Allens

Our services

The Head Office & Governance team has a wide range of experience in advising clients on:

Corporate Governance and Head Office Advisory services

Board composition and responsibilities

Our dedicated team works closely with companies and board members to provide guidance on:

  • best-practice board composition and procedures
  • practical processes for monitoring board performance
  • directors' duties, liabilities and protections available.

Corporate governance documents and systems

We work with clients to understand their business and provide tailored advice on:

  • sound corporate governance practices and initiatives
  • best-practice corporate governance policies, including board and committee charters, securities dealing policies, continuous disclosure policies, codes of conduct, and diversity policies
  • company constitutions.

Shareholder engagement

Our Head Office & Governance team can assist with all aspects of shareholder engagement and communication, including:

  • advising in relation to AGM and other meeting procedures
  • preparing notices of meeting
  • preparing proxy forms and advising in relation to online proxy facilities and other shareholder voting procedures, such as direct voting
  • advising in relation to management of analyst briefings, and engagement with institutional shareholders and proxy advisers.

Disclosure obligations

We help our clients navigate the sensitivities of corporate disclosure, including:

  • establishing frameworks for effective continuous disclosure compliance, including advice on the structure of policies and internal procedures
  • providing strategic advice in relation to public announcements of market-sensitive information
  • advising on periodic disclosure obligations, including the content of directors' reports, remuneration reports and corporate governance statements, as well as annual reports generally
  • advising on financial reporting obligations and working with key contacts at regulators in relation to obtaining associated regulatory relief.

Corporate regulatory compliance

The Head Office & Governance team has extensive experience advising clients on all aspects of their ever-growing compliance obligations and can assist in relation to:

  • general Corporations Act compliance, including in relation to related party transactions, filing obligations, and general company secretarial matters
  • general ASX Listing Rule compliance, including in relation to transactions with persons in position of influence, specific market disclosure obligations and obligations relating to securities (such as reorganisations of capital, options, and restrictions on new issues of securities)
  • insider trading compliance and related issues.

This work of the Head Office & Governance team is supplemented by the Allens Corporate Secretarial team, who provide corporate secretarial and other non-legal services.

Director and employee remuneration and incentives

Our Head Office & Governance team advises on a broad range of director and employee remuneration and incentive issues, including:

  • equity incentive plans and other employee incentive arrangements
  • executive contracts
  • director appointment letters
  • access and indemnity deeds
  • termination benefits
  • associated regulatory relief, such as ASX waivers.

Shareholder activism

Drawing on extensive market experience, we work collaboratively with our network of experts across the firm to provide time-sensitive and strategic advice on shareholder activism matters, including:

  • assisting corporate clients to develop cohesive legal, commercial and public relations strategies in anticipation of, and in response to, activist investment platforms
  • advising corporate clients on their response to shareholder resolutions and shareholder requisitioned general meetings
  • advising shareholders on tactical and procedural methods to engage with boards and management of corporates on strategic and/or operational issues.

Regulatory investigations and inquiries

Our team has developed a network of contacts in corporate regulatory authorities, helping us to understand the regulators' priorities and concerns and to work cooperatively to find practical solutions for our clients.

Working side-by-side with experts from our litigation and dispute resolution practice group, we provide comprehensive support and clear guidance for clients involved in navigating the complexities of regulatory investigations in relation to corporate compliance matters, including continuous disclosure issues and periodic disclosure compliance.

Shareholder distributions

We advise our clients on all aspects of corporate and tax law relating to shareholder distributions, including the rules regarding payment of dividends and the structuring and operation of dividend reinvestment plans.