Steinepreis Paganin offers clients a comprehensive range of corporate, mining and resources and commercial legal services. Since its inception, the firm has developed a substantial corporate and commercial practice servicing the needs of our clients locally, interstate and overseas. We are known for our corporate work for public company clients, particularly in acting on initial public offerings and mergers and acquisitions, but we act on matters in a wide range of areas.

The firm’s principal areas of work include:

• equity fundraisings;
• initial public offerings;
• mining and resources;
• takeovers and reverse takeovers;
• mergers and acquisitions (including all types of share sales and asset sales);
• corporate strategy, structuring and execution;
• AFS licensing and compliance;
• corporate reconstructions;
• corporate dispute resolution (such as board spills)
• managed investment schemes;
• legal due diligence;
• dual listings; and
• general corporate compliance advice on the Corporations Act and the Listing Rules of the Australian Securities Exchange (ASX).

We principally provide advice to companies seeking a listing, listed companies, large private companies, investment banks, broking houses, high net worth investors and private equity firms on their general corporate and commercial matters.

The advice focuses primarily on compliance with the requirements of the Corporations Act and the ASX Listing Rules (where it applies) and includes:

• corporate mergers, acquisitions and divestments, due diligence, structuring and restructuring issues, whether by asset sale, share sale or other mechanism
• joint venture, management and other commercial agreements
• Corporations Act and ASX Listing Rule compliance issues, including drafting notices of meetings, board minutes, shareholder minutes, considering continuous disclosure obligations, corporate governance, periodic disclosure obligations to ASX and the like
• drafting and obtaining ASX waivers and ASIC modifications for transactions, as required
• Australian Financial Services Licence applications and compliance obligations
• company secretarial services

Our firm is consistently ranked 1st Australia wide in providing legal advice on new listings. Our percentage of the IPO market is generally around 20%, each year. In addition, we advise on many other equity offerings, including rights issues, accelerated rights issues, placements, convertible note and debt issues and share purchase plans.

Our experienced team provides advice to unlisted and listed companies, broking houses, investment banks, corporate advisers, managed funds, financial advisers, underwriters, private equity groups and high net worth investors in all capital markets transactions.

We are known for our clear and practical advice on new and existing structures, and we are always aware of the new developments in this area, plainly because we do this work day in day out. We are able to provide introductions to our clients to broking houses and underwriters.

Our capital markets services include providing advice on:

• seed capital and other pre-IPO offerings
• initial public offerings, taking the process from concept through due diligence, drafting the offer under the Prospectus and preparing the application to ASX and finally listing
• listed and unlisted managed funds
• secondary offerings including rights issues (plus accelerated rights offers), placements and share purchase plans
• more complex capital instruments, such as debenture and convertible note offerings
• buy-backs and capital reductions
• reconstructions and re-compliance with the ASX listing rules under chapter 11

Our mergers and acquisitions practice forms a large part of the work that we do, and we have advised on numerous takeovers, schemes of arrangement and other transactions, small and large, in this area.

We will work with the client and the corporate advisory team from the outset in order to structure all aspects of an offer, or to formulate a defence. Our team will commonly consist of a partner, a senior lawyer and a junior lawyer, however if the task demands more resources, then with a lawyer pool of over 30 experienced corporate lawyers, we are able to devote those resources as required. We are experienced in complex bids, or hostile situations, and have substantial experience in commencing and defending Takeovers Panel applications.

The services we provide include advising on:

• bid strategy
• preparing for, formulating and defending takeover bids
• drafting of Bidder’s and Target’s Statements
• mergers by scheme of arrangement
• share or asset acquisitions and divestments
• cross-border transactions
• private equity acquisitions
• obtaining all necessary regulatory approvals and ASX and ASIC waivers relevant to mergers or acquisitions

As a Western Australian law firm, we recognise the need for an independent firm to provide advice on state matters in the mining and resources sectors, to both local, interstate and overseas parties. The Western Australian mining and resources sector is experiencing rapid growth and with the demand from China and India for coal, iron ore and other metals, and the interest of overseas investors in Western Australia’s resources, we believe we are well placed to do so.

We advise on most aspects of energy and resources projects and, in addition, we are able to make introductions to interested parties, both to new and existing projects, and to respected individuals who may be able to assist in identifying appropriate projects and companies.

Our experience includes hard rock mining, oil and gas and other resources projects, not only in Australia but in overseas jurisdictions, including Asia, Europe, South America and Africa. Our lawyers regularly engage with international clients and advisers on cross border transactions, and we have a list of well regarded affiliates in other countries able to provide expert advice and translation services, if required.

The more specific services include providing advice on:

• mergers and acquisitions of mining and resource assets, either direct at the asset level, or at the company level (takeover, scheme or other)
• due diligence (including appropriate title searches) and all regulatory approvals
• pre and post completion matters for an acquisition or divestment
• Foreign Investment Review Board notifications and approvals, if required
• various agreements including joint venture agreements, sale and purchase agreements, option agreements, different types of royalty agreements, mineral rights agreements, compensation agreements, access agreements and toll treatment agreements
• All aspects of mine development
• Environmental regulation
• Native title implications of resource and other project development and compliance issues under the Native Title Act