Corporate and Transaction services

 

With comprehensive experience in mergers and acquisitions, shareholder arrangements, contract negotiation and tenders, as well as corporate governance, we bring experience from top tier firms and in-house environments alike. Working collaboratively with businesses to achieve great things, we understand the importance of being commercial.

Services

Contract drafting and negotiation

Our corporate team has vast experience in contract drafting and negotiation across a range of industries, including energy, technology, health, manufacturing, retail and private health insurance. We assist with contract reviews, preparing template agreements and tender assessments, as well as leading negotiations and drafting amendments. Such agreements include:

  • Non-disclosure agreements
  • Goods and services agreements
  • MOUs
  • IT and software agreements.

We also use technology to create efficiencies where we can, giving you a speedier and more cost effective outcome.

 

Mergers and Acquisitions

We are highly experienced in mergers and acquisitions, with a particular emphasis on private transactions. From small to large clients, we can assist with a transaction from starting discussions all the way through to completion, or step in as required when things get tricky.

 

Joint venture and shareholder arrangements

We love assisting with structuring arrangements, including joint ventures and shareholder matters.  In addition to preparing shareholders agreements, joint venture agreements and guidelines, we can also advise on options for structuring.

 

Corporate governance and company secretariat support

We provide corporate governance assistance, including ongoing arrangements for company secretariat support. These services can include:

  • Preparing and reviewing constitutions
  • Preparing board and member resolutions and minutes
  • Assistance with ASIC filings
  • Preparing notices of meeting and explanatory memoranda
  • Advising in respect of officer duties.

Case Studies

Hive Legal advises Origin on the $267 million sale of its smart metering business.

Hive Legal has advised Origin Energy on the sale by competitive bid process of its ‘Acumen’ smart metering business to intelliHUB, a company to be jointly owned by Pacific Equity Partners and Landis+Gyr.

Hive’s role on the sale process included advising on business and sale structure, regulatory and data issues, evaluation of bids and preparation and negotiation of the suite of transaction documents. We also assisted Origin in preparing and negotiating a suite of long-term metering service agreements which were signed as part of the overall transaction.

Hive’s team is excited to have acted on these arrangements. They represent a significant development in the competitive metering market in Australia’s National Electricity Market, following major metering regulatory reforms which came into effect in December 2017.

 

Physiotherapy Transaction

We advised on the sale of a physiotherapy practice to a large health insurance company. Working directly with the Principals of the practice, we reviewed and negotiated the business sale agreement as well as services contracts for key personnel. Where necessary, we liaised with the practice’s accountants in respect to financial / taxation aspects of the transaction. We also provided advice and assistance for certain post-execution activities. In this case, our fixed ‘value based’ pricing offered our client budgetary certainty in relation to the transaction as a result, the Principals were comfortable calling us on-demand; allowing us to deliver the work in a truly collaborative and efficient fashion.

Trajan: Acquisition of MyHealthTest

Hive Legal is pleased to have supported Trajan Scientific Australia in its acquisition of MyHealthTest, an Australian healthcare service with expertise in analytical measurement and dried blood spot (DBS) technology.  The acquisition is an exciting development in Trajan’s business, including the beginning of a new business unit which provides the next step for its new and emerging disruptive tools for personalised preventative healthcare and data-based decision-making.

 Hive’s particular expertise in health regulation complemented our ability to manage the sale from a commercial perspective and provide a holistic approach to complex issues such as the transfer of health accreditations, data and samples.  Our flexible options and fixed pricing also allowed Trajan to determine the level of involvement they wanted us to have balanced with their internal capabilities, enabling them to retain control of streams such as due diligence, with a lower impact to their budget.

It is also a great example of how understanding our clients’ businesses through HiveGC+ can really add value when determining how we can best support them on significant transactions.

Telstra Health – Sale of Medinexus

Hive Legal assisted Telstra Health in the sale of its diagnostic imaging and pathology results delivery service, Medinexus, to Zed Technologies.  Hive provided support to Telstra Health’s legal and commercial teams in a way that enabled them to drive the transaction forward internally, but have access to Hive’s M&A and health expertise on the material legal issues across the transaction.  This flexible approach gave Telstra Health support where it was needed, without having to outsource areas that could be capably resourced by the internal team.

Our team

Adrienne Trumbull

Adrienne Trumbull

Principal

Joanna Green

Joanna Green

Principal

Rohila Rahimi

Rohila Rahimi

Senior Associate

Anna Peddey

Anna Peddey

Senior Associate

Adrian Faelli

Adrian Faelli

Associate

Lizanne Kleyn-De Villiers

Lizanne Kleyn-De Villiers

Associate

Meenal Chand

Meenal Chand

Lawyer