Sunday, 20 October 2019
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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
Australia - Online Gambling: What is a Bet? Decision in Lottoland v ACMA
26 September 2019
Addisons acted for Lottoland in Lottoland’s recent successful application to the Supreme Court of New South Wales in which it sought declarations that various of its products were not “prohibited interactive gambling services” under the Interactive Gambling Act 2001 (Cth) (IGA).
MORE INFORMATION
Employment Law in Australia Overview
05 July 2019
In Australia, employment is primarily regulated by legislation at the Federal level. There are some areas, notably long service leave, which continue to be regulated at the State and Territory level.
MORE INFORMATION
Two big cases involving big name brands, Penfolds and Bega
08 May 2019
When you are strolling the aisles of a supermarket or bottle shop, what makes you instinctively reach for a familiar brand? Why do you choose one company’s product and ignore the other similar-looking products sitting next to them on the shelf? Brand recognition and brand loyalty are central to a product’s profitability.
MORE INFORMATION

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
Australia - Online Gambling: What is a Bet? Decision in Lottoland v ACMA
26 September 2019
Addisons acted for Lottoland in Lottoland’s recent successful application to the Supreme Court of New South Wales in which it sought declarations that various of its products were not “prohibited interactive gambling services” under the Interactive Gambling Act 2001 (Cth) (IGA).
MORE INFORMATION
Employment Law in Australia Overview
05 July 2019
In Australia, employment is primarily regulated by legislation at the Federal level. There are some areas, notably long service leave, which continue to be regulated at the State and Territory level.
MORE INFORMATION
Two big cases involving big name brands, Penfolds and Bega
08 May 2019
When you are strolling the aisles of a supermarket or bottle shop, what makes you instinctively reach for a familiar brand? Why do you choose one company’s product and ignore the other similar-looking products sitting next to them on the shelf? Brand recognition and brand loyalty are central to a product’s profitability.
MORE INFORMATION
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.
View Full Case Study
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.
View Full Case Study
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
Australia - Online Gambling: What is a Bet? Decision in Lottoland v ACMA
26 September 2019
Addisons acted for Lottoland in Lottoland’s recent successful application to the Supreme Court of New South Wales in which it sought declarations that various of its products were not “prohibited interactive gambling services” under the Interactive Gambling Act 2001 (Cth) (IGA).
MORE INFORMATION
Employment Law in Australia Overview
05 July 2019
In Australia, employment is primarily regulated by legislation at the Federal level. There are some areas, notably long service leave, which continue to be regulated at the State and Territory level.
MORE INFORMATION
Two big cases involving big name brands, Penfolds and Bega
08 May 2019
When you are strolling the aisles of a supermarket or bottle shop, what makes you instinctively reach for a familiar brand? Why do you choose one company’s product and ignore the other similar-looking products sitting next to them on the shelf? Brand recognition and brand loyalty are central to a product’s profitability.
MORE INFORMATION
Proposed Reform to ASX Listing Rules Deferred to 1 December 2019
30/5/2019
In the January 2019 edition of our ECM Bulletin, we reported on a series of major reforms that ASX is proposing to make to its listing rules, with effect from 1 July 2019. ASX has now announced a deferral of the implementation date to 1 December 2019, to allow listed entities time to focus on their 2019 AGMs before needing to implement the proposed reforms.
View Full Focus Paper
Know the difference between 'general advice' and 'personal advice': ASIC v Westpac Securities Administration Ltd
30/5/2019
Where an AFS Licensee is only licensed to provide general advice to retail clients, it must be careful not to pitch the promotion of financial products to retail clients so that the promotion crosses the line from being general advice to personal advice. The recent Federal Court proceedings brought by ASIC against Westpac Securities Administration Ltd is relevant in this regard, where the court considered the question of whether the Westpac entity gave general advice or personal advice in promoting its free superannuation consolidation service to BT members. We look at the key learnings from this case in this paper.
View Full Focus Paper
Update on the two 'explosive cases' arising from ANZ's 2015 $2.5 billion placement
27/5/2019
In this article we take a look at the separate criminal and civil proceedings ANZ is currently defending in relation to its $2.5 billion placement to institutional investors in 2015. While both proceedings are moving at a characteristically slow pace, as they develop they will provide the opportunity for greater guidance on continuous disclosure obligations as well as how market participants should conduct themselves in a joint underwriting arrangement.
View Full Focus Paper
Director's duties: responding to corporate opportunity and shareholder activism
13/5/2019
Recent proceedings before the Federal Court involving unlisted Australian public company CellOS Software have provided valuable insight into the duties of directors in responding to corporate opportunity and shareholder activism. In this bulletin, we discuss what may constitute diversion of corporate opportunity by directors, and highlight important considerations for directors when proposing to postpone an EGM requisitioned by shareholders.
View Full Focus Paper
Directors’ Duties - "Should we?" - the High Court says "NO" in ASIC v Lewski
6/2/2019
APRA’s 2018 review into CBA’s corporate governance practices recommended injecting into CBA’s DNA a “should we?” question in relation to all dealings with and decisions on customers. The High Court expressed a similar sentiment in its recent decision in ASIC v Lewski, reminding company boards of the high standard expected of directors in making decisions when the stakes are high, the amounts involved are significant and there are potential conflicts of interest involved. The court at first instance also made some helpful observations in relation to when a director can or should rely on professional advice in making a determination, which is summarised in the article.
View Full Focus Paper
Proposed tightening of competency requirements for financial advisers servicing retail customers – introduction of new “Option 6”
30/1/2019
A new professional standards regime for financial advisers commenced on 1 January 2019, which apply to all individuals with AFS licences that provide personal advice to retail investors on complex financial products. These professional standards however do not automatically apply to the responsible managers of AFS licensees that are corporations, partnerships or groups of trustees (unless they are themselves financial advisers). ASIC is proposing to bridge this gap by amending its competency guidelines for AFS licensees. We discuss the proposed reforms in this paper.
View Full Focus Paper
Key pointers for equity research analysts in preparing sell-side research during a capital raising life cycle
30/1/2019
The organisational structure, policies and practices of some financial services firms can result in an actual or apparent lack of research independence, particularly where the firm has both corporate advisory and research arms. Recognising the need to preserve the integrity of research, ASIC has released detailed guidance on research practices, governance and control frameworks aimed at minimising the risk that an analyst may be pressured into providing a favourable valuation of a company and minimising the reliance on staff integrity to achieve such objectives. In this paper, we highlight some of ASIC’s key recommendations.
View Full Focus Paper
ASIC extends existing AFS licensing relief for foreign financial services providers
29/1/2019
ASIC is proposing to replace the existing AFSL relief available to foreign financial services providers, with a stand-alone licence regime specifically tailored to address the practical issues encountered in monitoring and supervising foreign financial service providers. It is expected that the application process will be consistent with the “ordinary” AFSL application process, but that holders of the new “foreign AFS licence” will have modified compliance obligations.
View Full Focus Paper
AFS licensing relief for trustees of wholesale equity schemes: key pointers for fund managers seeking to rely on ASIC relief
25/1/2019
ASIC has updated the regime for Australian financial services (AFS) licensing relief available to trustees of wholesale equity schemes (Wholesale Trustee Relief). This relief enables wholesale equity schemes to be established and operated, relying only on the AFS licence of the manager, and not the trustee, so long as the manager and trustee are related bodies corporate.
View Full Focus Paper
Major reforms proposed to ASX Listing Rules released 28 November 2018
24/1/2019
In its first major update to the Listing Rules in over two years, ASX is proposing to roll out a series of amendments to its listing rules, aimed at clarifying and enhancing the integrity and efficiency of the securities market that it operates.
View Full Focus Paper
Should you be checking your termination benefit approvals?
21/9/2018
A recent unreported decision of the NSW Supreme Court should have executives rushing to their lawyers to check that their entitlements on retirement or termination from office have been properly approved by shareholders. It is not enough that shareholders have been told about an executive’s termination benefits and then given some general approval to them. For termination benefits approval to be effective, requirements as to both form and substance need to be strictly observed.
View Full Focus Paper
Tips and traps in planning your company's IPO
25/5/2018
Dwight D. Eisenhower once said that plans are worthless, but planning is everything. The first step in your company’s initial public offering (IPO) is to plan for the journey.
View Full Publication
Equity Capital Markets - Recent Developments
7/5/2018
In the second half of 2017, there were a number of key developments in the area of equity capital markets.
View Full Focus Paper
Fundraising- recent developments
21/4/2017
This paper looks at some recent reports published by the ASIC touching on fundraising issues, changes to the ASX Listing Rules and some waiver requests concerning fundraising which have recently been declined by the ASX.
View Full Focus Paper
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).
View Full Focus Paper
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.
View Full Focus Paper
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?
View Full Focus Paper
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.
View Full Focus Paper
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.
View Full Focus Paper
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.
View Full Focus Paper
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.
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 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
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.
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
Australia - Online Gambling: What is a Bet? Decision in Lottoland v ACMA
26 September 2019
Addisons acted for Lottoland in Lottoland’s recent successful application to the Supreme Court of New South Wales in which it sought declarations that various of its products were not “prohibited interactive gambling services” under the Interactive Gambling Act 2001 (Cth) (IGA).
MORE INFORMATION
Employment Law in Australia Overview
05 July 2019
In Australia, employment is primarily regulated by legislation at the Federal level. There are some areas, notably long service leave, which continue to be regulated at the State and Territory level.
MORE INFORMATION
Two big cases involving big name brands, Penfolds and Bega
08 May 2019
When you are strolling the aisles of a supermarket or bottle shop, what makes you instinctively reach for a familiar brand? Why do you choose one company’s product and ignore the other similar-looking products sitting next to them on the shelf? Brand recognition and brand loyalty are central to a product’s profitability.
MORE INFORMATION