A.        Overview of Court and Mediation practice

Greg came to the Bar in 1995 following 5 years as a corporate advisory and transaction lawyer with Freehills (now Herbert Smith Freehills).

Over his 28 years at the Bar, Greg has acted in a broad range of commercial and corporate law matters, including corporate takeovers and reconstructions, commercial relationship disputes, investor class actions, corporate insolvency, managed investment schemes, professional negligence, building and construction, trade practices, aviation, copy right and Aged Care.   

Greg is a specialist in schemes of arrangement and has acted in some 40 schemes of arrangement to effect corporate takeovers, mergers, demergers and internal corporate restructures. Greg also teaches in this area as part of the Melbourne Law Masters program and regularly gives seminars to national law firms on recent developments in this field of the law. Greg is often retained where the proposed scheme of arrangement or trust acquisition proposal is complex or novel or where shareholder activism is anticipated. Further details are set out below regarding Greg’s practice in this area.

Greg is also a nationally accredited mediator.  Over the course of his career at the Bar, Greg has acted in numerous mediations across all State Courts and the Federal Court for both plaintiffs and defendants involving a broad spectrum of commercial and corporate disputes. This has included acting in multi-party mediations (often over several days).  Greg brings this extensive experience and understanding to his role as mediator.  Further details are set out below.

Greg’s other areas of Court and advisory practice are corporate advisory work in relation to commercial transactions, commercial relationship disputes (including  oppression proceedings and partnership disputes) disputes  arising from share sale and sale of business agreements and complex commercial and contractual disputes, further details of which are set out below. 

 B.        Schemes of Arrangement

Overview of expertise

Greg has acted in 40 schemes of arrangement (and trust acquisition proposals) including schemes to effect corporate takeovers, mergers, demergers and internal reconstructions.  These have included schemes of substantial transaction value such as the 2023 $9.5b acquisition by BHP of OZ Minerals Limited (in which Greg acted for OZ Minerals).

For many years Greg has acted and appeared alone in substantial and complex schemes of arrangement.  Greg has also led junior barristers in schemes of arrangement.  While Greg continues to work, from time to time, with leading silks (from both Melbourne and Sydney, including in some of the schemes referred to below) in schemes of arrangement, he predominantly acts and appears alone in these matters.   Greg has acted and appeared in a broad range of schemes of arrangement encompassing takeover (or change of control) schemes, demerger schemes, merger schemes, top-hatting restructure schemes, destapling restructure schemes involving share schemes and a trust scheme and internal reconstruction schemes involving orders under section 413 of the Corporations Act.  Greg’s experience in this field of the law extends beyond the issues and challenges that commonly arise in schemes and includes navigating schemes through the court process in the context of complex transaction structures, bidding contests, shareholder activism and in one case acting for the acquirers where the target company was the subject of a class action proceeding. 

Greg has acted for target companies, acquirers (including private equity) and for ASIC in scheme of arrangement transactions.

Recent scheme of arrangement matters

A sample of some recent schemes of arrangement (and trust acquisition proposals) in which Greg has acted  include the 2023 acquisition by BHP of OZ Minerals Limited (in which Greg acted for OZ Minerals), the 2023 acquisition of SILK Laser Australia Limited by Wesfarmers (in which Greg acted for SILK Laser Australia), the 2023 Carbon Revolution Limited scheme (involving a scheme and a “de-SPAC” merger transaction in which Greg acted for Twin Ridge Capital Acquisition Corp, a special purpose acquisition company (known as a SPAC) listed on the New York Stock Exchange), the 2022 acquisition of Angel Seafood Holdings Ltd by Laguna Bay (in which Greg advised Angel Seafood in respect of certain aspects of that transaction), the 2021 acquisition by JBS Australia of the shares in Huon Aquaculture Group Limited (in which Greg acted and appeared for Huon and which involved two alternative but concurrently proposed schemes of arrangement, a simultaneous takeover bid and an associated share sale agreement in relation to the major shareholder), the 2021 acquisition proposal by NorthWest Healthcare Australia RE Limited for the units in the Australian Unity Healthcare Property Trust (an unlisted managed investment scheme) in which Greg acted for NorthWest and where the acquisition proposal was opposed by the responsible entity, the 2020 takeover of OptiComm Ltd by Uniti Group Limited (in which Greg acted and appeared for Uniti Group and which involved two competing proposals by Aware Super Pty Ltd) and the 2020 takeover of Village Roadshow Limited by BGH Capital (private equity) (in which Greg acted and appeared for Village Roadshow Corporation Pty Ltd – the largest shareholder in Village Roadshow Limited – which involved two alternative but concurrently proposed schemes of arrangement and an associated share sale agreement in relation to the major shareholder).

Further details (by category) of some of the schemes of arrangement in which Greg has acted can be found here.  

Role extends beyond the Court process

Greg's work in this field extends beyond the court process and includes pre-announcement review of transaction documents, advice on discrete transactional issues, advice and input regarding the structure and content of the scheme booklet, advice regarding recourse to the Takeovers Panel and the consideration of, and proposed response to, issues raised by ASIC.

In addition to being retained by national law firms who practice in this area, Greg is also retained by boutique commercial law firms in these types of transactions.

Complex scheme structures and shareholder activism

Greg is often retained where the proposed scheme of arrangement or trust acquisition proposal is complex or novel or where shareholder activism is anticipated (as to shareholder activism, see the 2021 Huon scheme which involved shareholder activism by Tattarang Agrifood Pty Ltd and the 2020 Village Roadshow scheme where there was shareholder activism by an American based investment fund).  

 Helping to shape or clarify the law

In some schemes of arrangement in which Greg either acted alone (or was leading a junior) he has helped to shape or clarify the law in certain important areas in this field of the law.  See, by way of example Re Healthscope Limited [2019] FCA 542 (in which Greg acted for ASIC) on the class test in the context of a related transaction and Re Kidman Resources Limited [2019] FCA 1226) (where Greg acted for Kidman) on the question of whether a director receiving an additional benefit as part of the transaction is able to make a voting recommendation.

 Lecturing, seminars and submissions to Government and to the Court on potential areas of reform

Greg co-lectures on the subject of "Schemes of Arrangement" (as a senior fellow) in the Melbourne Masters Program (University of Melbourne Law School) (having recently taught the course in 2023 and 2024) and has often given seminars about recent developments in this area to law firms who practice in this field.

Greg was primarily responsible for the preparation of the submission made by the Commercial Bar Association of Victoria to the Treasury in June 2022 in response to the Treasury's consultation paper entitled " Corporate control transactions in Australia: consultation on options to improve schemes of arrangement, takeover bids, and the role of the Takeovers Panel".

Greg also co-authored the joint submission made by the Victorian Bar and the Commercial Bar Association to the Federal Court on its consultation letter dated 15 May 2023 regarding potential changes in the manner in which schemes of arrangement are dealt with by the Federal Court.

Greg is available to act in schemes of arrangement both in Victoria and interstate.  

C.        Mediation

Greg is a nationally accredited mediator and is available to act as a mediator both in Victoria and interstate.

Greg has acted in numerous mediations across all State Courts and the Federal Court for both plaintiffs and defendants involving a broad spectrum of commercial and corporate disputes, including in the following areas -  partnership disputes, franchising, Corporations Act oppression proceedings, share sale agreements, misleading and deceptive conduct claims in various contexts, professional negligence claims,  investor class actions following a corporate collapse, guarantee claims, insolvency (including preference claims and trading while insolvent claims), rural law matters, contractual disputes (including complex and document heavy disputes), building and construction disputes and Aged Care.

Greg has acted in multi-party mediations and understands the dynamic operating between multiple parties in the context of seeking to reach an overall settlement of a dispute. Greg has also acted in multi-day mediations and mediations which have been adjourned to enable further steps or actions to be taken by one or more of the parties in the context of the mediation process.

Greg brings this extensive experience and understanding to his role as mediator.

D.        General commercial law expertise 

Greg’s other areas of Court and advisory practice are corporate advisory work in relation to commercial transactions, commercial relationship disputes (including oppression proceedings and partnership disputes) disputes arising from share sale and sale of business agreements and complex (document heavy) contractual disputes.

 E.        Committees and Associations

Greg is a member of:

- the Corporations Committee of the Business Law Section of the Law Council of Australia; and

- the Commercial Bar Association of Victoria.