Current practice

Rodd practises in corporate and commercial law and has particular expertise in company takeovers. Rodd is the author of the leading book in this area, Takeovers Law and Strategy (2nd Edition, 2002) and is a senior fellow of the Faculty of Law of the University of Melbourne, where he lectures in company takeovers in the masters of laws program.  

Rodd is a member of the Takeovers Panel, the main dispute resolution forum for takeovers in Australia.  

He advises major Australian and international corporations and investment banks on a diverse range of issues including:   

• takeovers and takeover defences
• strategic sales processes
• equity capital raisings
• corporate governance
• corporate restructurings, and
• executive share and share option plans.

He is one of a select number of Australian lawyers singled out for inclusion in the International Who’s Who of Mergers & Acquisition Lawyers 2008 and in the International Who’s Who of Corporate Governance Lawyers 2007. He was also one of the few Australian lawyers named in the ’highly recommended’ category in Mergers & Acquisitions in the 2008 PLC Which Lawyer? survey.   

Industry experience

Major projects and clients

Rodd has been the prime legal adviser in a large number of public company takeover bids and defences. Recent ones include:

• Coles Group Limited’s ownership review process, culminating in the $22 billion acquisition by Wesfarmers, Australia’s largest ever (2007)
• Centro Properties Group – strategic review after liquidity issues (2008)
• Just Group’s defence of the takeover bid by Premier Investments (2008)
• Zinifex’s takeover of Allegiance Mining (2008)
• Coles Myer’s response to the unsolicited approach from the KKR-led consortium (2006)
• Skilled’s takeover bid for Catalyst Recruitment Systems (2006)
• Transurban’s bid for Hills Motorway (2005)
• Pacific Hydro’s strategic review and competing bids by Acciona and IFM (2005)
• Coles Myer’s joint bid with Macquarie Bank for Australian Leisure & Hospitality Group (2004)
• MYOB’s merger by scheme of arrangement with Solution 6 Holdings (2004), and
• Uecomm’s response to Optus’s bid (2004).
• He has also been involved in numerous other public company takeovers, including the Coles Myer merger (1985) and takeovers acting for Pacific Dunlop, Santos, AngloGold and Warner Bros.

Equity capital markets

Rodd’s involvement in capital raising in recent years has focused on hybrid securities and he has been involved in various transactions including:

• Santos’s FUELS issue (2004)
• ANZ’s StEPS issue (2003)
• Santos’s reset preference share issue (2001)
• Coles Myer’s $700 million ReCaps issue (2000), and
• Coles Myer’s converting preference share issue (1992).

Rodd also led the team which advised Cento Properties Group on its 2005 demerger of Centro Retail Trust, a pure property investment trust listed on ASX.

Rodd advised Coles Myer on its $700 million share buy-back program in 2005 and its $1 billion buy back program in 2006. He advised Orica on its $800 million exit from Incitec Pivot in 2006 by way of bookbuild and selective share buy back.

General advisory

He has extensive experience in advising corporations on a range of matters including:

• directors’ duties
• company constitutions
• dividend reinvestment plans
• bonus share issues
• procedures for general meetings, and
• share buy-backs.

Rodd advised Coles Myer in the proxy contest with Solomon Lew in 2002.

Share and option plans

Rodd has advised clients on a variety of executive and employee share and option plans including:

• Coles Myer
• Mayne Nickless
• ANZ Bank, and
• Alumina.

Professional background

In 1984, Rodd graduated from the University of Melbourne with Bachelor of Arts and Bachelor of Laws (Honours) degrees. He joined Freehills that year and became a partner in 1989.

He lectures part time in takeovers, mergers and acquisitions to postgraduate students at the University of Melbourne.