Corporate Advisory

Overview

Corporate governance and commercial decision-making shape enterprise risk and long-term performance. Thomsons advises boards, executives and in-house teams on corporate structuring, governance, risk, compliance and commercial contracting, where accountability, stakeholder confidence and regulatory exposure intersect.

The practice covers the full lifecycle of corporate activity: formation, capital management, mergers and acquisitions, reorganisations and ongoing operations. Work involves assessing governance and contractual exposure, determining transaction strategy and supporting disciplined decision-making in complex corporate and procurement environments.

Clients span listed and private companies, multinationals, government agencies and major corporates across energy and resources, financial services, healthcare, agribusiness, infrastructure and technology. The practice works closely with the Mergers and Acquisitions, Capital Markets and Government Regulation and Public Law teams on transactions and regulated mandates.

Areas of expertise

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Advising on group structuring, legal entity reorganisations, intercompany arrangements and corporate simplification initiatives. Work covers the design of appropriate governance structures, tax implications and regulatory alignment. The practice handles complex multi-step transactions involving asset demergers, joint ventures and multiple shareholder approvals, including cross-border structuring with dimensions in Australia, Asia, North America and Europe.

Advising boards on directors' statutory and fiduciary duties, board policies and processes, delegation frameworks and decision-making protocols. Work covers risk oversight obligations, management of conflicts of interest, board and committee governance structures, and supporting boards through regulated transactions and stakeholder-sensitive decisions. The practice advises at board and executive level across listed companies, government entities, not-for-profits and regulated institutions.

Advising on shareholder communications, general meeting procedures and the management of shareholder approvals for major transactions. The practice also acts in shareholder disputes, minority rights issues and activist situations, advising companies and boards on strategic and legal responses. Work intersects with takeover defence, continuous disclosure obligations and capital management, and is closely integrated with the Mergers and Acquisitions and Arbitration, Litigation and Dispute Resolution practices.

Designing and implementing compliance programs, internal policies and control systems to manage legal, regulatory and operational risk. The practice advises across the full spectrum of corporate compliance obligations, including continuous disclosure, financial reporting, director notification requirements and regulatory engagement with ASIC, APRA and other Commonwealth and state regulators. Work includes structuring governance responses to regulatory change and advising on the interaction between compliance obligations and commercial risk appetite.

Drafting, negotiating and managing a wide range of commercial agreements including supply, services, distribution and partnership contracts. The practice advises on procurement strategies and tender processes for private and public sector clients, with a focus on governance, probity and optimal risk allocation in contract frameworks. Regulated procurement environments and government procurement mandates are supported through close integration with the Government Regulation and Public Law practice.

Our experience

Qoria Limited – A$3 billion merger with Aura Consolidated Group

Advising Qoria Limited (ASX: QOR) on its A$3 billion merger with US-based Aura Consolidated Group Inc., implemented through an Australian scheme of arrangement. The transaction united two global leaders in digital safety, with Qoria shareholders receiving equity in Aura through CHESS Depositary Interests. Work covered deal structure, regulatory approvals and transaction documentation for this cross-border merger, with Aura's planned ASX listing adding further execution complexity.

Piedmont Lithium – A$890 million merger with Sayona Mining

Advised Piedmont Lithium Inc. on its A$890 million merger with Sayona Mining to create a leading North American hard rock lithium producer, critical to the US electric vehicle supply chain. The transaction involved a merger agreement and plan under a compressed timetable, with complex cross-border legal requirements spanning Australia, Canada and the United States, including ASX/ASIC regulatory and shareholder approval requirements. The team worked closely with Piedmont's financial advisors and US counsel throughout execution.

Orezone Gold – US$593 million acquisition of Casa Berardi gold mine

Advised Orezone Gold (ASX: ORE, market cap A$1.8 billion) on the Australian regulatory and compliance aspects of its acquisition of the Casa Berardi gold mine in Quebec, Canada, from Hecla Quebec Inc., for up to US$593 million. The deal structure combined cash, Orezone shares and contingent consideration of up to US$241 million, with royalty streaming support from Franco-Nevada. The matter required careful coordination across Australian and Canadian legal workstreams.

Iron Mine Contracting Group – C$115 million sale to North American Construction Group

Acted for the shareholders of Iron Mine Contracting Group on the C$115 million sale of the business to North American Construction Group (NYSE/TSX: NOA). Work covered transaction documentation, employment arrangements for key personnel, tax considerations and due diligence coordination across a cross-border transaction spanning Australia and Canada.

Yamato Kogyo – Acquisition of Salix Products

Advising Yamato Kogyo Co. Ltd, a Tokyo Stock Exchange-listed iron and steel company, on its acquisition of 50% of shares in Salix Products Pty Ltd, an Australian rail business. Work covered Foreign Investment Review Board matters, cross-jurisdictional due diligence, securities releases, buyer loans and the harmonisation of Japanese and Australian legal requirements, with in-person completion coordinated across Australia, Japan and Europe.

Westgold Resources – Post-merger asset divestment

Advised Westgold Resources (ASX market cap A$2.4 billion) on the divestment of non-core assets following its A$2.2 billion merger with Karora Resources. Work involved structuring and executing the asset separation to allow Westgold to focus on its core gold operating portfolio.

Yindjibarndi Energy Corporation – Renewable energy joint venture

Advising Yindjibarndi Energy Corporation on the establishment of a renewable energy project joint venture in Western Australia with ACEN Corporation, with a project value exceeding A$1 billion. Work covered joint venture structuring and governance arrangements to support the indigenous corporation's long-term participation in the project.

Brighter Super and CareSuper – Financial Accountability Regime implementation

Advising Brighter Super, CareSuper and multiple other large superannuation funds on the full implementation of the Financial Accountability Regime (FAR), the Commonwealth's enhanced accountability framework for directors and senior executives of APRA-regulated entities. Work covered identification and mapping of accountable persons, delineation of accountability statements and accountability maps, and development of governance frameworks to satisfy the regime's core compliance requirements.

Mercer Superannuation – ASIC enforcement and compliance obligations

Advising Mercer Superannuation, a A$70 billion fund, at board and executive level on its response to ASIC enforcement proceedings alleging systemic failures in compliance with Corporations Act breach reporting obligations and licence conditions. Work included advising on the scope of the fund's compliance obligations, managing regulatory engagement with ASIC's Enforcement Committee, and preparing fact and penalty submissions. The matter required coordinated advice to Mercer's board, C-suite and legal teams across Australian and US jurisdictions.

Mitsubishi Motors – Strategic shareholding acquisition in Fleetpartners Group

Advised Mitsubishi Motors Corporation on its strategic on-market acquisition of shares in Fleetpartners Group Limited (ASX market cap A$585 million), increasing its shareholding to 19.9%. Work covered structuring the acquisition to comply with Foreign Investment Review Board requirements, competition law and the takeovers regime under the Corporations Act. The acquisitions were executed as coordinated on-market block trades within a single trading day, requiring precise structuring and real-time execution support.

Nuix Limited – Directors' duties proceedings

Acting for the former chairman and non-executive directors of Nuix Limited in ASIC civil penalty proceedings alleging breaches of directors' duties. The proceedings involve complex questions of corporate governance, the scope of non-executive director obligations and the standards of conduct required of board members in a listed company context.

Overview

Areas of expertise

Corporate structuring and reorganisations

Directors' duties and board governance

Shareholder activism, rights and disputes

Corporate compliance and risk management

Commercial contracts and procurement

Our experience