell its non-integrated steel pre-eminent jockey clubs (the in two separate civil penalty representing Jetstar in proceedings breaches of the Australian merchandising businesses, OneSteel Australian Turf Club and the Victoria proceedings commenced by ACCC commenced by the ACCC for Consumer Law in relation to deals Sheet & Coil, to BlueScope Steel. Racing Club) in a landmark case for its involvement in the alleged alleged misleading or deceptive offered through Yahoo!7’s online Following close scrutiny of the relating to a challenge to the global high voltage cable cartel and conduct proceedings regarding group buying business, Spreets. We transaction, in a process that took prohibition of the use of artifi cial the alleged electrical cables cartel Jetstar’s booking and service fees also obtained ACCC approval for nearly 5 months, competition insemination in the production of in Australia. The alleged global for online sales. We also continue Yahoo!7’s search agreement with clearance was provided by the thoroughbred horses. Our team submarine cable cartel involves to advise Qantas on key competition Google. ACCC after BlueScope agreed to advanced a strategic defence based European and Asian companies matters including strategic alliances. divest its own sheet and coil assets on the international context of the across Australia and elsewhere. in Western Australia to a rules, which was central to the Investigations and proceedings in competitor. Judge’s fi ndings and appeals raised a number of jurisdictions continue novel points of law about the around the world. reasonableness of restraints of trade in perpetuity. The case had global implications as the rules that were the subject of the proceedings apply internationally.

UNILEVER PLC We are long-standing competition advisors to major global consumer goods corporation, Unilever. We have been engaged on a range of strategic trading and competition law matters in Australia concerning its dealings with customers, and mergers and divestments within Australia.

5 CORPORATE { MARKET DEVELOPMENTS }

Australia’s M&A market rebounded After a fl urry of IPO activity in late in 2014 after several subdued years. 2013, Australia’s IPO market pulled The number of large public markets back somewhat in the fi rst half of M&A deals was signifi cantly higher calendar 2014 but remained more in 2014 compared with 2013, while active than in previous years, with private equity and other private a steady pipeline of fl oats including treaty M&A transaction volumes a number of private equity exits. remained at solid levels. For example, there were no completed Cross border deal fl ow also public M&A transactions valued at remained solid, possibly helped by more than A$1 billion during a lower Australian dollar in contrast calendar year 2013, while 8 such to several years ago and, for the transactions had been completed most part, more stable international between 1 January 2014 and 31 fi nancial conditions. Several major August 2014. inbound public M&A transactions have been undertaken by Chinese, Hong Kong, South African and AUSTRALIAN GAS Singaporean bidders. NETWORKS LTD (FORMERLY ENVESTRA) We represented Envestra in responding to competing merger proposals from APA REGULATORY DEVELOPMENTS { } Group (33% shareholder) and a consortium involving Cheung The ASX Corporate Governance trading by directors, while continuing Refl ecting the more buoyant Kong Infrastructure Group Council issued the third edition to undertake a number of successful conditions for public M&A, the (CKI) (17% shareholder) and of its Corporate Governance insider trading prosecutions. The Takeovers Panel’s caseload increased other Cheung Kong Group Principles and Recommendations settlement with Newcrest in June noticeably in 2014 over the previous companies. Prior to fi nalising in March 2014, while in a related 2014 was also signifi cant, involving year. The Panel issued guidance on the APA merger by scheme move the ASX adopted Listing Rule substantial agreed penalties for improving disclosures in takeover of arrangement under which amendments with effect from selective analyst briefi ngs in documents and updated guidance Envestra shareholders would 1 July 2014 to, among other things, contravention of continuous on frustrating action, and while be given a choice of APA scrip streamline listed companies’ disclosure obligations. consulting on possible guidance or a mix of scrip and cash, corporate governance disclosures. concerning dividends in takeovers, the Cheung Kong Consortium The Federal Government’s budget ultimately decided not to issue announced a proposal to The Australian Securities and decision to disband law reform guidance on this topic. make an all cash bid at a Investments Commission (ASIC) ‘think tank’, the Corporations and price comparable to the APA has remained focused on continuous Markets Advisory Committee, raises proposal. The Cheung Kong disclosure and insider trading, some doubt as to the future of Consortium takeover bid was releasing a report on the handling corporate law reform in Australia ultimately successful with the of confi dential information by listed – particularly in relation to an consortium acquiring Envestra companies, and investigating unfi nished reference on the future in the latter half of 2014. high-profi le examples of share of the Annual General Meeting.

6 { KEY ASSIGNMENTS }

APOLLO EDUCATION GROUP GAZAL CORPORATION LTD We represented US-based multinational Apollo, one of the world’s largest We represented long-standing client Gazal in connection with the formation private education providers, in connection with its acquisition of 70% of of a joint venture with the New York Stock Exchange listed PVH Corp. the outstanding shares of Open Colleges Australia, one of Australia’s oldest for the importation, wholesale and retail of Calvin Klein brand products in and largest providers of distance learning. Australia, New Zealand and certain South Pacific islands. The joint venture features a US governed long term (20 year) brand licence agreement. The joint venture brought together Gazal’s existing business of distributing and ARRIUM LTD retailing Calvin Klein underwear in Australia and New Zealand, and PVH’s In Arrium’s strategically significant sale of the OneSteel sheet and coil existing business of distributing and retailing Calvin Klein jeanswear and business to BlueScope, we assisted in relation to the business sale, including jeanswear-related products in Australia and New Zealand. detailed inventory arrangements and anti-trust issues.

MICROSOFT AUSBIL We were Australian counsel to Microsoft in connection with its global In the acquisition of Ausbil by US-based New York Life, we advised the acquisition of the Nokia mobile device business. As Australian counsel manager shareholders of Ausbil on the Australian aspects of the sale we advised on the restructuring and sale terms of Nokia Australia. including an equity incentive plan entered into in the context of the sale. Ausbil Investment Management Ltd is an Australian company, while Dexia S.A. is a foreign bank located in Luxembourg. The sale by Dexia S.A. of its UNILEVER asset management division, Dexia Asset Management, included the sale We were lead counsel to Unilever in its acquisition of the T2 tea business, of a 72% interest in Ausbil Dexia Ltd (now called Ausbil Investment a premium brand with 40 retail outlets in Australia, New Zealand and Management Ltd), a leading Australian investor and funds manager. Singapore. Unilever is a major multinational company, with brands like Lipton available in more than 70 countries.

BARLOWORLD LTD We represented Barloworld on its divestment of Barloworld Australia, its UNIVERSITIES SUPERANNUATION SCHEME UK Australian auto retail unit. The auto retail unit was one of the largest in We advised on all legal aspects of USS’s acquisition of Airport Link from Australia representing a number of brands including Mercedes-Benz and Hastings Funds Management, increasing USS’s interest to 89.8% with CP2 Volkswagen. The team has a long standing relationship with Barloworld. holding the remaining 10.2%. CP2 is the asset manager for and adviser to USS. Airport Link holds a 30 year concession entitling it to operate four train stations on the Sydney Airport tunnel line. USS’s Australian investments include Brisbane Airtrain (the Brisbane CBD to airport rail link), the acquisition of which was completed in March 2013 with three interdependent schemes of arrangement. Brisbane Airtrain and Sydney Airport Link are the only airport rail link infrastructure assets in Australia.

7 DISPUTE RESOLUTION { DEVELOPMENTS } { KEY ASSIGNMENTS }

The key features that courts In terms of contingency fees, the The Australian Parliament has continue to grapple with is the PC considered that so long as clients fl agged an incentive scheme (maybe ongoing cost of litigation, the time were fully informed about the merits a bounty scheme) to promote that complex cases can take to run, and risks of a claim, there was no whistle-blowers reporting corporate and the impact that has on the clear evidence that contingency fees impropriety in light of the success of overall administration of justice. created unacceptable incentives for the whistle-blower bounty scheme unmeritorious litigation compared operating in the US under the Dodd The trend over the next 1 to 2 years with traditional legal billing Frank reforms to the Exchange Act. is likely to see a continued growth in procedures. As to litigation funding, class actions run by litigation funders. which the PC saw provided While agencies such as ASIC are The traditional focus of this litigation important benefi ts in providing having their resources reduced, JETSTAR AIRWAYS has been securities litigation ‘access to all’ for large groups in funds are increasingly available to involving material non-disclosure the community, regulation had to the ATO and the AFP to target tax We act for Jetstar in proceedings commenced by the claims against listed companies. The address the form and fairness of and revenue fraud and economic ACCC in June 2014, alleging misleading or deceptive conduct bank fee cases, already underway funding agreements, the confl ict of crime. Warrants are being used in relation to the imposition of ‘booking and service fees’ against ANZ and now commenced interests between funders, plaintiffs and compulsive powers enforced by Jetstar on its ticket pricing. The proceedings follow against other banks, show the and lawyers, the suffi ciency of capital to compel companies and individuals a lengthy investigation by the ACCC into the conduct. willingness of funders to tackle the held as reserves by a funder and the to disclose potentially incriminating The proceedings have been listed in the Fast Track division largest institutions which have reporting obligations on a funder evidence. Companies will require of the Federal Court. Similar proceedings have been traditionally been immune from class to satisfy the aim of transparent robust internal controls and systems commenced against Virgin Australia. action litigation. regulation. to avoid or minimise risks, and to be in a position to respond promptly Access to justice remains a key topic Investigations and litigation to questions concerning their ethical for governments. In April 2014, the commenced by regulators over the and legal behaviour. International Productivity Commission (PC) last year (the ACCC, the Australian cooperation between regulators released its draft report on Access Taxation Offi ce (ATO), ASIC and is ever-increasing. This and the to Justice Arrangements, with its the Australian Federal Police (AFP) promotion of judicial integrity, the fi nal report due for publication in to name the most prominent) is targeting of foreign bribery and the September 2014. The PC made becoming more targeted in its disclosure of benefi cial interests in certain key recommendations: approach. The Commonwealth commercial entities (to combat the • subject to adequate disclosure Government is reducing resources massive loss of revenue to economic requirements, contingency fees available to regulators while at the crime and commercial fraud) are be allowed; and same time bemoaning the increasing the priorities promoted by the prevalence of litigation funders Australian Government in its term • litigation funders should be stepping in on behalf of classes of as President of the G20 Group of regulated as licensed fi nancial individual consumers to rectify Nations. service providers, subject to ethical commercial impropriety and hold standards and monitored by ASIC companies accountable. ASIC is and the courts. considering increased penalties for corporate offences and enhanced protections for whistle-blowers.

8 GROOTE EYLANDT ABORIGINAL TRUST INC (GEAT) We represent the Statutory Manager of one of the largest Aboriginal Trusts in the Northern Territory (on Groote Eylandt in the Gulf of Carpentaria), in relation to claims being brought by the Manager following fi nancial and other irregularities concerning the Trust, including third party fraud, breach of duty and breach of trust. Claims are being made against a number of fi nancial and legal advisers and former auditors, together with other suppliers of goods and services.

LEHMAN BROTHERS AUSTRALIA LTD We represent a group of Australian investors formulating claims to recover losses from Lehman Brothers Australia Ltd, in liquidation (formerly Grange Securities). Following the settlement of the Wingecarribee Shire Council v Lehman Brothers Australia Ltd (in liq) class action (funded by Bentham LANE COVE TUNNEL IMF Ltd), the liquidators have established a voluntary claims resolution LITIGATION process for dealing with investors’ claims. The total value of the claims of our client group exceeds A$140 million. These claims relate to losses arising We represented Parsons from certain synthetic collateralised debt obligation (CDO) deals that Brinckerhoff (PB) in proceedings performed badly. bought by AMP as an original investor in the A$1.6 billion Lane Cove Tunnel project in New South Wales, defending allegations of MFS PREMIUM INCOME FUND negligence and misleading or We represent unit holders in the failed A$1 billion MFS Premium Income deceptive conduct made in respect Fund which collapsed following the global fi nancial crisis. This large class of traffi c forecasts provided by PB. action saw claims made against the compliance plan auditor, KPMG, for its AMP sought damages of $144 alleged failure to detect commercial and fi nancial wrongdoing within the fund million in a case which centred on and related entities. The claim was one of the most signifi cant and largest the role of long-range traffi c and ‘retail’ investor claims arising out of the various corporate collapses resulting economic forecasting in the context from the GFC. It put under the microscope, for the fi rst time, the duties of of investment decision-making by compliance plan or regulatory auditors compared to fi nancial auditors. professional investors and the role of investment banks in promoting investment in infrastructure assets. METAGENICS, INC. We represented Metagenics in relation to Federal Court proceedings arising from the sale of its Australian business in which former shareholders of the Australian business and current directors of the merged business sought damages of A$150 million plus, or alternatively orders to nullify the sale of the Australian business and ‘de-merge’ the company.

9 { KEY ASSIGNMENTS }

QANTAS STATE OF VICTORIA AND We represented Qantas in TABCORP HOLDINGS LTD & defending the long running air freight TATTS GROUP LTD cartel class action out of Melbourne, We continued our representation which commenced in 2007. In June of the State of Victoria in litigation 2014, the Federal Court approved commenced by Tabcorp Holdings a settlement of these proceedings, Ltd (Tabcorp) and Tatts Group Ltd avoiding what would have been the (Tatts) in the Supreme Court of largest cartel class action in Victoria against the State of Victoria Australian history. The litigation, seeking approximately A$1.3 billion which had been brought on behalf in damages, following the 2012 of air freight customers and involved expiration of their respective numerous international airlines, licenses to operate gaming machines related to alleged global price-fi xing throughout Victoria. Judgment was in the imposition by the airlines of delivered in June 2014 when the PRYSMIAN GROUP fuel and security surcharges on court upheld the claim by Tatts international air freight services (for nearly A$540 million) and We act for an Italian subsidiary of the Prysmian over the period 2000 to 2006. dismissed the claim by Tabcorp Group in defending civil penalty proceedings brought (for nearly A$860 million). Each by the ACCC, concerning an alleged global cartel party is appealing to the Victorian in relation to land and submarine cable tenders. RIVERCITY MOTORWAY Court of Appeal. The alleged global cartel involves European and PROCEEDINGS Asian-based companies and has been the subject of regulator investigations around the world. The Brisbane’s RiverCity Motorway TAMAYA RESOURCES LTD proceedings have been running since 2009 and are opened in 2010 and went into currently anticipated to be listed for trial in 2015. administration in February 2011, We act for former directors and and subsequently liquidation in offi cers of Tamaya Resources Ltd July 2014. The collapse of the defending claims by the Liquidators RiverCity Motorway Group has of Tamaya Resources Ltd and also spawned what is shaping up to be separate class action proceedings. another piece of ‘mega’ litigation These are being heard with a related against the main traffi c forecaster, claim against the auditors (Deloitte). AECOM, including a funded class The proceedings broadly relate to action commenced by those the 2007 acquisition by Tamaya members of the public who took Resources of Iberian Resources Ltd up A$750 million worth of shares for approximately A$100 million, on listing. We act for the the adequacy of the due diligence administrators and now liquidators undertaken prior to that acquisition of the RiverCity Group companies, and the subsequent fi nancing and PPB. accounting decisions made with respect to Iberian Resources.

10 EMPLOYMENT { DEVELOPMENTS }

Employment law in Australia ANTI-BULLYING CLAIMS KEY DECISIONS Three major sexual harassment continues to evolve. January 2014 Since 1 January 2014, the Fair Work The highly anticipated High Court cases were determined by the saw the commencement of the new Commission has been able to decision in Commonwealth Bank of Federal Court over the last 12 anti-bullying regime. As the year determine complaints of workplace Australia v Barker was handed down months. In the fi rst decision, the progressed, there were signifi cant bullying. Under the new regime, in September 2014. All fi ve Court increased the amount of judicial developments in anti- workers who are employed by members of the Court held that general damages for pain and discrimination law, adverse action corporations can apply to the there is no term of ‘mutual trust and suffering from the usual low range claims and a landmark decision Commission for an order to stop confi dence’ implied by law into all of less than A$20,000, to about implied terms in employment bullying in the workplace. The Australian employment contracts. A$100,000, to refl ect changed contracts. Commission has broad powers to This decision was welcomed by community standards. In the second make whatever orders it deems employers as it removed uncertainty decision, the Court found that the appropriate to prevent the worker about whether this implied term victim’s ‘workplace’ extended to from being bullied at work – other existed and, if so, the extent of an common areas such as lifts and a than payment of compensation or a employer’s duties under it. As a pub across the road from the place fi ne. Whilst a number of workplace result of the High Court’s decision, of employment, and ordered the bullying complaints have been made as well as general protections and offending contractor to pay over 2014, it has been ‘more a misrepresentation claims against A$476,000. In the third decision, trickle than a fl ood’. The employers, we expect to see the Court awarded an employee Commission has only made orders applicants place greater reliance on A$733,723 in damages after fi nding in a handful of cases as most have breach of express contractual terms. she was subjected to systemic sexual been resolved through conciliation. This reinforces the importance harassment, intimidation and bullying However, developments in relation of careful drafting of employment by her boss. We anticipate an to anti-bullying claims will continue contracts and compliance with increase in sexual harassment claims, to be an area of focus in termination provisions. given the prospects of increased employment law in 2015. damages awards. Executives have continued to challenge terminations by using the general protections provisions, alleging they have been subject to adverse action because of their exercise of a ‘workplace right’. The Federal Court of Australia has recently clarifi ed that in order to form the basis of a ‘workplace right’, complaints made by employees in employment must be based on genuinely-held grievances and not made for an ulterior purpose.

11 { KEY CLIENTS } { KEY ASSIGNMENTS }

• Alcon/Novartis BNP PARIBAS • ATCO Australia We advised the international investment bank, BNP Paribas, about a complex industrial relations strategy to terminate their long-standing • Australian Broadcasting enterprise agreements which regulate employees’ terms and conditions Corporation of employment. JWS also represented BNP Paribas in their successful • Australian News Channel applications to have the agreements terminated by the relevant tribunal • Bank of America Merrill Lynch (the Fair Work Commission). • BNP Paribas • CIMB Securities International SEVEN NETWORK (OPERATIONS) LTD (Australia) Pty Ltd We successfully defended the high profi le urgent interlocutory injunction • CP2/ConnectEast proceedings commenced by the Ten Network against Seven Network’s • Hanwha Group programming consultant, John Stephens, and the Seven Network. Ten sought to prevent Mr Stephens from continuing to work for the Seven • K&S Corporation and Scott Network after he had signed a two year contract with Ten, but had later Corporation decided to remain employed with Seven. • KordaMentha • Macquarie University YAHOO!7 PTY LTD • Nine Entertainment Co (including ninemsn Pty Ltd) We achieved a successful outcome for Yahoo!7 and its new CEO, Ed Harrison, in urgent injunction proceedings brought by Fairfax Media • Pacifi c Magazines seeking to enforce a 6 month post-employment restraint under Mr • PPB Advisory Harrison’s contract with Fairfax. Fairfax was unsuccessful on all fronts • Qantas Airways and, after a two day hearing, the Court ordered that Mr Harrison was free to continue in his role as CEO of Yahoo!7. • Resimac • ResMed • Royal Canin – MARS group • Samsung • Seven Network (Operations) Ltd and Seven West Media Ltd • Swarovski • Teva Pharmaceuticals • Tyndall Investment Management • Unilever • Vocation • Yahoo!7

12 ENERGY & RESOURCES { DEVELOPMENTS } { KEY ASSIGNMENTS }

An increased focus on unconventional in Queensland are slated for 2015. In AUSTRALIAN ENERGY MARKET CREASY GROUP gas in onshore basins has generated Western Australia, the energy sector OPERATOR We acted in the sale of a 30% movement in the upstream oil & gas is undergoing a further restructure The Australian Energy Market interest in the Nova Bollinger nickel sector. This has been further and government review. Operator (AEMO) has established project to Sirius Resources NL. supported by anticipated increases a new web-based trading platform The mining sector continues to suffer in domestic gas prices due to the for trading short-term gas, known from the combined effects of low imminent start-up of three major as the Gas Supply Hub. We NORTHERN MINERALS LNG export facilities at Gladstone. commodity prices and falling demand provided external legal support As part of the Browns Range A number of signifi cant gas supply for product. There have been a to AEMO’s in-house team on the Rare Earth Elements Project, and transportation agreements have number of corporate transactions design of the hub’s legal architecture we negotiated a comprehensive been entered into to satisfy the directed at providing ongoing funding and documentation, and on coexistence and compensation demand generated by these projects, support for mining companies, proposed documentation for the agreement with the Jaru People and more are in the pipeline to feed involving offshore funds and private trading of gas transmission capacity (represented by KRED Enterprises proposed further LNG trains. equity. It remains to be seen whether in connection with the hub. Pty Ltd) for their consent to the Offshore, fl oating LNG projects the repeal of the carbon tax and the grant of Northern Minerals’ are seen as the way of the future. mineral resource rent tax will provide a boost to activity, mining lease in the Kimberley. Industry is closely watching the COOPER ENERGY LTD development of the colossal Prelude particularly in the beleaguered coal We prepared and negotiated FLNG project, which is considered a industry. However, the recent fall in sale agreements and undertook litmus test for FLNG and a potential the value of the Australian dollar TOTAL E&P AUSTRALIA extensive due diligence stimulant for the monetisation of should provide some relief. The fi rm advises Total in relation investigations in two separate smaller offshore fi elds. Infrastructure development to to its interests in the Ichthys LNG support new mining projects remains acquisitions of a 50% interest in Project in Western Australia and The energy supply sector continues a key priority in Queensland, South the Sole gas fi eld and the Orbost the Northern Territory, and the to undergo structural and ownership Australia and Western Australia. gas plant, as well as a 60% interest Gladstone LNG Project in changes, with signifi cant gas and in the Basker Manta Gummy project. Queensland. We also provide electricity network infrastructure general advice in relation to Total’s changing hands, and government- exploration activities and corporate owned generation assets in NSW matters. being privatised. Major privatisation proposals involving electricity network assets in NSW and generation and network assets AUSTRALIA PACIFIC LNG Our advice on the Australia Pacifi c LNG (APLNG) project in Queensland – specifi cally, the pipeline compression and interconnection facilities – involves the construction of a series of pipeline compression and interconnection facilities, together with camps and associated works. We have represented APLNG in negotiations with contractors engaged to undertake the construction.

13 FINANCE { KEY ASSIGNMENTS }

ALE PROPERTY GROUP ARRIUM LTD BEACH ENERGY VOCATION We acted as counsel to ALE Arrium is a signifi cant borrower We acted for Beach Energy and its Vocation established and amended Property Group in connection with for whom we have acted on debt subsidiaries in a range of fi nancing a new secured syndicated facility, its Australian Medium Term Note fi nance matters since 2008. We arrangements including undertaking which was used to fi nance its Program which involved the issue continued to advise on its senior due diligence for fi nancing and the acquisition of Oil Group Pty Ltd by the ALE Direct Property Trust debt and hedging facilities, including negotiation of all facility and security and its subsidiaries. We negotiated (a wholly owned subsidiary of ALE various hedging agreements in documentation. the facility agreement and all aspects OLBIA/TENIX Property Group) of A$335 million relation to interest rates and of the fi nancing including the security We advised Tenix and its parent of unsecured notes, while leaving commodities trading, and advice package, stamp duty advice and company, Olbia, on its major in place an outstanding tranche of and documentation for Arrium’s MCALEESE GROUP completion of the conditions to restructure and refi nancing, long dated, secured capital indexed senior debt facilities. As part of McAleese’s IPO, funding. involving the structural bonds issued under ALE’s a restructuring of its fi nancing separation of the Tenix commercial mortgage backed structure was required. This engineering and construction securities program. This required AUSTRALIAN GAS NETWORKS involved moving from a private business from the Olbia Group detailed negotiations with the (FORMERLY ENVESTRA) equity style leveraged fi nance and the creation of two new Rating’s Agencies and the Dealers to facility to a syndicated, secured facilities – a secured multi-option ensure the maintenance of the credit We continue to act for Australian Gas Networks in respect of all multi-option facility appropriate facility for Tenix and a separate ratings for the CMBS program, while for an entity listed on ASX. We unsecured multi-option facility at the same time maintaining the aspects of its A$1.9 billion secured debt program, which includes credit acted for McAleese on all aspects for Olbia Group. corporate debt rating required for of the transaction including the the AMTN Program. wrapped notes, MTNs, syndicated and bi-lateral facilities and FX and structuring of the facilities, the interest rate hedging arrangements. selection of the banks and the In connection with the takeover negotiation of intercreditor/tripartite of Envestra by the Cheung Kong arrangements in relation to key Consortium, we advised in relation contracts. to the strategy for the ultimately successful negotiation with fi nanciers who held certain rights under Envestra’s fi nancing documents consequent on the change of control.

14 FUNDS MANAGEMENT { DEVELOPMENTS } { KEY ASSIGNMENTS }

Throughout 2014 the Australian Authority (FCA) on their foreign INTERNATIONAL ASSET MANAGER funds management industry fi nancial service provider (FFSP) We acted for one of the world’s largest, dedicated asset managers in their continued to face ongoing regulatory Australian fi nancial services licence establishment of four new Australian funds registered with ASIC. The funds change and policy developments. (AFSL) exemptions, as well as acting will be offered to both wholesale clients and retail clients through platforms. Our funds management clients have for FFSPs who are establishing been addressing the implications of Australian subsidiaries and obtaining complex and changing Future of their own AFSLs. INTERNATIONAL INVESTMENT BANK Financial Advice (FOFA) reforms and We continue to act for an international investment bank, a global leader Our work has included signifi cant grandfathering arrangements, look in alternative assets, in connection with its agri-fund products. Our advice regulatory actions arising out of through reporting provisions includes advising on regulatory matters in connection with the retail market, breach reporting notices to ASIC. applicable to superannuation funds, as well as transactional matters of acquiring and disposing of agricultural and Advice to clients on their rights and and ASIC policy changes. other ‘alternative’ assets within the funds. obligations, as well as in their Amidst the regulatory dealings with ASIC in relation to developments, transactional matters potential regulatory action and INTERNATIONAL INVESTMENT BANK AND ASSET MANAGERS as well as product manufacture claims against third parties, remains and distribution have continued. a mainstay of our practice. We advised a number of clients on the establishment of SIV compliant funds. A number of our clients have been Our advice extended not only to establishing the registered funds and the establishing new funds and products type of complying assets that could be held in them, but also on the to harness the latest opportunities practicalities of marketing the funds to the offshore target market and presented by favourable markets, processing applications in conjunction with the visa application process. including the opportunities presented by the government’s introduction and relaxation of rules INTERNATIONAL INVESTMENT BANK for the Signifi cant Investor Visa (SIV) We represented the client on the MBO of its private equity business. program. Offshore advisors and The transaction involved a number of changes of trustees and managers managers have continued to of investment vehicles across various jurisdictions. The transaction, which establish Australian operations and was structured as an ‘asset sale’, raised novel questions about applications engage in substantial cross border of relevant legislation and added an element of complexity not usually transactions. We have assisted seen in a transaction of this type. a number of foreign investment advisors, managers and broker dealers registered with the Securities & Exchange Commission RESPONSIBLE ENTITY – AGENCY ISSUES (SEC) and Financial Conduct We acted on a number of matters that raised issues in relation to allocation of liability and indemnities between responsible entities of registered funds and investment managers and other agents of these funds. Although the legislation governing managed investment schemes is more than 15 years old, many of these issues have yet to be considered by the courts. Some of these issues affect not only the operation of the registered funds, but also the structure and business model of the responsible entities that operate them and how their arrangements with investment managers and other third party service providers are structured. Our work in relation to advising on these novel issues continues.

15 MEDIA { KEY ASSIGNMENTS }

AUSTRALIAN NEWS CHANNEL BAUER MEDIA GROUP CHANNEL SEVEN PTY LTD We continued our work with We represented Channel Seven We act for Australian News Channel Australia’s leading multi-platform in several high profi le defamation Pty Ltd (ANC) (including Sky News, magazine publisher in providing proceedings arising from the Business Channel and A-PAC) pre-publication advice and dispute network’s news and current affairs across all aspects of its business. representation. Our work included programs in the Supreme Court of As well as providing pre-publication defending Supreme Court of New New South Wales. Our work advice and acting in defamation South Wales defamation proceedings included defending defamation claims, our team handles ANC’s brought by Senator Hanson-Young proceedings brought by Mr Linnell commercial work including concerning a publication in Zoo over allegations broadcast by the negotiating and implementing magazine. We also defended program ‘Today Tonight’. We also channel, licensing, rights and other proceedings brought against Bauer acted for Channel 7 and Yahoo!7 in commercial agreements across Publishing (Woman’s Day) by Holly defamation proceedings issued by NINE ENTERTAINMENT CO a range of distribution platforms Candy (aka Holly Valance) over an Gordon Wood. Wood was Nine Entertainment Co operates the Channel Nine (including mobile and internet) and article which accurately described convicted for the murder of his then television network throughout Australia. We continued managing its trademark portfolio. her as being pregnant. The claim fi ancée, Caroline Byrne, but was our longstanding relationship with Channel 9 in Signifi cant cases include defending traversed areas of the law that have subsequently acquitted by the Court defending signifi cant defamation and other claims Victorian Supreme Court no precedent in Australia, asserting of Appeal. The proceedings referred brought by individuals the subject of news stories defamation proceedings brought by a breach of confi dence and misuse to various publications which Wood run by the network. In particular, we are defending John Setka, a union offi cial in relation of private information. alleged implied that he had in fact two sets of defamation proceedings brought by a to allegations concerning his conduct murdered Ms Byrne. well-known sports scientist in relation to news stories as a unionist. The proceedings are concerning allegations of sports doping, with also brought against Tony Abbott, interlocutory steps in the proceedings still continuing. the Prime Minister of Australia, who We successfully defended defamation proceedings is separately represented. brought by a Queensland modelling agent, in relation to a news story containing allegations concerning his business practices, with the modelling agent’s proceedings being permanently stayed. We are also defending defamation proceedings brought by a former Olympic swimming medallist relating to a news story broadcasting allegations concerning his business dealings, with interlocutory steps in the proceedings still continuing.

16 PRIVATE EQUITY { DEVELOPMENTS }

Australian Private Equity & Venture WARRANTY AND INDEMNITY ILLEGAL BID RIGGING DEBT Capital Associations Ltd reported INSURANCE Last year’s decision in Norcast v The last fi nancial year saw sustained in August 2014 that PE deals only Buy-side warranty & indemnity Bradken (Bradken) highlights that refi nancing and recapitalisation made up 6% of all Australian deals insurance continues to be a common ‘bid rigging’ (cartel conduct) can transactions due to continued low last fi nancial year. While deal feature in sponsor and corporate apply to M&A processes involving interest rates and increasingly statistics suggest that the level of trade sales, but the overall package PE fi rms. favourable credit conditions. M&A activity in Australia has offered by insurers has become less Sponsors generally used refi nancing remained at similar levels to last attractive. There has been an The decision is signifi cant because as a means to recapitalise their year, there has been a recent uptick increase in claims which has resulted it demonstrates that: investments and extract value in activity facilitated by an increased in upward pressure on the policy • potential bidders, including through dividends to shareholders. level of interest from international cost and scope of exclusions, PE fi rms, are competitors and It is anticipated that the low cost of corporates and PE funds; and particularly in relation to unresolved agreements between them may funding will continue and encourage improved debt availability, both tax issues. constitute bid rigging; sponsors to make investments and domestically and internationally. obtain debt funding. Key sectors of interest have been In the past, insurers have generally • bid rigging can apply to the sale materials, fi nance, health and covered a new breach of warranty of shares and assets; The predominant source of debt education. that occurs after signing of the sale funding remains secured term loan • bid rigging provisions can extend agreement and before completion, facilities, rather than bonds and to conduct outside Australia, IPO EXITS even if a buyer became aware of securitisation structures, due to provided the colluding parties The IPO market opened with a that breach prior to completion. the continued liquidity and relative are relevantly connected to the burst of activity in the last quarter However, we are now seeing strength of the Australian bank jurisdiction; and of 2013 and a number of sponsor insurers refusing to cover such a market. In keeping with recent years, exits (e.g. Dick Smith by Anchorage; breach except in circumstances • individuals involved in illegal bid we have seen typical tenures of Nine Entertainment by Oaktree where an additional premium of rigging can be personally liable. 3 to 5 years for leveraged fi nance and Apollo; Veda by Pacifi c Equity 15-20% is paid, the period between facilities, with senior debt for new Partners). The market has now signing and completion is short and transactions generally not exceeding softened but is still open for better material events are excluded. The 50% to 65% of enterprise value but quality assets. Interest has been additional cover is no longer as with capacity for uncommitted supported by a strengthening in attractive and buyers are now ‘accordion facilities’, allowing for the the equities market (away from seeking a termination right for a top-up of senior debt for permitted the short term money market) and material breach of warranty or price acquisitions and growth capital weakening of the Australian dollar. adjustment mechanism. expenditure.

17 { KEY ASSIGNMENTS }

ARCHER CAPITAL MACQUARIE INVESTMENTS THE RAINE GROUP L CAPITAL ASIA Archer Capital engaged us on a MANAGEMENT We represented Raine in its L Capital Asia engaged us on a number of transactions including its We represented Macquarie in investment in action sports and number of transactions, including secondary buy-outs of the fl ight the sale of its private equity funds entertainment group Nitro Circus in its acquisition of the remainder services businesses Aero-Care and management division, Macquarie Live, and the acquisition of global of iconic boot maker RM Williams, SkyCare from Next Capital, and the Private Markets, to ROC Equity intellectual property rights from its stake in compression sports LCR Mining Group from CHAMP Partners. The business is Australia’s Godfrey Entertainment. Raine’s apparel company 2XU and, most Private Equity. largest private equity fund of funds investment formed part of a recently, the swimwear company business with approximately A$5 transaction to consolidate the Nitro Seafolly. L Capital Asia’s limited billion in assets under management. Circus international touring business partners include LVMH Moët INSIGHT VENTURE PARTNERS with the intellectual property Hennessy. We assisted US private equity and relating to the Nitro Circus action venture capital fi rm, Insight Venture OCEANIA CAPITAL PARTNERS sports franchise. Partners, in its investment in We advised Oceania on all aspects Campaign Monitor, a global leader in of its hostile off-market takeover SaaS-based email marketing and bid for Keybridge, including WOLSELEY PRIVATE EQUITY design solutions. The deal has been successfully defending an application We advised Wolseley on the sale reported as the largest ever VC to the Takeovers Panel brought by of Guardian Early Learning Group, investment for an Australian tech Keybridge in relation to the bid. one of the largest private childcare start-up, and is a landmark deal for operators in Australia, to Navis the Australian technology industry. Capital. QUADRANT PRIVATE EQUITY We represented Canberra Data Centre and its founders in their partial divestment to Quadrant Private Equity.

18 PROJECTS & CONSTRUCTION { DEVELOPMENTS }

As the mining boom draws to a close, claims arising from infrastructure projects continue to be pursued. The law on security of payment adjudications is rapidly developing, with signifi cant court decisions being delivered across the country regarding the validity of applications, procedural fairness and the enforcement of adjudications. The cost and supply pressures in major projects such as the Gorgon, Wheatstone and Ichthys projects in Western Australia frequently manifest as disputes, and the development of upstream and midstream infrastructure for the APLNG pipeline network has highlighted the signifi cance of using commercial and contractual levers to drive and manage risk allocation.

19 { KEY ASSIGNMENTS }

ABACUS PROPERTY GROUP CONSOLIDATED PROPERTIES FORWIN INTERNATIONAL SA POWER NETWORKS SKYCITY CASINO We assisted Abacus in relation to We advised long-standing client We represent Forwin in the sale Our work for this long-standing Our team represented SKYCITY the purchase of a 50% interest in Consolidated Properties in relation of the largest landholding on client included identifying Casino in negotiations with the Westpac House Adelaide from to major property developments Brisbane’s Chinatown Mall. The appropriate legal and contractual South Australian Government Arena Property Fund. at 900 Ann Street Brisbane matter included comprehensive approaches to manage key project on tenure arrangements for (A$130 million office tower vendor due diligence, project and construction risks relating to the proposed Adelaide Casino development), 550 Queen Street management of the sale process and electricity infrastructure. Template expansion and hotel development. ASC PTY LTD Brisbane (The Spire Apartments strategic advice on redevelopment contracts for construction, civil Advised in relation to the Air – 270 apartments) and the options. The portfolio is expected supply and services agreements Warfare Destroyer Project which Newstead Riverside Project to attract offers in excess of A$100 were revamped to reflect the WEST COAST ENERGY will provide the Royal Australian (370 apartments over three stages). million for the site, which will yield industry’s focus on promoting We assisted West Coast with Navy with one of the world’s most in excess of 850 apartments for the more collaborative and transparent capital works documentation for capable multi-mission warships. successful developer purchaser. working relationships and the electricity distribution networks EQUITY COMMONWEALTH arrangements. Our advice was including the Western Power South We are acting for Equity considerate of revisions to Interconnected System. ATCO STRUCTURES Commonwealth (one of the largest MITSUBISHI Workplace Health and Safety & LOGISTICS commercial office real estate We acted on the acquisition of laws, as well as recent developments in the way that courts approach We prepared major workforce investment trusts in the US) in land tenure for the development YATALA relation to its proposed disposal of of Mitsubishi’s fuel import facility questions of excluding or limiting accommodation subcontracts liability and the formulation of damages. We advised Yatala in relation to for LNG projects in Queensland, an Australia-wide property portfolio at Port Bonython in South Australia, the acquisition of a 20 hectare site Western Australia and the consisting of a Sydney CBD office and contracts for the design and/or for the development of a 60,000m2 Northern Territory. tower and ten significant industrial construction of new infrastructure, warehouse, 2,200m2 office and properties. jetty access arrangements and the 23,000m2 hardstand for a A$75 development of port rules. million, 6 hectare parts and distribution facility for Caterpillar to service Queensland, Northern Territory and Western Australia and throughout the Pacific for Solomon Islands, Fiji, Papua New Guinea and Noumea.

THE UNIVERSITY OF ADELAIDE In support of the University’s learning, teaching and research activities, we provided assistance to the University with the tender and procurement of capital works and outsourced procurement of major service providers across its North Terrace, Waite and Roseworthy campuses.

20 REGULATORY { DEVELOPMENTS } { KEY ASSIGNMENTS }

Changes made to the national rules Energy markets reform is continuing ATCO GAS AUSTRALIA regulating revenue and pricing for across Australia. The fi rst phase of We are currently assisting ATCO Gas Australia with its 2014-2019 access energy networks in late 2012 have the Gas Trading Exchange based at arrangement proposal. The AGA access arrangement review will be one been developed through a series of Wallumbilla in Queensland (on of the fi rst reviews to be undertaken under revisions to the National Gas guidelines issued by the Australian which we advised) has been Rules and Law. Energy Regulator (AER). The implemented. The model is designed outcome – and the implications for to expand as the gas market investment in networks – from these matures through the addition of AUSNET SERVICES (FORMERLY SP AUSNET) changes is becoming known as the new products, services and delivery We continued to assist SP AusNet in Australian Competition Tribunal/Federal fi rst determinations under this new locations. In electricity, work is Court proceedings challenging the AER’s 2012-2015 budget determination for framework are now being underway to reform transmission the smart metering roll out in Victoria. considered. access in the National Electricity Market (NEM) through optional fi rm Signifi cant attention is being access. If implemented, this reform paid to changes in the current will represent a signifi cant change to and future operating environment market design for NEM participants. for electricity networks from the uptake of distributed generation Earlier this year, the Productivity (particularly domestic solar) and Commission (PC) made a number demand side management together of recommendations to the with the evolution of battery storage Government about changes to ENERGY NETWORKS ASSOCIATION and electric vehicles. These changes, the National Access Regime under The Energy Networks Association (ENA) is the national industry and the associated decline in Part IIIA of the Competition and association representing Australia’s electricity transmission and average consumption, may lead Consumer Act 2010. While the PC’s distribution and gas distribution networks. We assisted the ENA to fundamental changes in the review and recommendations in in making submissions to Government on a review of the statutory regulatory and pricing regime. respect of Part IIIA has been on the enforcement regimes. regulatory agenda for many years, the Government has recently indicated that it does not propose to respond to the PC recommendations until the ‘root and branch’ review of competition law has been fi nalised in 2015.

21 ELECTRICITY DISTRIBUTION NETWORKS We have advised a number of networks on commercial opportunities as changing consumer demand and technology create new business models apart from the core monopoly transportation service.

ENERGY NETWORK PRICING We advised major regulated gas and electricity networks on competition law, access and pricing issues, including successful appeals to the Australian Competition Tribunal challenging pricing determinations by the AER. Our clients include some of Australia’s most signifi cant energy network companies, such as ATCO Gas Australia, Australian Gas Networks (formerly Envestra), Multinet Gas, United Energy Distribution, AusNet Services (formerly SP AusNet) and Western Power. We assisted with all aspects of revenue and price matters including regulatory determination of operating and capital expenditure allowances and, importantly for capital intensive businesses, the regulatory rate of return on capital. QUEENSLAND COMPETITION AUTHORITY WESTERN POWER We have provided advice and Having acted for Western Power in its most recent revenue assistance to the Queensland determination, we have continued to advise on the implications of that Competition Authority (QCA) determination and with the Energy Market Review, a government review in relation to the draft and fi nal of the structures of the electricity generation, wholesale and retail sectors decisions on the Aurizon within the South West Interconnected System in Western Australia. Network Capricornia System Rules. The decision resulted in approval of the fi rst System Rules which will become an important precedent. We also provided advice on the QCA’s review of the Queensland Rail access undertaking, including in relation to the QCA’s Draft Decision on that undertaking. This work complements our broader infrastructure practice advising on port and rail access and terms of use.

22 TAXATION { DEVELOPMENTS }

2014 saw a continuation of the This may be indicative of a new On the legislative front, the Federal On BEPS, the Commissioner says search by Federal and State tax approach signalled by the Federal Government announced its the ATO is taking an ‘active authorities for additional revenue. Commissioner of Taxation, who said intentions in relation to a list of 92 leadership role’ to combat global tax The digital economy continues to in a recent speech that the ATO is announced but un-enacted tax problems and implement the 2013 produce challenges to the old- actively seeking to ‘re-invent’ itself measures it had identifi ed – of these, OECD Action Plan and is focusing economy concepts of physical as a ‘contemporary and more 53 will not proceed, 37 will proceed not just on high profi le MNEs in the source and residence for tax service-oriented organisation’, in and 2 will be subject to review. digital space, but also on a wide purposes. The media has continued line with the Government’s push Measures that are proceeding range of businesses which it to focus public attention on the for ‘red tape reduction’, productivity include: Stage 3 of the ‘Investment considers to have potential BEPS alleged use of complex increases and de-regulation under Manager Regime’, a new taxation risks. They are also concentrating on arrangements and contrived which the ATO (like all system for ‘managed investment companies that have undertaken an structures which assist companies Commonwealth Government trusts’, removing immediate international business restructure or to avoid paying their ‘fair share’ of agencies) is required to show deductions for certain mining and have signifi cant related party tax. This naturally focuses attention effi ciency improvements and ‘red exploration rights, ‘integrity’ changes cross-border arrangements, on issues such as transfer pricing and tape’ reductions across the board. to the CGT rules for foreign including IT companies with low the general anti-avoidance provisions residents, a non-fi nal withholding of domestic tax and large ‘stateless in the income tax legislation. This has included recent 10% from proceeds of disposal of income’, large pricing mark-ups appointments from the private sector Australian real property assets by ending up in an offshore ‘services’ State revenue authorities are to senior ATO technical positions foreign residents and changes to thin hub, alienation of intangibles at focusing carefully on stamp duty (the Commissioner himself being a capitalisation rules (including ‘non-arm’s length’ prices and debt and payroll tax liabilities and in former partner of a Big 4 accounting reduction of safe harbour debt dumping into Australia, sometimes relation to the latter tax, the issues fi rm and the fi rst Commissioner ratios) and the non-portfolio foreign involving infl ated asset valuations for of grouping and the applicability of appointed from outside the public dividend exemption. Legislation thin capitalisation purposes. exemptions relating to contractors sector). The ATO is also trialling a has been introduced for the foreign who are not ‘employees’ have new External Compliance Assurance resident CGT, thin capitalisation On offshore tax evasion, taxpayers become more contentious. Process (ECAP) for public companies, and foreign dividend changes. were given a limited opportunity giving some taxpayers with turnovers (under the ATO’s ‘Project DO IT’) At the same time we have seen a of between A$100 million and There is also a proposal for the until December 2014 to disclose greater willingness in the Australian A$5 billion the option of using their Commissioner to be given a offshore income. Taxation Offi ce (ATO) to settle company auditors to review certain ‘remedial power’ to apply a fl exible disputes earlier or to limit carry factual matters instead of the ATO interpretation of the law where the forward losses. As an example, we doing it (effectively ‘outsourcing’ strict words produce a result that is recently settled, through a process part of the ATO’s audit function). clearly contrary to the original policy of mediation, a long running dispute The Commissioner also said the intent of the law. relating to claims for deductions ATO is “driving sensible closure under long term lease arrangements to unnecessarily long running cases in respect of an infrastructure and audits” – thus the ATO’s greater project. willingness to pursue settlements and engage in alternative dispute resolution. An ‘independent review function’ for large business tax audits has also been introduced.

23 { KEY ASSIGNMENTS }

AIRPORT LINK HOLDINGS SOUTH AUSTRALIAN POWER We are assisting ALH in its appeal NETWORKS against an objection decision in We represented SAPN in its relation to a dispute with the ATO long-running dispute with the concerning the ‘right to future Australian Taxation Offi ce concerning income’ provisions under Australian deductions for prepaid rent tax consolidation rules. under long term leases. Numerous submissions to the ATO and meetings to debate the issues culminated in PEPSI CO INC & THE SMITH’S an agreement in late 2013. SENTIENT GLOBAL RESOURCES FUND IV, L.P. SNACKFOOD COMPANY We represented Sentient Global Resources Fund IV, L.P. in relation We have been representing Pepsi in to the formation of Ferrometals BV, Ferrometals BV’s acquisition of an Australia-wide dispute with the UNILEVER AUSTRALIA Rio Madeira Comércio Importação e Exportação de Minérios Ltda State revenue authorities regarding (HOLDINGS) PTY LTD (‘Rio Madeira’), Ferrometals BV’s investment in Cancana Resources payment of payroll tax in respect of We advised Unilever Australia Corp. (‘Cancana’) to enable Cancana to invest in Rio Madeira and independent contractors. Having (Holdings) on income tax Rio Madeira’s acquisition of a manganese mining business located successfully represented Pepsi and stamp duty issues in relation in Rondônia, Brazil. through to the New South Wales to its acquisition of T2 Pty Ltd, Court of Appeal, this matter is likely Australia’s leading speciality tea to lead to legislative change on the retailer. application of complex payroll tax regimes.

24 CONTACT

For more information about our practice areas and sectors, as well as detailed profi les of all JWS partners, please visit our website. jws.com.au

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