An IPO fixes the capital structure, governance framework and disclosure obligations within which a business will operate for years. Getting it right is not a compliance exercise, it is a legal and commercial judgement under time pressure. Our recent work spans primary IPOs, dual-listed international admissions and demerger-driven listings across multiple sectors.

• Prospectus preparation and due diligence: A prospectus that is accurate, complete and capable of withstanding ASX and ASIC scrutiny is the foundation of a successful listing. We coordinate the due diligence and prospectus preparation processes with management, financial advisers, technical experts and other specialists.
• ASX admission and listing rule compliance: We advise on the applicable admission pathway and the admission application preparation, and guide the issuer all the way through lodgement, ASX's pre-quotation review and the milestones of ASX admission and quotation. Where the admission requires waivers or confirmations from ASX or other regulators, the waiver application and conditions negotiation are handled as part of the admission process.

We advise investors, issuers, underwriters and lead managers on all permutations of equity capital markets transactions. We negotiate mandates, prepare and review due diligence programs and offer documentation and advise on ASX and ASIC regulatory requirements and other assignments such as foreign investment regulation.

• Placements and institutional raisings: We act on major institutional placements and accelerated bookbuilds for listed companies. We regularly advise on placements exceeding A$200 million across the resources, technology and financial services sectors.
• Share Purchase Plans: Institutional raisings are frequently accompanied by Share Purchase Plans that extend an offer to retail shareholders on comparable terms. We advise on design, compliance, relief where required and offer documentation.
• Entitlement offers: Entitlement offers are the standard mechanism for raising capital in a manner that treats all shareholders proportionately. We advise on the structure of non-renounceable and renounceable entitlement offers, offer documentation and the applicable ASX and ASIC requirements.
• Secondary sell-downs: Transactions involving the sale of existing shares by major shareholders require careful management of the issuer’s disclosure obligations and the mechanics of the secondary offer. We advise issuers and selling shareholders on offer structure, documentation and regulatory considerations.

Multiple jurisdictionsmaymean overlapping disclosure, settlement and compliance requirements across multiple regulatory frameworks.

• Dual listings and cross-border capital raisings: We advise on the Australian dimensions of these transactions and work alongside local counsel in the relevant foreign markets, coordinating workstreams across exchanges. The Australia-Canada corridor is where our cross-border work is most concentrated. We have extensive experience with ASX/TSX dual listings and the coordination of Australian and Canadian disclosure obligations.
• Exchange migrations: We advise companies migrating from one exchange to another, who face regulatory, structural and timing challenges. The transaction requires management of both the Australian and the foreign exchange processes, working with local counsel to satisfy the requirements of the destination market while managing the origin exchange obligations.

• Hybrid instruments: Convertible notes, redeemable preference shares and instruments that combine debt and equity characteristics are standard features of sophisticated capital markets transactions. We advise issuers and investors on the structuring, documentation and regulatory treatment of these instruments across listed and pre-IPO contexts.
• Convertible notes: We structure and document convertible notes for listed companies and pre-IPO issuers, including instruments designed for companies considering dual listing on multiple exchanges.
• Integrated capital solutions: Some transactions combine a strategic equity placement with a debt component (a gold stream, royalty arrangement or convertible debt facility) that together constitute the funding package. We manage the integrated capital solution.

We advise boards and management on continuous disclosure governance pursuant to the ASX rules and the Corporations Act, including committee structures, trading window management and the treatment of material non-public information during transaction periods. We also advise on periodic reporting obligations and the legal dimensions of auditor engagement.

We advise on ASX Listing Rule compliance, such as governing shareholder approval requirements, capital structure changes, related party transactions, the conduct of capital raisings and the circumstances in which ASX approval must be obtained. Non-compliance can invalidate transactions and attracts regulatory scrutiny.

The governance architecture established at listing determines how the company is perceived by institutional investors and regulators from day one. For newly listed companies, that architecture is designed and implemented as part of the listing process. For established listed companies, ongoing advice covers director appointment and retirement mechanics, the management of contested board elections and the conduct of AGMs and EGMs.

Institutional shareholders, proxy advisers and activist investors each have distinct legal levers and commercial objectives. Boards are advised on legal options and engagement strategies to manage activist approaches, including requisitioned meetings, board spill campaigns and campaigns mounted against proposed transactions when shareholders contest a transaction or a board decision.