Justin is a partner in our Corporate practice. He advises on all aspects of corporate transactions, mergers & acquisitions, fund raisings and funds management with extensive experience in the financial services and property funds management industries.

Justin is recognised as a leading corporate M&A lawyer in the peer-reviewed 2011 Australia Edition of Best Lawyers.

His areas of work include:

• public and private share and asset sales, schemes and takeovers
• joint venture and shareholder arrangements
• listed and wholesale funds
• all aspects of corporate compliance and governance, Corporations Act, ASX Listing Rules, foreign acquisitions and takeovers, and insurance acquisitions and takeovers
• all aspects of life insurance regulation and funds management mergers, sales and acquisitions
• investment management and advisory arrangements
• executive remuneration and employee benefit vehicles.

Major clients & projects

Justin has over 20 years experience in corporate law and transactions, many involving the financial services and property funds industries. These include:

Property Fund, M&A and Capital Raisings

• acting for Lend Lease on its $1.06bn acquisition of Valemus (Abigroup and Baulderstone)
• acting for Lend Lease on its $806m accelerated rights offer
• acting for Abacus on its $600m joint venture with Heitman LLC
• internalisation of the Babcock & Brown Japan Trust, subsequent stapling of Astro Japan Property Trust and revision of its Master TK arrangements.
• establishment of the Lend Lease Group stapled structure
• acting for Lend Lease on its proposed merger with Mirvac and its proposed takeover of FKP
• acting for Abacus on cornerstone investment by the Kirsh Group, low-doc rights offer and subsequent institutional placement
• establishment of the Multiplex Group’s $1 billion cross-staple convertible equity notes (CNSEI)
• schemes for the proposed stapling of Lend Lease and General Property Trust, and eventual separation arrangements
• acting for Lend Lease Asian Retail Investment Fund on acquisition of retail development sites at Jurong Road and Somerset Central (Singapore) and related joint venture arrangements
• establishment of the warehousing and instalment receipt arrangements for the Charter Hall Umbrella Fund
• assisting Forum Partners (HK) on the Australian aspects of its refinancing of Galileo Japan Trust
• takeover of the listed Sundowner Hotel chain by Lend Lease Real Estate Partners 2
•  acting on proposed joint venture with Tokyu for establishment of the Tokyu JREIT

Fund Establishment and Capital Raisings

• establishment of the $S750m Lend Lease Asian Retail Investment Fund (a Singapore retail fund)
• establishment of the $300m Lend Lease Real Estate Partners 3 wholesale fund offering
• various wholesale fund capital raisings for APPF Retail ($500m), APPF Commercial (various), APPF Industrial, Lend Lease Core Plus and MTN offer for APPF Retail
• assisting establishment of a range of listed and unlisted property funds (acting for NAB as equity arranger) including:
  • Charter Hall Umbrella Fund
  • Grocon Property Trust
  • Multiplex Acumen Prime Property Fund and Multiplex European Prime Property Trust
  • Domaine SEQ Growth Fund
  • Sunland Diversified Land Fund
  • Stockland Direct Retail Trust No1
  • Valad Opportunity Fund Nos 11 & 12 (including the delisting of VOF11)
• assisting Investa in its proposed DEGI German joint venture.
• establishment of the Antares Lodestar Absolute Return Trust Australian Shares (ALARTAS) – a nabCapital long/short fund, and the Fairview Australian Equities Fund.

Financial services M&A

• the $4.6 billion sale to National Australia Bank of MLC and other financial service businesses
• the sale to Westpac of the BT Financial Group
• various aspects of the sale to NAB of AVIVA
• various company schemes (under Part 9 of the Life Act) for the consolidation of the NAB/MLC life companies
• NAB’s acquisition of Plum Financial Services Limited
• acquisition of MLC Hong Kong Limited (a Hong Kong life insurance company now part of Axa) and associated shareholder arrangements
• acquisition by competing selective capital reduction of Godfrey Pembroke Financial Services Limited

Other

• off-market buy-backs for Lend Lease and TAB
• Lend Lease’s buy-out of the Crosby UK minorities
• Court approved scheme for Lend Lease’s acquisition of Delfin Limited.

Justin has been with Freehills since 1987, and has extensive experience in corporate and commercial law and transactions.

His experience in the funds management industry includes a period of secondment to MLC Limited as in-house counsel. In recent years he has been involved on a range of deals in Australia, Singapore, United Kingdom, Hong Kong, China and Japan.

He has a broad range of experience in establishing joint ventures in various jurisdictions, oversaw the establishment of the firm’s joint venture precedents and has lectured on this subject to the Australian Graduate School of Management.

Justin holds a combined Arts/Law degree from the University of New South Wales and is admitted to practice both in Australia and England.