Corporate Advisory & Governance
Positioning your company for success
Allens is your trusted partner to provide tailored, integrated and pragmatic governance advice and insights.
Our Corporate Advisory & Governance team are across the issues and understand the trends that have elevated the prominence of governance issues in today's global corporate landscape; and have market-leading experience advising listed entities, large corporate groups, funds and private capital sponsors on their governance needs. We do this by bringing together specialists from across our firm, including experts from our Corporate, ESG, Risk & Compliance, Employment, Technology, Cyber & AI and Disputes practices—enabling us to apply a wholistic lens to identify, and make informed judgments on, the issues that matter to you.
Australian companies and their directors and officers succeed when they instil good corporate governance practices. They deliver for their stakeholders when they anticipate and accommodate a changing regulatory landscape; and they maximise their broader impact when they structure their organisations and make decisions in ways that take into account intersecting legal, commercial and societal issues. We are there at all stages of this journey to help position your company for success.
How we can help
We work proactively with our clients and their commercial and strategic advisers to do the following:
Understand trends, mitigate the risk of—and, if necessary, respond to—shareholder activist issues, including:
- identifying potential areas of shareholder activism (eg board composition, remuneration, ESG strategy, M&A activity and business operations);
- response to current, threatened or potential campaigns from investors, proxy advisers or special interest groups;
- advice and insights on key tactics used by activists and mitigation strategies; and
- preparedness and scenario planning.
Engagement with members, including:
- preparing and holding annual and extraordinary general meetings;
- proxy and share registry engagement;
- shareholder meeting trends and best practice; and
- investor relations and analyst briefings, and response to stakeholder issues.
Board and committee governance matters, including:
- advice (routine and acute) on board decisions, and the interplay with directors' duties, continuous disclosure and other ASX Listing Rules, prudential obligations (including FAR), insider trading laws and other regulatory requirements;
- takeover readiness—preparation for changes of control, M&A defence strategy and significant transactions;
- identifying and managing potential conflicts of interest;
- governance and risk management structures, including setting and overseeing risk appetite;
- interactions with regulators and responding to regulatory notices and investigations;
- D&O indemnification and liability protection; and
- mitigation activities, preparedness and responses to critical incidents, including cyber incidents.
Applying the Corporations Act 2001 (Cth) and other statutory processes to allow clients to realise the efficient allocation of capital and management of corporate groups, including:
- capital injections and intragroup funding arrangements;
- capital reductions and buy-backs;
- dividends and distributions; and
- re-gearings.
Establishing appropriate company and trust structures, including to review, update and embed:
- company constitutions and trust deeds;
- board and committee charters;
- board and shareholder resolutions;
- company policies and procedures (continuous disclosure policies, securities trading policies, codes of conduct etc); and
- reporting lines, delegation of authority instruments and powers of attorney.
Director and officer remuneration and incentive frameworks, including:
- equity incentive arrangements and interplay with termination benefits;
- remuneration reporting, including responding to strikes;
- succession and transitional arrangements for senior executives;
- executive services agreements; and
- advice on applying the relevant laws and prudential standards, including as to disclosure issues resulting from each of the above.
Preparing and verifying periodic corporate reports, including:
- financial reports;
- mandatory sustainability reports, including preparing for and making first disclosures under the new Australian regime;
- voluntary climate and nature-related reports, including consideration of the TCFD, ISSB and TNFD standards and recommendations;
- corporate governance statements; and
- advice on the application of the ASX Corporate Governance Council's Principles and Recommendations, governance arrangements and risk management frameworks regarding each of the above.
Experience that matters
We understand that corporate governance considerations touch on all aspects of how a company is structured, executes its strategies, manages its stakeholders and plans for the future.
Allens' integrated approach means you receive the benefit of our deep pool of knowledge, experience and sector-specific expertise that enables us to provide corporate governance solutions that speak to your needs and circumstances.
The following are examples of our Corporate Advisory & Governance work.
Responding to a shareholder activist campaign
We advised an ASX-listed entity across all the stages of a shareholder activist campaign—from monitoring the register to identifying and responding to stakeholder concerns, and dealing with regulators on disclosure and substantial holding issues. The activist campaign occurred in the context of a third-party transaction, and Allens' Corporate Advisory & Governance specialists worked alongside the deal team to provide integrated assistance in the context of a commercial timeline.
Managing a significant change in company leadership
We assisted a listed entity in managing the unscheduled change of its chief executive, advising the board on its disclosure obligations, regulatory requirements and stakeholder interests, as well as negotiating and documenting the terms of the exit (including remuneration and termination benefit issues).
We have similarly worked with clients as they responded to other acute events such as cyber incidents, threatened litigation and unexpected changes in their financial position.
Seeing through the full lifecycle of an executive remuneration framework
We worked with an ASX-listed entity and its specialist remuneration advisers to design and implement short- and long-term incentive plans for its senior leaders. This included navigating the complex regulations that sit behind the structure and disclosure obligations of the plans, in adopting the plan and making the initial awards; and—as the company's leadership inevitably changed over time—managing its ongoing disclosure requirements for both the securities exchange and in periodic corporate reports, and assisting the board in exercising its discretion under the rules. The laws that underpin remuneration frameworks are intricate and, given plan rules are not public, market practice is not readily apparent. However, missteps in application of the rules or disclosure can result in re-filings becoming necessary (and public) or potentially threaten the validity of awards. Central to our role was the breadth of experience that allowed us to guide our client to make confident decisions with regard not just to strict legal requirements but also to best practice.
Releasing a new position and strategy on climate
We advised a large ASX-listed entity as it reset its climate ambitions, and articulated its new strategy to its shareholders and the broader market in a fulsome climate sustainability report. Our Corporate and Climate Change specialists worked alongside multiple stakeholders within the business to prepare appropriate disclosures, and to ensure internal governance arrangements were in place to accurately verify those disclosures and monitor the reasonable grounds for material targets and commitments going forwards.
Reviewing governance structures to report against a new edition of the ASX Corporate Governance Council's Principles and Recommendations
We worked closely with a large ASX-listed entity to scope and implement an uplift regime in order for a client to be able to prepare for and comply with the recommendations of a new edition of the ASX Corporate Governance Council's Principles and Recommendations, which included reviewing multiple constituent documents and policies of the company, as well as governance and reporting frameworks. This was a substantial program of work, which occurred over a number of months and involved working alongside the client's legal, secretariat, employment and sustainability specialists.
Featured publications
INSIGHT
Continuous disclosure for listed companies – key points from recent developments
27 Jun 2024