James Halliday

Expertise

• Mergers and acquisitions
• Assisting all companies (including early stage businesses) with corporate governance, documentation and fundraising, including seed funding and capital raising
• Joint ventures
• Corporate advisory including risk management
• Infrastructure project work and project finance structuring arrangements
• Wholesale and enterprise commercial contracting, including transactional service agreements, ‘supply back’ agreements and other service contracts
• ‘Whole of business’ projects for clients, including developing contract precedents and risk management processes and procedures
• Corporate reorganisations
• Insolvent reconstructions and sales

Experience

M&A

• Advising [commercial in confidence] fund in relation to its acquisition of a major telecommunications company with an enterprise value in the hundreds of millions of dollars, including due diligence, transactional documents and completion.
• Advising [commercial in confidence] fund on the subsequent divestment of parts of that business.
• Advising a [commercial in confidence] financial services provider on a M&A ‘roll up’ program, in which the client acquired approximately 20 financial planning, accountancy and related businesses over as 12-month period by share sale, asset sale and consultancy arrangements, including the issue of convertible notes and redeemable preference shares to fund these acquisitions.
• Advising a different [commercial in confidence] financial services operator in acquiring a major trustee company business.
• Advising a [commercial-in-confidence] corporation on all aspects of an incorporated joint venture with an offshore naval design and construction firm to support a major shipbuilding tender to a national government.
• Advising on the establishment and documentation of an Australian joint venture between [commercial in confidence] global providers of business services.
• Advising on all aspects of the sale of a regulated embedded energy smart meter business to an energy company.
• Advising a [commercial in confidence] major government business enterprise on an internal restructure, internal asset transfer and corporate reorganisation.
• Advising a consumer goods distribution business on all aspects of a management buy-back (by way of selective capital reduction), including term sheet, due diligence, transaction documentation and regulatory filings.
• Advising an overseas property fund on the acquisition of various development projects in Australia and establishing various investment structures to do so as well as related transactions.
• Advising a [commercial in confidence] telecommunications company in relation to all aspects of a transaction with another major telco, with an announced deal NPV of several hundreds of millions of dollars. James has also acted on a subsequent major renegotiation of that transaction.
• Advising a [commercial in confidence] offshore renewables energy operator on buying out the minority interest held by its business partner in an Australian renewables energy joint venture business.
• Advising on the divestment of a data centre business.

Fundraising

• Advising a provider of smart vehicle technology in relation to all aspects of its Series A capital raising, and subsequent issue of convertible notes to founders.
• Advising an established technology services company in relation to all aspects of its Series A and Series B capital raisings, including including due diligence, information memorandum, capital re-structure (preferred securities), transaction documentation and closings.
• Advising the same company in relation to the initial public offering of its shares on ASX.
• Advising a financial services company on all aspects of its Series B capital raising, including due diligence, participating on the due diligence committee, preparing and verifying information memorandum, transaction documentation.

Project Work and restructuring

• Advising a [commercial-in-confidence] corporation on the successful deployment of its submarine cable project (now operational), including front end construction and finance arrangements and cornerstone customer contracts with oil and gas operators.
• Advising another [commercial-in-confidence] corporation on its proposed deployment of a cable system between two countries.
• Advising a [commercial in confidence] Pacific Island government on the purchase of a submarine cable telecommunications system.
• Advising a large consumer goods manufacturer and distributor on an internal restructure of its operations preparatory to demerger and spin off.
• Advising a major government business enterprise on an internal restructure, internal asset transfer and corporate reorganisation

Recognition

James has been recognised in Chambers and Partners, and in 2016 was awarded the Lexology ‘Client Choice’ Award in the Australian mergers and acquisitions category, as voted by senior corporate counsel.

Until recently, James was the general editor of the Lexis Nexis legal bulletins ‘Inhouse Counsel’ and ‘Media, Technology and Communications Law Bulletin’.

Career