Greg is regularly engaged to act and appear in significant Corporations Act matters and in complex general commercial disputes, including contractual disputes.
Greg came to the Bar in 1995 following 5 years as a commercial solicitor with Freehills (now Herbert Smith Freehills) where his work included capital raisings, mergers and acquisitions and advising listed public companies on matters such as corporate governance, share plans and general meetings.
At the Bar, Greg has acted in a broad range of commercial matters. These have included matters in the areas of takeovers and reconstructions, investor class actions (being the Westpoint class action and the Fincorp class action), corporate insolvency, managed investment schemes (where he acted for the liquidators of Gunns Plantations Limited), shareholder disputes (including oppression proceedings), professional negligence, building and construction, trade practices, aviation, copy right and Aged Care.
While Greg has an extensive corporate and commercial practice, his predominant areas of practice are in the fields of the Corporations Act (including takeovers and reconstructions through a scheme of arrangement), company law, shareholder and corporate trust disputes (including oppression proceedings and corporate disputes arising out of intestacy), the duties of fiduciaries such as directors, partners and trustees, disputes arising out the sale of a business, corporate advisory work in relation to commercial transactions, partnership disputes and acting for clients in complex general commercial disputes. Greg has also acted for a number of rural law clients (click here for details).
Greg's corporate and company law practice includes acting for publicly listed companies, unlisted public companies and proprietary companies.
Examples of work undertaken by Greg in these corporate and commercial fields are set out below.
Takeovers and reconstructions (through a scheme or schemes of arrangement under the Corporations Act)
Greg has acted in 32 schemes of arrangement including schemes to effect takeovers, mergers, demergers and internal reconstructions. These have included schemes of substantial transaction value such as the 2019 $4.4b takeover by Brookfield of all of the shares in Healthscope Limited (in which Greg acted and appeared as lead counsel for ASIC as intervener at the first court hearing), the $1.9b takeover of Sirtex Medical Limited in 2018 by CDH Genetech Limited and China Grand Pharmaceutical and Healthcare Holdings Limited, the $3.8b merger in 2016 of M2 Group Limited with Vocus Communications Limited, the demerger in 2011 of Treasury Wine Estates from the Foster's Group, the subsequent $10.5b takeover of Foster's in 2011 by SABMiller and the $1.95b takeover in 2010 of Healthscope.
In the majority of the schemes in which Greg has acted, he has represented the scheme or target company (being the plaintiff in the proceeding and the company responsible for obtaining the required court orders for dispatching the scheme documentation and for having the scheme of arrangement approved). Greg however has also acted for bidders in takeover schemes of arrangement including for private equity bidders and acted in 2018 for CDH Genetech Limited and China Grand Pharmaceutical Healthcare Holdings Limited in their $1.9b takeover of Sirtex Medical Limited, which scheme of arrangement was approved by the Federal Court in Sydney in September 2018 and has an understanding of the issues required to be addressed by bidders including regulatoty approvals, funding and corporate finance/financial assistance matters. Greg, as noted above, has also acted for ASIC and as such has an undertanding of schemes of arrangement from the regulator's perspective.
Recent schemes of arrangement in which Greg has acted include the 2019 takeover by Brookfield of all of the shares in Healthscope Limited (in which he acted and appeared for ASIC at the first court hearing), the 2019 takeover by Kokusai Pulp & Paper Co. , Ltd ("KPP") of all of the shares in Spicers Limited (in which he acted for KPP), the 2019 takeover by Adamantem Capital for all of the shares in Legend Corporation Limited (in which he acted for Legend Corporation Limited), the 2019 takeover by Wesfarmers Lithium Pty Ltd (a wholly owned subsidiary of Wesfarmers Limited) of all of the shares in Kidman Resources Limited (in which he acted for Kidman Resources Limited), the 2019 takeover by Shell Energy Australia Pty Ltd ("Shell") of all of the shares in ERM Power Limited (in which he acted for Shell), the 2019 takeover proposal by Quadrant Private Equity for all of the shares in QMS Media Limited (in which he acted for QMS Media Limited), the 2018 takeover of Sirtex Medical Limited (in which he acted for the bidders) , the 2017 proposed takeover of SMS Management & Technology Limited by DWS Limited (which did not proceed by reason of a third party offer) (in which he acted for SMS), the 2016 takeover of Patties Foods Limited by an entity owned by funds managed or advised by Pacific Equity Partners Pty Limited (which invovled cash/scrip consideration) (in which he acted for Patties Foods), the 2016 takeover of Unity Mining Ltd by Diversified Minerals Pty Ltd (in which he acted for the bidders), the merger in 2016 of M2/Vocus referred to above (in which he acted for M2), the 2015 internal restructure of AusNet Services (which involved destapling the relevant securities and an associated trust scheme), the 2014 takeover of Oakton Limited by Dimension Data Australia Pty Limited (in which he acted for Oakton) and the 2014 internal reconstruction/amalgamation of the Little Real Estate Group. Greg was also retained (2015) in relation to the demerger of Clydedale Bank from the NAB.
In the 2019 Brookfield takeover of Healthscope Limited, Greg appeared for ASIC at the first court hearing on 16 April 2019 to make submissions on "class" composition in respect of the proposed scheme of arrangement. Justice Beach's judgment in respect of that hearing (handed down on 18 April 2019) contains a detailed discussion on the class composition question. See Re Healthscope Limited  FCA 542
In the 2019 Wesfarmers takeover of Kidman Resources Limited, Greg's submissions on behalf of Kidman Resources Limited at the first court hearing on 30 July 2019 included submissions on the "director benefit/director recommendation to shareholders issue". Justice O'Callaghan's judgment in respect of that hearing (handed down on 7 August 2019) contains a discussion on that issue. See Re Kidman Resources Limited  FCA 1226
Greg's work in the field of schemes of arrangement has included addressing the issue of shareholder activism noting that in the 2011 Cellestis scheme of arrangement (in which Greg acted for Cellestis Ltd) there was a shareholder action group and in the 2018 Sirtex scheme (in which Greg acted for the bidders), Sirtex Ltd was a respondent in a Federal Court investor class action proceeding at the time the scheme transaction commenced through to the approval and implementation of the scheme (which proceeding was still on foot post implementation).
Greg has co-lectured on the subject of "Schemes of Arrangement" (as a senior fellow) in the Melbourne Masters Program (University of Melbourne Law School).
Greg is available to act in schemes of arrangement both in Victoria and interstate. Greg has appeared interstate in schemes of arragement having appeared for the bidders in the Federal Court in Sydney In the Sirtex Medical Limited scheme of arrangment. Greg has also appeared in the NSW Supreme Court on behalf of Shell Energy Australia Pty Ltd as the proposed acquirer in the ERM Power Limited proposed scheme of arrangement.
Details of the schemes of arrangement in which Greg has acted can be found here.
Examples of Greg's advisory practice in this field include:
1. Directors - advising directors in relation to a merger proposal.
2. Partners - advising a law partnership as to governance matters and partner duties and obligations.
3. Trustees - advising a receiver in relation to the role of a debenture trustee in the context of a corporate collapse.
1. Advising in relation to Corporations Act matters in respect of an international transaction.
2.Advising in relation to Corporations Act corporate finance matters arising from the completion of a commercial transaction.
Private Company disputes
1. Acting in 2018 and 2019 in relation to a warranty claim arising out the sale of a business.
2. Acting in 2017 in an escrow contractual dispute on behalf of sellers of shares under a share sale agreement.
General Commercial Disputes
Recent examples of Greg's work in this field include:
1. Acting for Virgin Australia Airlines Pty Ltd from 2014 to 2015 in a multi-million dollar contractual dispute commenced by a John Holland company in the Victorian Supreme Court in 2014 concerning the maintenace of Virgin Australia's fleet of aircraft.
2. Acting from 2016 to 2018 for a retired farmer in a farming partnerhsip dispute against his son-in-law.
3. Acting for Bob Jane in 2012 (against his son Rodney) in proceedings commenced in the Victorian Supreme Court in relation to Calder Park Raceway.
4.Acting for the City of Casey in 2012 in the Victorian Supreme Court in a class action proceeding relating to a landfill site.
Greg is a member of the Bar's health and wellbeing committee and instigated the health and wellbeing survey undertaken by the Bar in 2018. Among other matters, the survey addressed the areas of mental health, mentoring, support structures, workplace bullying (including judicial bullying), sexual harrassment and discrimination.