Corporate 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.

 

Providing general commercial assistance to GreenSync

Since 2017, we have been providing general commercial assistance to GreenSync, an energy technology company. Working directly with GreenSync’s commercial team, our assistance has included leading negotiations for software as a service agreements, assisting with corporate governance and preparation of meeting materials, non-disclosure agreements, and MOUs. Our flexible approach enables GreenSync to call on us as needed, with work delivered collaboratively.

Physiotherapy Transaction

In late 2018, 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.

Our team

Adrienne Trumbull

Adrienne Trumbull

Associate Principal

Joanna Green

Joanna Green

Principal

Rohila Rahimi

Rohila Rahimi

Senior Associate

Anna Peddey

Anna Peddey

Senior Associate