Saturday, 18 May 2013

David Ferguson
"I am treated by my clients, and I see myself, as part of their management team. This means close liaison with directors and executives and regular visits to both their corporate headquarters and operational facilities."
Telephone +61 2 8915 1053
Facsimile +61 2 8916 2053
Email David
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I believe that a legal adviser can be most effective if they have a good understanding of their clients' businesses. This principle applies whether you are working on large scale transactions, such as capital raisings or acquisitions, or more operationally focused matters such as customer contracts. I have found this to be even more critical for my work in the food and consumer sectors, where it is important to understand everything from the production process through to the supply chain associated with product sales. My understanding of these areas allows me to provide advice to my clients that is consistent with the needs of their business and their growth strategies.
 
I am treated by my clients, and I see myself, as part of their management team. This means close liaison with directors and executives and regular visits to both their corporate headquarters and operational facilities.
 
My work in the legal areas of corporate/commercial and mergers/acquisitions has been heavily oriented towards the food sector acting for clients such as Bega Cheese, Ricegrowers/SunRice and Tatura Milk Industries over many years.
 
I was a partner for 23 years in major law firms Abbott Tout and Dibbs Barker before joining Addisons in 2010.

  

Qualifications 

BA (Hons) LLB – University of New South Wales

“David Ferguson has helped Bega Cheese over many years to develop and grow our business, culminating in our recent IPO and ASX listing. His expertise and understanding of our business ensures that we receive legal services that help us get things done.”

Barry Irvin
Chairman
Bega Cheese

My work for clients falls under the headings of:

 

  • Corporate/commercial
  • Mergers and acquisitions
     
  

Qualifications 

BA (Hons) LLB – University of New South Wales

“David Ferguson has helped Bega Cheese over many years to develop and grow our business, culminating in our recent IPO and ASX listing. His expertise and understanding of our business ensures that we receive legal services that help us get things done.”

Barry Irvin
Chairman
Bega Cheese
Bega Cheese IPO
We advised Bega Cheese on its initial public offering and listing on the ASX in mid-2011, which completed over-subscribed and raised $35 million for Bega Cheese. The lead-up to the listing included advising the company with respect to its overall corporate strategy.
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Bega Cheese full merger with Tatura Milk Industries
Following the successful listing of Bega Cheese on the ASX, Bega Cheese acquired 100% control of Tatura Milk Industries Limited by way of scheme of arrangement. Taking the intimate knowledge of both Bega Cheese and Tatura Milk Industries we acquired in the IPO process, our team advised Bega Cheese in relation to the scheme and worked closely with the legal advisers to Tatura Milk Industries, Norton Gledhill, to prepare the scheme booklet and navigate the court and shareholder approval process within a tight timeframe.
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Bega Cheese investment in Warrnambool Cheese and Butter
Our team acted for Bega Cheese in relation to its December 2010 cornerstone 15% investment in ASX-listed Warrnambool Cheese and Butter Factory Company Limited, including Bega Cheese’s participation in the follow on entitlement offer conducted by WCB and a further ‘top up facility’ to allow Bega Cheese to maintain its target interest of 15%. Minter Ellison acted for WCB.
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Long term contracts for Bega Cheese and Tatura Milk Industries
One of the core business activities of Bega Cheese and its subsidiary Tatura Milk Industries is the manufacture of dairy products for supply to third party customers. These contract manufacture arrangements often involve the supply of large quantities of products on a long term basis and, accordingly, it is important that the commercial terms be carefully formulated and documented. In this respect, long term contract manufacturing arrangements are viewed as having the same level of significance as acquisitions, with a focus on key provisions such as ordering and supply, pricing and liability. The formulation of these long term contracts, coupled with manufacturing expertise and the successful management of the customer relationships, underlies the business growth of Bega Cheese and Tatura Milk Industries.
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Qualifications 

BA (Hons) LLB – University of New South Wales

“David Ferguson has helped Bega Cheese over many years to develop and grow our business, culminating in our recent IPO and ASX listing. His expertise and understanding of our business ensures that we receive legal services that help us get things done.”

Barry Irvin
Chairman
Bega Cheese
Addisons Contractual Interpretation Series - The Statutory Contract
12/2/2013
In a previous series of articles we looked at the judicial interpretation of common contractual provisions. This article moves on to the consideration of a particular type of contract, namely the constitution of a company, and reviews the approach adopted by courts to the interpretation and enforcement of the so-called statutory contract.
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Addisons Contractual Interpretation Series – Entire Agreement Clauses – Entirely Reliable?
18/10/2012
This is one of a series of articles in which we review the judicial interpretation of some words and phrases that are commonly used in contracts. In this article we look at “entire agreement clauses”.
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Addisons Contractual Interpretation Series - Implied Duty of Good Faith
11/10/2012
In an earlier article, we looked at the meaning and usage in commercial contracts of an express obligation to “negotiate in good faith”. This article examines a different aspect of the law on good faith, namely, when a requirement of good faith will be implied into a contract. We also identify the kind of obligations that good faith imposes on contracting parties, and consider whether you can expressly exclude these obligations from your contract.
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Addisons Contractual Interpretation Series - “Best Endeavours”
27/4/2012
This is one of a series of articles in which we review the judicial interpretation of some words and phrases that are commonly used in contracts. In this article we look at the meaning of the phrase “best endeavours”.
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Addisons Contractual Interpretation Series - “Material Breach”
20/4/2012
This is one of a series of articles in which we have reviewed the judicial interpretation of some words and phrases that are commonly used in contracts. In this article we look at the meaning of the phrase “material breach”.
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Addisons Contractual Interpretation Series - Obligation to “Negotiate in Good Faith”
26/3/2012
This is one of a series of articles in which we review the judicial interpretation of some words and phrases that are commonly used in contracts. In this article we look at the meaning of the phrase “negotiate in good faith”.
View Full Focus Paper
  

Qualifications 

BA (Hons) LLB – University of New South Wales

“David Ferguson has helped Bega Cheese over many years to develop and grow our business, culminating in our recent IPO and ASX listing. His expertise and understanding of our business ensures that we receive legal services that help us get things done.”

Barry Irvin
Chairman
Bega Cheese
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