about us

Anzarut & Holm is a commercial law firm with offices in Melbourne and Sydney.

It was established in 2005 by Charles Anzarut who was a partner at Phillips Fox for 12 years and prior to that, a partner at Darvall McCutcheon (a practice that merged with Phillips Fox in 1993).

In 2007 Paul Holm joined the practice and opened the Sydney office.

We pride ourselves on providing:

• an understanding or our clients’ business needs so we can offer practical, relevant, commercial advice
• fast, responsive service
• attention to detail and a commitment to providing top quality advice
• a close personal relationship with clients
• an up to date awareness of current issues and trends relevant to our clients

Kate McCardel

Kate is a Senior Associate whose principal areas of practice are mergers & acquisitions and general corporate and commercial law.

Kate provides advice to clients in relation to a wide range of corporate matters including advice on the Corporations Act with respect to shareholder and director related matters. She has broad experience in mergers & acquisitions, joint ventures and shareholders agreements, public share offerings and regulatory work.

Areas of expertise

• General commercial and corporate advisory work for both listed and unlisted entities.
• Business and share acquisitions and sales.
• Capital raising and related transactions.
• Corporate due diligence investigations and reporting.
• Drafting, negotiating and advising on commercial contracts, including outsourcing and distribution agreements.
• General Corporations Act and ASX advisory work (including compliance and governance).
• Capital reductions and buy backs.
• Advising foreign companies in relation to registration in Australia and licensing requirements.

Experience

Industry Experience

In 2003-2004, Kate spent 12 months working with leading global credit provider, GE Money, where she advised on a wide range of matters, including corporate governance, compliance and risk management.

For a 6 month period in 2005, Kate worked as Secondee Legal and Compliance Counsel with Australia’s largest private health insurer, Medibank Private.

Wellcom Listing

Acted in the successful capital raising and listing of Wellcom Group Limited on ASX. Responsible for co-ordination of legal due diligence investigations, including review of material documents and conducting investigations for the purposes of preparation and verification of a prospectus.

Sale of business

Acted on behalf of SICPA Holdings S.A. in the sale of part of its business operations in Europe and Australia. Assisted in the negotiation of the umbrella agreement governing the transaction, including liaising with European counsel. Prepared and negotiated local sale agreement and ancillary documents.

Divestment of subsidiary’s businesses

Acted on behalf of Corrpro Companies Inc in relation to the sale of the businesses of its Australian and New Zealand subsidiaries. Involved in negotiation of the transaction, preparation of sale agreement and associated documentation, responding to due diligence enquiries and preparation of settlement documentation such as company minutes and relevant ASIC forms.

Sale of shares

Acted in the sale of the issued capital of Melbourne based advertising agency, Cummins & Partners, to the multinational Lowe Group of Companies. Assisted in responding to due diligence enquiries and the negotiation of the share sale agreement, attended to the completion of the transaction and drafted and reviewed ancillary documents such as shareholder agreements, put and call options, powers of attorney and guarantees and indemnities.

Capital Raising

Involved in the establishment of the internet property portal www.realestateview.com.au and preparation and verification of an Offer Information Statement for a capital raising by its proprietor.

Qualifications

BA, Melbourne University
LLB (Hons), Melbourne University

Admission details

Victoria, March 2000

Memberships

• Law Institute of Victoria
• Melbourne Cricket Club
• MLC Old Collegians Club

Contact details

Telephone: +61 3 9660 5900

Facsimile: +61 3 9663 6609

Mobile: 0403 224 486

E-mail: kcm@anzarut.com.au

Charles Anzarut

Charles founded Anzarut & Partners in 2005 and prior to that he was a partner at Phillips Fox for 12 years and a partner at Darvall McCutcheon for 5 years.

Charles worked in the advertising industry for 4 years and was a board member of the Advertising Federation of Australia.

In 1988 he became a partner of Darvall McCutcheon which merged with Phillips Fox in 1993.

He has acted for a number of institutions and medium to large companies for many years including banks, lending organisations , advertising agencies, trading corporations and listed entities.

He is a director of Wellcom Group Limited, a company listed on the ASX.

Areas of expertise

• Capital raising and related transactions
• Mergers and acquisitions
• Advertising and marketing law
• Preparing and negotiating commercial agreements
• Corporations Law
• Leasing
• Employment
• Intellectual Property
• Corporate governance

Experience

Industry Experience

• Advertising/Marketing
• Investment/Financial Institutions
• Manufacturing
• Trading companies
• Not for profit organisations

Recent experience

• Listing of IOOF Holdings Ltd;
• Listing of Wellcom Group Ltd;
• Sale of See to Photon;
• Sale of Cummins & Partners to Lowe;
• Purchase of Fund Management business, including conducting due diligence

Qualifications

LLB Melbourne University
MBA, Melbourne University

Admission details

Victoria, May 1978

Memberships

• Law Institute of Victoria
• Athenaeum Club
• Victorian Racing Club
• Melbourne Racing

Contact details

Telephone: +61 3 9660 5900

Facsimile: +61 3 9663 6609

Mobile: 0411 256 973

E-mail: caa@anzarut.com.au

Jonathan Namey

Jonathan is a senior associate of Anzarut & Holm who's focus is on corporate transactional work and commercial advisory.

Jonathan has advised many ASX listed companies including Macquarie Leisure Trust, Calliden, Inventis, ACE Insurance and Nuplex to name a few.

Areas of expertise

• Corporate and commercial law
• Mergers and acquisitions
• Competition and trade practices

Recent experience

General

• Drafting and reviewing various corporate agreements including: sale agreements, consultancy agreements, loan agreements, call option agreements, power of attorney, shareholders agreement, joint venture agreement, distribution and supply agreements, mortgages, fixed and floating charges, investment management agreements, constitutions and trust deeds.
• Maintaining company records and providing advice about company secretarial matters to various clients.
• Assisting with the Australian aspects of several international acquisitions.
• General corporate compliance and advice work for Australian companies and foreign owned subsidiaries.

Clients

• Acting for Tyco International who were subject to investigations by the ACCC. This included settling responses to section 155 notices and negotiating an 87B Undertaking with the ACCC.
• Part of a team acting for the ASX and Perpetual Trustees in relation to the disposal of their joint venture share registry company - now called Link Market Services.
• Advising the Spastic Centre of NSW on a range of commercial issues. Including: drafting a deed of indemnity for their directors. Providing assistance to company secretary in preparation for the AGM and fielding questions by members at the AGM.
• Acting for the Norfolk Group in relation to a number of acquisitions.
• Part of a team acting on the Australian aspects of a global restructure of ACE Insurance Ltd including APRA and related approvals.
• Advising Inventis Ltd on various acquisitions, drafting of Notice of Extraordinary General Meeting and interpretation of ASX Listing Rules.
• Advising Calliden Ltd on various acquisitions and general commercial matters. Seconded to Calliden in December 2006.
• Assisting Macquarie Leisure Trust on acquisition of Goodlife Health Clubs.
• Advising Tate & Lyle Plc on set up of Australian subsidiary.
• Assisting Nuplex Ltd on general commercial matters.
• Reviewing, updating and advising on standard form rental agreements for Toyota.

Positions of Responsibility

Jonathan was responsible for setting up Young Professionals at DLA Phillips Fox. Young Professionals was established to facilitate networking opportunities among young professionals across diverse industries through relevant seminars and informal social functions. Speakers have included Stephen Mayne, founder of Crikey.com and Kimberley Ashbee, APEC 2007 Taskforce.

Qualifications

Bachelor of Commerce, 2000 University of Sydney
Bachelor of Laws (Hons), 2003 University of Sydney

Admission details

Supreme Court of New South Wales, July 2004

Contact Details

Telephone: +61 2 9261 2706

Facsimile: +61 2 9261 2558

Mobile: 0423 771 248

E-mail: jpn@anzarut.com.au

Paul Holm

Paul’s practice is in competition law and trade practices, including advising both corporate and government clients on mergers, restrictive trade practices, access to essential services, consumer protection, franchising and compliance issues.

Paul is a former employee of the Australian Competition and Consumer Commission (ACCC) and New Zealand’s Commerce Commission. He is also a former employee of the General Directorate-IV (Competition) of the European Commission Brussels, Belgium.

Paul has acted for a number of major international and domestic corporations subject to investigations by the ACCC. This has included settling responses to section 155 notices, the negotiation of confidential settlements, making applications under ACCC leniency policies and acting in Federal Court proceedings. Paul also acts in relation to seeking ACCC clearance of potentially anti-competitive mergers and acquisitions.

In the regulatory area Paul’s focus is on deregulating industries, including advising participants in the energy, telecommunications/media and rail transport sectors.

Areas of expertise

• Competition and Trade Practices
• Economic Regulation
• Media
• Codes of conduct and compliance
• Mergers and acquisitions

Recent Experience

Tyco International

Acting in relation to ACCC investigation of aspects of the provision of security services by Tyco business ADT Security. Negotiation of leniency agreement with ACCC with respect to alleged price fixing in fire protection and air conditioning markets in Australia.

Australian Competition & Consumer Commission (ACCC)

Conducting an independent review of the efficiency and effectiveness of the ACCC’s telecommunications third party access arbitration process. Advising regarding amended access dispute guidelines issued by the ACCC.

Powercor Australia Ltd / CitiPower Limited

Advising with respect to the Victorian 2006 electricity distribution price reset and preparation of advices and submissions on Ministerial Council of Energy national energy market reforms. Conducting an appeal of the price determination of the Victorian Essential Services Commission.

Nuplex Industries Limited

Obtaining informal clearances from the ACCC for a number of acquisitions in the chemicals industry giving Nuplex a substantial market share in a number of related markets for manufactured chemical products.

Austrac Rail Pty Ltd

Acting on behalf of Austrac regarding alleged predatory conduct by competitors in the NSW inter-model rail freight market.

Toyota Motor Corporation of Australia

Advising with respect to a ACCC investigation of representations contained on Toyota's website.

Rheem Manufacturing Company

Obtaining clearance from the ACCC for Rheem’s acquisition of Southcorp’s hot water heater businesses in Australia and New Zealand. Obtaining ACCC clearance for the acquisition of Edwards Hot Water Ltd, consolidating Rheem's position as the largest Australian manufacturer of solar hot water systems.

Disney - Buena Vista International

Advising and settling terms of supply with Australian Cinema operators and acting in relation to various disputes regarding film licensing fees. Advising Disney TV on Australian productions, including 'As the Bell Rings'.

Clients

• Toyota Motor Corporation (Australia) Ltd
• Powercor (Australia) Limited
• CitiPower Ltd
• Walt Disney Corporation
• Harper Collins Publishers
• Wyeth Australia Pty Ltd
• Tyco International Inc
• Nuplex
• TransGrid

Qualifications

LLB/BA University of Canterbury, NZ , 1986
LLM University of Melbourne, 1996

Admission details

New Zealand, 1986
Victoria, 1996
New South Wales, 1999
Tasmania, 1996

Memberships

• Trade Practices Committee (Business Law Section) of the Law Council of Australia
• Association of Compliance Professionals of Australia
• Law Society of New South Wales

Contact Details

Telephone: +61 2 9261 2702

Facsimile: +61 2 9261 2558

Mobile: 0411 235 374

E-mail: prh@anzarut.com.au

James Paterson

James is a senior associate of Anzarut & Holm and advises clients seeking to undertake capital raisings, as well as those seeking to acquire or sell business interests. In addition to being admitted in Victoria, Australia, James is also admitted to practice law in the State of New York, USA, where he practised for over 4 years.

James provides advice to both private and public companies on various Corporations Act requirements, including day-to-day matters addressing shareholder and director rights and obligations, and other general corporate governance issues. James also regularly advises publicly listed companies on ASX Listing Rules compliance.

Experience

• assisting companies obtain further capital, including through private placements, convertible notes and initial public offerings;
• negotiating and drafting various transaction agreements, including sale of business, sale of shares, subscription and share buy-back agreements; and
• assisting companies with shareholder and director matters, including drafting shareholder agreements and providing advice on the conduct of directors' meetings and shareholder meetings.

James also provides general commercial advice to manufacturing and retail clients, including:

• drafting and negotiating commercial agreements with suppliers of goods and services; and
• advising on trade practices and consumer protection issues for advertising campaigns covering television, radio, online and print in both Australia and the US.

Recent experience

James has recently acted for Artist and Entertainment Group Ltd in a convertible note capital raising, and also in raising seed capital for the creative founders of the television show World’s Best Putter, broadcast on both Channel 7 and FoxSports.

James was previously a senior associate at DLA Phillips Fox in its Corporate and Commercial team where he acted on both the Wellcom Group Ltd and Praemium Ltd initial public offerings, in addition to various private sales of proprietary limited companies.

James has also spent over 12 months acting as a secondee solicitor for Toyota Australia during which he provided advice on a wide range of commercial matters, including:

• agreements with partners, such as sponsorship and endorsement agreements; and
• advertising campaigns covering television, radio, online and print mediums.

US experience

While practicing in New York, James was an attorney with Cravath, Swaine & Moore LLP and assisted in acting for IBM in its breach of contract and copyright dispute concerning the development of the Linux computer operating system.

Prior to working with Cravath, Swaine & Moore LLP, James:

• created a US regulatory compliance database for Westpac Banking Corporation’s New York institutional operations, which included a review of the”Safe Harbour Offerings” capital raisings for non-US based companies;
• assisted Davis & Gilbert LLP in advising BBDO, Grey Advertising and Verizon Wireless on various US advertising regulatory issues.

Recent transactional experience in Australia involving US exposure includes representing:

• Audax Group in the purchase of the Thermon Industries Inc. (and its Australian subsidiary), a manufacturer of heat tracing equipment for energy and engineering entities.
• EPIQ Systems, Inc., a NASDAQ listed company, in the purchase of nMatrix Pty Ltd.

Qualifications

Bachelor of Laws, The University of Melbourne, Australia.
Bachelor of Commerce, The University of Melbourne, Australia.
Currently undertaking a Master of Commercial Law at The University of Melbourne, Australia.

Admission details

Supreme Court of the State of Victoria, Australia.
Supreme Court of the State of New York, First Judicial Department, USA.

Memberships/Other

Director of Online Giving Pty Ltd, an online fundraising business which assists charities and not-for-profit organizations in their fund raising activities.

Member of:

• Law Institute of Victoria;
• New York State Bar Association;
• Melbourne Cricket Club; and
• Life member of the New York Magpies Australian Rules Football Club

Contact Details

Telephone: +61 3 9660 5900

Facsimile: +61 3 9663 6609

Mobile: 0408 038 833

E-mail: jjp@anzarut.com.au

Andrew Mutton

Andrew is a corporate and commercial lawyer with over 20 years experience.

For the last three years he was general counsel at a property development company, Johnson Property Group. Prior to that he was a lawyer and then partner at Phillips Fox from 1985 to 2006, excepting only for the period 1989 to 1994 where he practised as a lawyer with Allen & Overy in London.

Andrew has extensive experience across corporate and commercial law, managed investment schemes, listings and corporate governance as well as experience in real property law. His experience in the private sector gives him an additional insight into business that assists in his pro-active and pragmatic approach to the practice of law.

He is also a non-executive director of a property based funds management company, Tankstream Funds Management Limited.

Areas of expertise

• Managed investment schemes
• Capital raising for corporations and managed investment schemes
• Corporations Act issues
• Business acquisitions and disposals
• Advice to small to medium business
• Joint ventures and partnerships
• Trusts
• Commercial agreements
• Property transactions

Qualifications

Bachelor of Laws, Sydney University
Bachelor of Arts, Sydney University

Admission details

New South Wales 1985, England and Wales 1990

Contact details

Telephone: +61 2 9261 2709

Facsimile: +61 2 9261 2558

Mobile: 0450 608 182

Email: azm@anzarut.com.au