Friday, 24 March 2017
Media Library
BRR Media interview with Jeff Mansfield, Partner on Monday 14 April 2014 at 8:45am.
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Jeff Mansfield
“Each matter on which I work is a partnership with my client, not simply an exercise in legal knowledge.  I spend time understanding the business drivers of my client to ensure that the project is delivered according to their goals while minimising risk.”
Telephone +61 2 8915 1016
Facsimile +61 2 8916 2016
Email Jeff
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I believe that the reason clients ask me to work on their projects is that they want a teammate, someone who complements their experience and understanding of their business with legal skills and expertise that helps their business become more successful.  This is the way that I work with my clients, brainstorming the project from the outset, making their commercial objectives crystal clear so that the legal solutions are developed accordingly.  My role is really to convert complexity into simple concepts and to solve or minimise the legal challenges that may arise.


My work falls under the category of corporate and commercial law particularly mergers and acquisitions, private equity and corporate governance advice.  I advise on schemes of arrangement, takeovers, IPOs, secondary equity raisings, private equity investments as well as provide advice to company boards, both listed and unlisted.


I have been a partner at Addisons since 2004, having previously spent 21 years with Mallesons Stephen Jaques, 15 of which were as a partner.  I left Mallesons in 2000 to join a corporate venture capitalist business Redfern Photonics, initially as general counsel but subsequently as CEO.
 

My experience in corporate governance over many years has resulted in the development of a Continuous Disclosure Pack that may assist you to escalate potentially market sensitive matters to the right people.

 

To obtain this valuable tool please click here to register for free on-line access.

 

Qualifications

BComm LLB – University of New South Wales


LLM – University of Sydney

 

Member, Australian Corporate Lawyers Association
 

Member, Australian Institute of Company Directors
 

Member, Australian Venture Capital Association

“Now that the acquisition of the Allco Aviation business is complete, I thought I would drop you a note to thank you and your team for the brilliant work you did on the transaction.
 
Over the 11 months it took to win, document and then complete the transaction your team provided the highest level of legal and commercial advice and assistance.
 
Your wise counsel was invaluable in helping us to navigate through the various hostile shoals we encountered to bring the transaction to a successful conclusion.”
Stewart Smith
Vice Chairman
HNA Group (Hong Kong) Co. Limited
Latest Knowledge
Strata Renewal Plans and Strata Renewal Proposals – Will the redevelopment of redundant apartment buildings be more achievable for owners and developers?
16 March 2017
The Strata Schemes Development Act 2015 that commenced on 30 November 2016 offers significant benefits to the development industry by way of a new process that enables lot owners to end outdated strata schemes for sale or redevelopment purposes.
MORE INFORMATION
Gambling Law & Regulation Newsletter January 2017
23 December 2016
Welcome to the January 2017 Addisons’ Gambling Law & Regulation Newsletter.
MORE INFORMATION
Poor Relationships with Colleagues Leads to Dismissal
03 September 2015
BRR Media interview with Martin O'Connor, Partner on Thursday 3 September 2015 at 4:00pm.
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My work with clients is under the following categories:

 

  • Corporate and commercial
  • Corporate governance
  • Mergers and acquisitions
  • Private equity
     
 

Qualifications

BComm LLB – University of New South Wales


LLM – University of Sydney

 

Member, Australian Corporate Lawyers Association
 

Member, Australian Institute of Company Directors
 

Member, Australian Venture Capital Association

“Now that the acquisition of the Allco Aviation business is complete, I thought I would drop you a note to thank you and your team for the brilliant work you did on the transaction.
 
Over the 11 months it took to win, document and then complete the transaction your team provided the highest level of legal and commercial advice and assistance.
 
Your wise counsel was invaluable in helping us to navigate through the various hostile shoals we encountered to bring the transaction to a successful conclusion.”
Stewart Smith
Vice Chairman
HNA Group (Hong Kong) Co. Limited
Latest Knowledge
Strata Renewal Plans and Strata Renewal Proposals – Will the redevelopment of redundant apartment buildings be more achievable for owners and developers?
16 March 2017
The Strata Schemes Development Act 2015 that commenced on 30 November 2016 offers significant benefits to the development industry by way of a new process that enables lot owners to end outdated strata schemes for sale or redevelopment purposes.
MORE INFORMATION
Gambling Law & Regulation Newsletter January 2017
23 December 2016
Welcome to the January 2017 Addisons’ Gambling Law & Regulation Newsletter.
MORE INFORMATION
Poor Relationships with Colleagues Leads to Dismissal
03 September 2015
BRR Media interview with Martin O'Connor, Partner on Thursday 3 September 2015 at 4:00pm.
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KBL Mining
Our team acted for KBL Mining Limited in Supreme Court and Takeovers Panel proceedings against a vexatious lender that instigated a 4 month long campaign to seek to thwart KBL’s refinancing efforts and bring about a default under KBL’s existing loan.
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Matrix42 Acquisition of Silverback and Expansion into Australia
Advised Matrix42, Europe’s most innovative workspace management solution vendor, on its expansion into Australia and acquisition of Silverback, an established Enterprise Mobility Management (EMM) vendor with a strong, loyal and growing customer base, including major financial services companies in the Asia Pacific region.
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Acquisition of significant cement works
Advised a consortium of investors in relation to the acquisition of significant cement works. The transaction involved extensive negotiations in relation to the allocation of risk with respect to contingent liabilities as well as an in-depth analysis of the landholder duty implications of the transaction.
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Merger of Hood Sweeney and Shearer + Elliss
Acted for Hood Sweeney, a South Australian professional services firm, in its merger with Shearer + Ellis, a boutique accounting, financial planning and business coaching firm.
View Full Case Study
Bluestone Group – Issue to Private Equity Group – LDC
Our team advised diversified financial services company Bluestone Group on the Australian aspects of the sale of a significant stake in the company to mid-market private equity company LDC.
View Full Case Study
Phoenix Oil & Gas Limited – Backdoor Listing as “High Peak Royalties Limited”
Our team acted for Phoenix Oil & Gas Limited in its recent backdoor listing on the ASX.
View Full Case Study
HNA Group (Hong Kong) Co Limited
The HNA Group is a diversified transportation, logistics and hospitality group, which includes Hainan Airlines, the largest private airline in China.
View Full Case Study
CountPlus Limited ASX Listing
Our team acted for Countplus Limited on its initial public offering and listing on ASX. The transaction also involved staged acquisitions by Countplus of 18 accounting and financial planning businesses in the lead up to its initial public offering.
View Full Case Study
 

Qualifications

BComm LLB – University of New South Wales


LLM – University of Sydney

 

Member, Australian Corporate Lawyers Association
 

Member, Australian Institute of Company Directors
 

Member, Australian Venture Capital Association

“Now that the acquisition of the Allco Aviation business is complete, I thought I would drop you a note to thank you and your team for the brilliant work you did on the transaction.
 
Over the 11 months it took to win, document and then complete the transaction your team provided the highest level of legal and commercial advice and assistance.
 
Your wise counsel was invaluable in helping us to navigate through the various hostile shoals we encountered to bring the transaction to a successful conclusion.”
Stewart Smith
Vice Chairman
HNA Group (Hong Kong) Co. Limited
Latest Knowledge
Strata Renewal Plans and Strata Renewal Proposals – Will the redevelopment of redundant apartment buildings be more achievable for owners and developers?
16 March 2017
The Strata Schemes Development Act 2015 that commenced on 30 November 2016 offers significant benefits to the development industry by way of a new process that enables lot owners to end outdated strata schemes for sale or redevelopment purposes.
MORE INFORMATION
Gambling Law & Regulation Newsletter January 2017
23 December 2016
Welcome to the January 2017 Addisons’ Gambling Law & Regulation Newsletter.
MORE INFORMATION
Poor Relationships with Colleagues Leads to Dismissal
03 September 2015
BRR Media interview with Martin O'Connor, Partner on Thursday 3 September 2015 at 4:00pm.
MORE INFORMATION
Director update: ASIC reviews due diligence practices leading up to an IPO
3/8/2016
The Australian Securities and Investments Commission (ASIC) recently released a report detailing the findings of a review it conducted between November 2014 and January 2016 on due diligence practices leading up to an initial public offering (IPO).
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Rethinking “Associates”: The Takeovers Panel takes a Liberal Approach in its Ruling on Ainsworth’s Case
8/7/2016
On 24 June 2016, the Takeovers Panel published its preliminary findings in Ainsworth Game Technology Limited 01 & 02 [2016] ATP 9, taking the view that Mrs Ainsworth, a significant minority shareholder in Ainsworth Game Technology Limited (AGI), should be precluded from voting on a resolution to allow Novomatic AG to acquire a 52.52% shareholding in AGI from her husband, Mr Ainsworth, for over $473 million. Notwithstanding this, a resolution was passed on 27 June, by over 60% of the voting minority shareholders in AGI, to approve the transaction.
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A little goes a long way – lessons to be learnt from Takeovers Panel Guidance Note 23 for bidders and targets using “Shareholder Intention Statements”
26/2/2016
As a prospective bidder or target, what should you be wary of when obtaining or using shareholder intention statements?
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Default Interest Clause in Security Agreement: A Loophole for a Malevolent Lender to Claim ‘Double Interest’
14/5/2015
In many if not most general security agreements (GSA), you will find an interest clause, even though the loan agreement supported by the GSA will already have one. If you have ever negotiated a financing, you would probably never think twice about their mutual existence.
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Termination Benefits Policy: Does Your Company Need One?
1/7/2014
A termination benefits policy (TB Policy) is a shareholder approved policy for the payment of certain benefits to managers and executives on their retirement1 from the employ of a company or its related bodies corporate.
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Termination Benefits: How a Managing Director Got Stripped of Them
1/7/2014
This is the sorry tale of how Howard Renshaw (Mr Renshaw), managing director of Queensland Mining Corporation Limited (QMC), an ASX listed company, fell foul of the termination benefits provisions of the Corporations Act 2001 (Cth) (Corporations Act) (section 200B) and was required to pay all his termination benefits back to QMC.
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Success Fees - When are they Payable?
15/5/2014
It is essential to get the wording right in an engagement letter with a client otherwise potential success fees could be lost.
View Full Focus Paper
The Penalties Doctrine - How the future drafting of contracts must change after the High Court decision in the Andrews case
14/5/2014
The recent High Court decision in Andrews v Australia and New Zealand Banking Group Limited has expanded the scope of the penalties doctrine.
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Private Equity and MBOs - How to Sell Your Business or Attract Equity to Grow Through a Private Equity Buy-Out (Article 9 of 9)
17/4/2014
For private business owners or managers looking to sell their business or a stake in it, or to fund its next stage of growth, this is the ninth in a series of nine articles which provide a guide to understanding private equity and the private equity buy-out process.
View Full Focus Paper
Private Equity and MBOs - How to Sell Your Business or Attract Equity to Grow Through a Private Equity Buy-Out (Article 8 of 9)
11/4/2014
For private business owners or managers looking to sell their business or a stake in it, or to fund its next stage of growth, this is the eighth in a series of nine articles which provide a guide to understanding private equity and the private equity buy-out process.
View Full Focus Paper
Private Equity and MBOs - How to Sell Your Business or Attract Equity to Grow Through a Private Equity Buy-Out (Article 6 of 9)
27/3/2014
For private business owners or managers looking to sell their business or a stake in it, or to fund its next stage of growth, this is the sixth in a series of nine articles which provide a guide to understanding private equity and the private equity buy-out process.
View Full Focus Paper
Private Equity and MBOs - How to Sell Your Business or Attract Equity to Grow Through a Private Equity Buy-Out (Article 7 of 9)
26/3/2014
For private business owners or managers looking to sell their business or a stake in it, or to fund its next stage of growth, this is the seventh in a series of nine articles which provide a guide to understanding private equity and the private equity buy-out process.
View Full Focus Paper
Private Equity and MBOs - How to Sell Your Business or Attract Equity to Grow Through a Private Equity Buy-Out (Article 5 of 9)
19/3/2014
For private business owners or managers looking to sell their business or a stake in it, or to fund its next stage of growth, this is the fifth in a series of nine articles which provide a guide to understanding private equity and the private equity buy-out process.
View Full Focus Paper
Private Equity and MBOs - How to Sell Your Business or Attract Equity to Grow Through a Private Equity Buy-Out (Article 4 of 9)
12/3/2014
For private business owners or managers looking to sell their business or a stake in it, or to fund its next stage of growth, this is the fourth in a series of nine articles which provide a guide to understanding private equity and the private equity buy-out process.
View Full Focus Paper
Private Equity and MBOs - How to Sell Your Business or Attract Equity to Grow Through a Private Equity Buy-Out (Article 3 of 9)
5/3/2014
For private business owners or managers looking to sell their business or a stake in it, or to fund its next stage of growth, this is the third in a series of nine articles which provide a guide to understanding private equity and the private equity buy-out process.
View Full Focus Paper
Private Equity and MBOs - How to Sell Your Business or Attract Equity to Grow Through a Private Equity Buy-Out (Article 2 of 9)
26/2/2014
For private business owners or managers looking to sell their business or a stake in it, or to fund its next stage of growth, this is the second in a series of nine articles which provide a guide to understanding private equity and the private equity buy-out process.
View Full Focus Paper
Private Equity and MBOs - How to Sell Your Business or Attract Equity to Grow Through a Private Equity Buy-Out (Article 1 of 9)
19/2/2014
For private business owners or managers looking to sell their business or a stake in it, or to fund its next stage of growth, this is the first in a series of nine articles which provide a guide to understanding private equity and the private equity buy-out process.
View Full Focus Paper
M&A Purchase Price Calculations – the Locked Box Mechanism
9/11/2012
A ‘locked box’ is an alternative approach to preparing completion accounts, in the context of calculating the purchase price for private M&A transactions. Locked mechanisms will likely become more common as M&A activity picks up in favour of sellers, so it is thus timely to look at their advantages and the factors to consider when employing them.
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‘Trapped Leavers’ - The Risk of Having to Buy Back the Equity of Sacked Managers
11/7/2012
Terminated managers normally pack up their desks. Now, they may also be able to cash in their chips. In a recent case two sacked managers of a private company obtained orders that forced the majority shareholder to buy back their equity at fair value. Private Equity firms should consider the significance of this decision when putting in place a management equity package.
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Launching a Takeover Bid? A Pre-Bid Strategy Will Help It Get Lift Off
15/6/2012
For a bidder launching a takeover or scheme of arrangement, a pre-bid strategy can give them a better chance of achieving lift off. This paper summarises our analysis of takeover and scheme data for the past decade, and it is hard to ignore the correlation between pre-bid strategies and success rates. We then identify different strategies that bidders should consider, from the most common to the less well known, and we also present a hybrid strategy of our own.
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When is a Director Not a Director? Primacy of the Company Constitution
12/6/2012
* Directors must be appointed in strict accordance with the company constitution — reliance on saving provisions of Corporations Act not a safe bet; * One who acts as a director, and whom everyone fully believes to be a director, is not necessarily a director; *Executive escapes personal liability for breach of OHS responsibilities by good luck rather than company’s good management
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Pros and cons of conventional versus back door listing on ASX
12/6/2012
* A Back door listing is often the only way to achieve a listing if, for example, a listed entity seeks to merge with a non-listed entity or where a cashed up listed company acquires a new business; * Back door listing requires shareholder approval and greater lead times than conventional listing if readmission is required; * In assessing whether an existing listed entity is an appropriate listing vehicle for a back door listing, the promoters of the non-listed entity should also carefully consider the history of the entity
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Laying Your Cards on the Table – Equity Derivative Positions in Australia Exposed by Crown and Echo Entertainment - Do You Need to Disclose Your Equity Derivative Holdings?
5/4/2012
The issue of disclosure to the market of interests held through equity derivatives has been brought to the fore by the attention that the media has given to James Packer-backed Crown’s recent equity derivative holdings in Echo.
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Continuous Disclosure - What obligations do Directors have?
25/11/2011
Listed Australian companies have an obligation to keep the market continuously informed, subject to certain limitations, about any information that a reasonable person would expect to have a material effect on the price or value of their securities. Failure to do so may put the company in contravention of section 674(2) of the Corporations Act 2001 (Cth) (Corporations Act).
View Full Focus Paper
ASIC Finalises Guidance on Prospectus Disclosure - Regulatory Guide 228
18/11/2011
Following industry consultation on Consultation Paper 155 (CP 155) which was published by ASIC on 12 April 2011, ASIC released its finalised guidance on prospectus disclosure in the form of Regulatory Guide 228 (RG 228) on 10 November 2011.
View Full Focus Paper
Proposed Changes to the ASX Listing Rules – How the Changes Will Affect New Listings and Disclosure for Mining and Oil & Gas Companies
17/11/2011
ASX has recently issued two releases that may result in amendments to the ASX Listing Rules:
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Is recovery by directors of defence costs under D&O policies on the rocks? - Implications of Steigrad v Bridgecorp
4/11/2011
The recent decision of the High Court of New Zealand in Steigrad v Bridgecorp1. (Bridgecorp decision) has caused a stir amongst directors. It raises concerns over the recoverability by directors under traditional directors and officers insurance policies (D&O policies) for their legal costs in defending a claim against them.
View Full Focus Paper
 

Qualifications

BComm LLB – University of New South Wales


LLM – University of Sydney

 

Member, Australian Corporate Lawyers Association
 

Member, Australian Institute of Company Directors
 

Member, Australian Venture Capital Association

“Now that the acquisition of the Allco Aviation business is complete, I thought I would drop you a note to thank you and your team for the brilliant work you did on the transaction.
 
Over the 11 months it took to win, document and then complete the transaction your team provided the highest level of legal and commercial advice and assistance.
 
Your wise counsel was invaluable in helping us to navigate through the various hostile shoals we encountered to bring the transaction to a successful conclusion.”
Stewart Smith
Vice Chairman
HNA Group (Hong Kong) Co. Limited
Latest Knowledge
Strata Renewal Plans and Strata Renewal Proposals – Will the redevelopment of redundant apartment buildings be more achievable for owners and developers?
16 March 2017
The Strata Schemes Development Act 2015 that commenced on 30 November 2016 offers significant benefits to the development industry by way of a new process that enables lot owners to end outdated strata schemes for sale or redevelopment purposes.
MORE INFORMATION
Gambling Law & Regulation Newsletter January 2017
23 December 2016
Welcome to the January 2017 Addisons’ Gambling Law & Regulation Newsletter.
MORE INFORMATION
Poor Relationships with Colleagues Leads to Dismissal
03 September 2015
BRR Media interview with Martin O'Connor, Partner on Thursday 3 September 2015 at 4:00pm.
MORE INFORMATION