Private equity transactions are defined by valuation discipline, governance design and the precision of fund and deal structuring. Sponsors, investors, fund managers and portfolio company boards require counsel who understands the investment lifecycle from the moment a fund is formed to the point of exit, and who can integrate legal, regulatory and tax advice without losing execution momentum. Getting the structure right at fund formation and at entry determines what is achievable at exit.
We advise private equity funds, fund managers, institutional investors, co-investors and portfolio companies on the full spectrum of private equity work, from fund establishment and regulatory compliance through to deal execution, portfolio management and liquidity events.
Areas of expertise
A private equity fund requires a legal architecture that is fit for its investment mandate, its investor base and its regulatory obligations. We advise fund managers on the formation and structuring of private equity funds, including limited partnership agreement design, management company and carried interest arrangements, co-investment structures, continuation vehicles and secondary fund structures. Our funds management practice holds deep expertise in Australian financial services regulation (including AFSL licensing, responsible entity requirements, product disclosure obligations and the managed investment scheme regime) and this is integrated directly into fund formation work. Tax structuring is addressed from the outset: fund-level tax efficiency, investor tax positions, carried interest treatment and the consequences of FIRB conditions on fund deployment are managed as part of a coordinated advisory mandate, not as an afterthought.
We advise on minority and control equity investments used to fund expansion, acquisition programs and balance sheet optimisation. Structuring work covers investor rights, preferred equity arrangements, governance frameworks, shareholders' agreements and conditions to funding. We act for both fund sponsors and investee companies, advising on the terms and mechanics that govern deployment, return and control. Inbound investment structuring includes FIRB advice on national security conditions, sector notifications and approval timelines.
Management equity plans are a critical component of PE-backed governance and are central to deal economics and retention. We design and document management equity plans, co-investment arrangements, ratchets and hurdle structures, addressing vesting conditions, leaver provisions, drag and tag rights and the tax treatment of equity grants. The interaction between management equity design, the fund's carried interest structure and exit mechanics requires precise coordination, and our tax practice is directly involved in this work.
Exit structuring requires alignment across deal type, tax treatment, regulatory pathway and timing. We advise on trade sales, secondary transactions, management buyouts, dual-track processes and IPO pathways. For continuation vehicles and GP-led secondary transactions (a growing feature of the Australian market) we advise on fund restructuring, LP consent mechanics, FIRB implications and the regulatory requirements associated with the vehicle. Our M&A and Capital Markets practices are integrated into exit execution, covering the full range of transaction types and counterparty environments.
PE fund managers operating in Australia face a complex and evolving regulatory environment. We advise on AFSL licensing obligations, responsible entity and custodian requirements, the Financial Accountability Regime (FAR), AML/CTF compliance and ongoing product and governance obligations. Regulatory compliance work is coordinated with fund formation and transaction advice, ensuring that the fund's legal and operational framework satisfies its obligations from launch. Our investment funds practice maintains close engagement with ASIC, Treasury and relevant industry bodies on policy reform affecting the sector.
Portfolio companies require sustained legal support across governance, acquisitions, employment, regulatory compliance and capital throughout the fund's hold period. We advise portfolio companies on bolt-on acquisitions, corporate restructuring, follow-on funding rounds, management equity arrangements and employment assignments. Work is coordinated with the sponsoring fund so that legal advice at the portfolio level aligns with the fund's investment thesis and exit timeline.
Private credit is an increasingly active asset class within the Australian private capital market. We advise private credit funds, managers and borrowers on the structuring and documentation of direct lending, mezzanine finance, unitranche and structured credit facilities. Fund-level work covers LP agreement design, AFSL obligations and the regulatory treatment of credit mandates. Transaction-level work covers credit agreement negotiation, security package design, intercreditor arrangements and enforcement. Our banking and finance practice works alongside the funds and tax teams on complex private credit mandates.
Tax is material to private equity at every stage: from fund structuring and acquisition through to portfolio management and exit. We advise on transaction structuring to optimise after-tax returns, the tax treatment of acquisition and exit structures, management equity tax implications, stamp duty and GST on asset and share transactions, and the tax aspects of fund formation including carried interest treatment and GP/LP arrangements. The tax practice is embedded in deal teams and fund formation work, providing integrated advice rather than sequential review.
Our experience
Anacacia Capital (A$1 billion+ under management) – Establishment of A$280 million continuation vehicle
Advised Anacacia Capital on the establishment of its A$280 million continuation vehicle, Anacacia V, acquiring interests in three portfolio companies (Direct Couriers, RP Infrastructure and Big River Industries (ASX: BRI)) from earlier Anacacia funds. Scope covered fund structure and establishment, primary and secondary transactions for the sale and purchase of portfolio interests, FIRB approval and ASX regulatory requirements. One of the first continuation vehicles of its kind in Australia.
Perron Group Limited – First-of-its-kind fund structure
Advised Perron Group, a large private investment office based in Western Australia, on establishing a first-of-its-kind fund structure, including fund structuring, tax considerations, fund documentation and negotiations with asset managers Channel Investment Management and JANA.
Mulpha Australia Limited – Fund formation, restructure, divestments
Advised Mulpha Australia on ongoing fund formation, restructure projects and fund divestments across venture capital, equities, property and debt mandates. Mulpha is part of Mulpha International BHD with total assets exceeding A$1.9 billion.
Private equity and fund managers – Regulatory compliance
Advised multiple PE and institutional fund managers on AFSL licensing, FAR implementation, AML/CTF compliance and ongoing financial services regulatory obligations. Engaged by Parliament, Federal Treasury and ASIC on policy reform affecting fund managers.
Chartered Pacific and other fund managers – Design and structuring of investment schemes
Advised Chartered Pacific and other fund managers on the design and structuring of novel managed investment schemes, including funds incorporating tokenised assets and digital asset investment strategies, covering licensing requirements, product disclosure obligations, custody arrangements and the regulatory treatment of tokenised fund interests.
Five Australian investment funds – Acquisition advice
Advised Bombora, MA Growth Ventures Fund, Wunala Capital, Perennial and Regal - holding convertible debt instruments in DemystData during its A$157 million acquisition by Feedzai Inc. Advised on fund rights within a complex capital structure, offer structure to optimise liquidity outcomes, the Implementation Deed between securityholders and the Sale Agreement.
Advised multiple PE-backed companies on governance structuring, bolt-on acquisitions and exit preparation across healthcare, technology, logistics and consumer sectors, including management equity plan design, employment structuring and pre-exit governance implementation.
Fund sponsors – IPO preparation
Supported fund sponsors in preparing portfolio businesses for IPO, including pre-listing restructuring, governance implementation and preparation of disclosure documentation for ASX listing.