Capital Markets

Capital Markets

Merging Legal Expertise & Commercial Strategy

To Deliver Practical Solutions

Capital Markets

Nova Legal provides tailored advice and efficient transaction management services on a broad range of capital market transactions.

We work closely with our clients, including ASX Listed companies, unlisted public companies, private companies, corporate advisers, underwriters, private equity groups, high net worth investors, brokers and promoters.

Our Capital Markets services include:

  • Listed Companies:
    • Transaction management and coordination, including:
      • initial advice, proposals and structuring
      • due diligence and due diligence committee management
      • prospectus drafting and/or review
      • review of expert reports and liaison with experts and advisors
      • ASX listing application
    • Seed capital, pre-IPO offerings and recapitalisation of ASX shell companies
    • IPOs and backdoor listings/reverse takeovers on ASX
    • Dual listings on AIM and TSX
    • Secondary offerings – rights issues, accelerated rights issues, placements, share purchase plans, convertible notes and convertible loan agreements, employee incentive schemes
    • Capital management – share buy-backs, returns on capital, reductions of capital and demergers
    • Offer documentation – prospectuses, information memorandums, offer information statements, subscription agreements
  • Private Companies:
    • Structuring advice and proposals
    • Fundraising without a disclosure document
    • Placements and convertible notes
    • Information memorandums

Mergers & Acquisitions

Mergers & Acquisitions

Merging Legal Expertise & Commercial Strategy

To Deliver Practical Solutions

Mergers & Acquisitions

Nova Legal provides advice and assistance on all aspects of mergers and acquisitions from inception to settlement. We advise and manage share, asset and/or business sales and acquisitions, takeovers and schemes of arrangement.

We work closely with our clients and their corporate advisory teams to structure the transaction, negotiate the commercial terms, and assist our clients with navigating the legal, strategic and commercial issues involved. We liaise with all relevant regulatory bodies in implementing the transaction, and manage the transaction in conjunction with our client and their corporate, financial and taxation advisors. Our experience includes large scale public transactions, together with smaller scale private transactions.

Our Mergers and Acquisitions services include:

  • Initial structuring advice
  • Transaction management and execution
  • Takeover bids – strategy and defences
  • Mergers by scheme of arrangement
  • Share or asset sales/acquisitions
  • Business sales/acquisitions
  • Private equity transactions
  • Cross border transactions (including liaison with in-country advisors)
  • Shareholder and regulatory approvals and waivers
  • Takeover panel applications
  • Due diligence

Mining & Resources

Mining & Resources

Merging Legal Expertise & Commercial Strategy

To Deliver Practical Solutions

  Mining & Resources

Nova Legal assists explorers, miners, financiers, service providers and other participants in the exploration, mining, mineral processing and service industries.

Our experience includes hard rock mining and oil and gas projects in Australia, together with overseas jurisdictions, with a particular focus on Africa, Asia, Canada and the United States.

Our Mining and Resources services include:

  • Mergers and acquisitions of mining and resource assets
  • Transaction management and execution
  • Due diligence and regulatory approval
  • Infrastructure access and use
  • Various agreements, including earn-in/farm-in agreements, option agreements, joint venture agreements, mining services agreements, offtake/commodity sale agreements, royalty agreements, mineral rights agreements, compensation agreements, access agreements and toll agreements

Corporate & Commercial Advice

Corporate & Commercial Advice

Merging Legal Expertise & Commercial Strategy

To Deliver Practical Solutions

  Corporate & Commercial Advice

Nova Legal provides strategic advice and transactional services on corporate advisory and general commercial business matters.

We provide this assistance to a wide range of clients, including ASX listed companies, unlisted public companies, large private companies, mining services businesses, private equity firms, trusts and partnerships. We also advise boards, individual directors, executive management, and company secretaries, as well as corporate advisers and investors.

We understand the legal and regulatory issues and work with our clients to identify their objectives in order to deliver commercially focused and effective solutions.

Our Corporate Advisory services include:

  • Corporate and business structuring and restructuring
  • Corporations Act and ASX Listing Rule compliance – drafting notices of meetings, board minutes, shareholder minutes, continuous disclosure advice, directors’ duties and corporate governance
  • Drafting and obtaining ASX waivers and ASIC relief/modifications
  • Executive service agreements, consultancy agreements and non-executive director appointment documents, incentive schemes and related party transactions
  • Capital management (buy-backs, capital reductions and share splits)
  • Responding to ASIC and ASX enquiries and investigations
  • Foreign Investment Review Board notifications and approvals

Our General Commercial services include:

  • Establishment and re-structuring of new and existing businesses
  • Shareholder agreements, partnership agreements, joint venture agreements
  • Due diligence for all transactions
  • Commercial and retail leasing
  • Distribution/supply/services/manufacture and licensing agreements

General Commercial

General Commercial

Merging Legal Expertise & Commercial Strategy

To Deliver Practical Solutions

  General Commercial

Nova Legal provides strategic advice and transactional services on corporate advisory and general commercial business matters.

We provide this assistance to a wide range of clients, including ASX listed companies, unlisted public companies, large private companies, mining services businesses, private equity firms, trusts and partnerships. We also advise boards, individual directors, executive management, and company secretaries, as well as corporate advisers and investors.

We understand the legal and regulatory issues and work with our clients to identify their objectives in order to deliver commercially focused and effective solutions.

Our Corporate Advisory services include:

  • Corporate and business structuring and restructuring
  • Corporations Act and ASX Listing Rule compliance – drafting notices of meetings, board minutes, shareholder minutes, continuous disclosure advice, directors’ duties and corporate governance
  • Drafting and obtaining ASX waivers and ASIC relief/modifications
  • Executive service agreements, consultancy agreements and non-executive director appointment documents, incentive schemes and related party transactions
  • Capital management (buy-backs, capital reductions and share splits)
  • Responding to ASIC and ASX enquiries and investigations
  • Foreign Investment Review Board notifications and approvals

Our General Commercial services include:

  • Establishment and re-structuring of new and existing businesses
  • Shareholder agreements, partnership agreements, joint venture agreements
  • Due diligence for all transactions
  • Commercial and retail leasing
  • Distribution/supply/services/manufacture and licensing agreements

Litigation & Dispute Resolution

Litigation & Dispute Resolution

Merging Legal Expertise & Commercial Strategy

To Deliver Practical Solutions

  Litigation & Dispute Resolution

Nova Legal offers a wide range of litigation and dispute resolution services.  Our litigation lawyers have the expertise and experience to resolve commercial and corporate disputes that are complex in nature, in a cost effective manner.  We focus on understanding our clients’ businesses in order to deliver tailored and commercially focused dispute resolution solutions.  Where possible, we aim to resolve disputes outside the traditional court driven litigation process.

Our Litigation and Dispute Resolution services include:

  • Contractual Disputes
  • Corporate Disputes
  • Director/Shareholder Disputes
  • Partnership and Trust Disputes
  • Restraint Actions
  • Oppression Actions
  • Misleading and Deceptive Conduct Claims