Experience

Our Experience

Hart & Co lawyers are the trusted advisers to small, medium and large businesses, ASX listed and other public companies and Government departments on commercial and employment law matters.

Manufacturing

Energy, Resources and Renewables

Financial services

Technology

Health, including pharmaceutical and distributors

Retail

Agriculture

Tourism

Labour supply

International Trade

Lawyers Weekly Awards Finalist

Women in Law Awards Finalist

Various Board appointments

LEAP Legal Software, Expert Panelist

Legal Forecast, Expert Panelist

Panelist at the Law Society of NSW’s Future of Law and Innovation in the Profession (FLIP) Conference

Reckon Accountants Expert Panelist

Thompson Reuters Practical Guidance

Donna

Clio

Employment & Workplace Law

• Advising a prominent NSW sporting organisation on the termination of an underperforming executive director (who also held shares which were bought back as part of the settlement).

• Advising an ASX listed professional services business on stand-downs, salary reduction and the redundancy of staff across the business during COVID-19.

• Preparation of a unique employee share scheme (non-concessional) for the executive employees of a Victoria wide commercial construction business.

• Advising an ASX listed software company on the process of restructuring their organisation and making a substantial number of their engineering team redundant. Roxanne also acted throughout the redundancy and prepared all relevant notifications and documents and calculated entitlements and provided the company with support and guidance every step of the way. No unfair dismissal claims were made against the employer and the restructure was considered a success.

• Acting for one of Victoria’s largest steel foundry businesses in drafting and negotiating two enterprise agreements, including assessing whether the agreements meet the better off overall test as against the relevant Award and advising on recommended changes. We acted for the business from the start of the process through to applying for approval in the Fair Work Commission and working with the business to have it approved.

• Advising on the termination strategies for disruptive managerial and executive-level employees and co-founders, including advice on how to deal with the associated vested and unvested shares in respect of both listed and private entities.

• Preparation of labour hire agreements for clients in various industries, including:

  • Hirers in the mining industry, hiring out workers to complete specific jobs;

  • Hirers in the insurance and health industry, hiring out specialist doctors and psychologists to leading health insurers; and

  • Hirers in the trade industry, hiring out painters, carpenters, chippies and other tradies to commercial and residential developers.

• Preparation of Associate Services & Room Licencing Agreements for medical practices and doctors.

• Preparation of a suite of employment contracts for an international private company based in the UK entering the Australian market. This involved preparing an executive-level contract for their Australian Managing Director which included terms in respect of linking KPIs to remuneration, share incentives, and restraints and non-solicitation obligations.

• Advising a VFL club on the termination of an underperforming coach.

• Advising a national commercial lighting business on the termination of an underperforming and disruptive executive director and shareholder.

• Advising a regional medical practice on the process to make a number of their nursing and administrative staff redundant, as well as change the position descriptions, hours and remuneration of the remaining staff to restructure the practice to become profitable. Most staff had been in the business for 10+ years under a previous owner and the new owner had inherited the legacy issues. Several nurses had a union involved. We advised on the entire redundancy process, including the initial notification, first meeting, second meeting and termination per the Award. We balanced risk management against the client’s desired outcomes and the business was ultimately restructured successfully.

• Advising numerous businesses including both professional services firms and software technology businesses on the different options around giving employee’s shares, advising on compliance with the Employee Share Scheme (“ESS”) tax incentive laws, and preparing ESS’s and Employee Share Option Plans (“ESOPs”), Vesting Deeds and Shareholders Agreements. 

• Advising an Australian based boutique clothing retailer (with both an online presence and 10 boutiques across Australia) on distribution agreements, supply terms, commercial contracts more generally, and employment law (including Award compliance). In June and July 2018, Roxanne advised the retailer on their organisational restructure from an employment law perspective (including redundancies).

• Acting for various renewables businesses across Australia in preparing credit applications and independent contractor agreements, particularly in relation to the installation of solar panels and the provision of wind farm services

Commercial & Corporate

• Advising one of Australia’s largest RTOs (Registered Training Organisations) on a complex shareholder dispute (where the other shareholder involved was a director and employee of the RTO). This involved providing strategic commercial advice on the best removal options available under the Corporations Act, Shareholders Agreement and Constitution, and ultimately executing the strategy with the best upside for the RTO with the least risk.

• Advising a mid-cap ASX listed company on various commercial matters including compliance with the Corporations Act and ASX disclosure and other associated listing requirements.

• Advising one of Australia’s largest e-commerce platform management firms on various commercial matters, including preparation of their template Client Services Agreement, and advising them on different ways of structuring investment and assistance with the legal requirements of their public capital raising.

• The lead lawyer acting for one of Australia’s newest insurers as they enter the Australian market, including advice on AFSL requirements, review and preparation of various commercial agreements including an AFSL licence agreement, services contracts, user terms and conditions, privacy documents, and competition terms and conditions. .

Business Sales & Investment

• Acting for the vendors of a large outsourced IT company in the sale of all their shares to a national IT business which was making strategic acquisitions across Australia. This involved advising on the terms of the Heads of Agreement and the Share Sale Agreement, which included various post-completion conditions such as a subsequent working capital adjustment and a 12-month earnout. We negotiated changes to protect the vendors’ position, particularly around security for the subsequent payments and the vendors’ rights in respect of managing the business and obtaining information during the earnout. We subsequently acted for the vendors through to successful completion, which involved preparing the necessary share transfer, resignation, and other corporate documents and preparing and registering the securities taken.

• Lead lawyer advising shareholders in My Foot Dr on a scrip for scrip acquisition by Healthia, and advising those same shareholders in respect of the listing of Healthia on the ASX. This involved reviewing and providing advice on the implications of the Roll Over Agreement, Share Conversion, Shareholders Agreement (pre-listing), Implementation Deed, Constitution, and various other transaction documents.

• Acting for the vendors in the sale of their national accounting, investment, insurance and financial advisory firm to a NASDAQ listed private equity firm under which the existing management were retained post completion. The sale included an earnout.

• Advising the vendors of a large managed IT services company in Melbourne in the sale of their equity to an ASX listed telecom company. The transaction was structured as a share sale with both cash and scrip consideration (with the scrip being subject to lock-up conditions under a Restriction Agreement).

• Acting for a national financial services partnership in the sale of a part interest in the partnership to a new partner which involved preparation of the sale documents as well as a new Partnership Agreement and an insurance-funded Buy/Sell Agreement.

• Acting for a financial services unit trust in the buy-out of a key founding financial adviser, which involved preparation of an Asset Purchase Deed (in respect of that adviser’s revenue stream), the Unit Purchase Deed (in respect of the units in the trust held by the adviser) and various loan and security documents as the sale was on vendor finance terms. The Asset Purchase Deed included an earnout and various other post-completion payments to the Vendor.

• Acting for a large fintech in the strategic acquisition of a competitor (financial services business). The acquisition was structured as a merger with scrip consideration. We created a new class of redeemable preference shares in the purchasing company which we issued to the vendors (in exchange for their shares in their company). There were over 30 vendors and different categories of vendor had different conversion and redemption terms attached to their preference shares.

• Advising on a successful public capital raising by an ag-tech company in regional Victoria, including reviewing, advising on and updating the Information Memorandum to comply with the Corporations Act as well as advising on the fundraising requirements more generally.

• Reviewing various Government and large business tender service and supply contracts and successfully negotiating changes on behalf of tenderers including a recent supply/services contract for a major Victoria infrastructure project.

• Advising a national architectural firm that was holding an architectural design competition on compliance with the various competition laws and licencing requirements in each State and Territory in Australia, and preparing their

  competition terms and conditions.