Achievements

DibbsBarker acted on all Promentum’s acquisitions and divestitures over a period of 10 years. These included both small and medium sized mergers and acquisitions, the most complex of which have involved issuing scrip as part of the consideration and requiring shareholder approval so as not to breach the takeovers prohibitions of the Corporations Act. Our team undertook due diligence on each of these transactions and then managed the transaction through documentation to shareholder approval. As a result of one legal due diligence exercise, the client decided not to proceed with the proposed transaction because the legal risks could not be adequately minimised.  Almost a year on, the client revisited the transaction and completed it at a far lower price than originally proposed, in order to balance the legal risks that we had identified.  Our advice in relation to this client’s transactions culminated in the completion of a private equity buy out via scheme of arrangement.  This involved a team of 3 partners drawing on the resources of 9 lawyers.

 

DibbsBarker has assisted Colgate-Palmolive in its day to day business in setting up good governance protocols from document destruction policies to email policies to privilege policies to privacy policies. As the client grew larger, we responded by identifying risk areas for the client from a legal point of view and then recommending practical solutions. As a result of identifying advertising sign-off as a legal risk, Colgate-Palmolive has become a leader amongst consumer goods companies in minimising legal risk in relation to that copy. Colgate-Palmolive adopted DibbsBarkers rigorous sign-off procedure on its copy, had us train its leaders in the legal pitfalls in the area and is delighted by the very small number of complaints it receives today about its advertising and marketing.

DibbsBarker has assisted Colgate-Palmolive and its US parent company on its various strategic brand and intellectual property acquisitions in Australia over the last 20 years and has used a team of transactional and intellectual property lawyers within the firm to develop knowledge as to the important risk issues for this client and to be the repository of corporate memory on these transactions and the issues they posed.

DibbsBarker has also advised on various litigious issues faced by this client. For instance, DibbsBarker acted in relation to the development of Colgate-Palmolive’s Balmain factory site into residential units from the time of refusal by Leichhardt Council of development approval. After successful judgement in the Land and Environment Court, Dibbs arranged for approval/gazettal of closing of public road to facilitate development.
 

DibbsBarker acted for Fresenius Medical Care in defending a $200 million claim in the Federal Court for damages for patent infringement. This matter involved a team of three partners, six lawyers, three paralegals and electronic document management of 100,000 documents.

Over our 10 year relationship with Waterco Group, we have provided legal advice in relation to their operational and strategic needs. We have worked with Waterco as franchisor of the Swimart system to adapt its franchise documentation in light of changes in the legal and commercial environment and advised on the practical implementation of their rights as franchisor and supplier of goods.  We have also drafted and advised on various distribution and agency agreements for other parts of their business. 

Waterco is listed on the Australian Stock Exchange, so we have ensured that their governance policies and structures reflect the principles of good practice promulgated by the ASX Corporate Governance Council, in the context of Waterco’s size and structure. Where needed, we have in the proper conduct of shareholder meetings and decisions on timing and content of market updates under continuous disclosure rules. More recently, we have advised on the sale of one of their divisions to a participant in the same industry, including agreements by which the two parties to support each other in the transitional phase post-completion.