Area of expertise
- Corporate and commercial law
Special Counsel LLB (Hons), BBehavSc
phone +61 3 8687 7350
Georgina practises in Moray & Agnew’s corporate and commercial group. She has particular expertise in mergers and acquisitions and focuses on assisting sellers, private equity firms and principal investors in connection with highly structured and complex transactions, including initial public offerings, back door listings, private equity investments and divestments.
She regularly advises, drafts and negotiates a range of commercial agreements including Share Sales and Purchase Agreements, Sale of Business Agreements, Put and Call Options, Shareholders’ Agreements, Loan Agreements, General Security Agreements Information Memorandums, Product Supply Agreement, Equipment Hire Agreements, Service Agreements, General Terms and Conditions, Confirmatory Deeds and Deeds of Releases and Termination.
Georgina has been involved in legal work on behalf of clients across a wide range of industries, including transport and logistics, engineering, renewable energy, electrical, manufacturing, agriculture, hospitality, tourism, retail, organic food and beverages, aged care and pharmaceuticals.
She is results-oriented and dedicated to completing transactions on time. In undertaking due diligence of a target entity, drafting agreements and negotiating and providing solutions to clients, Georgina remains mindful of both the need for commercial outcomes and the risk appetite of her clients and ensures these factors are reflected in the documents she prepares. She also factors these into her dealings with advisers and other parties to each transaction.
Georgina has been involved in numerous complex transactions such as:
- Lead lawyer for the principal investor in a number of businesses and shares in a series of transactions involving the acquisition of organic retail food businesses, cafes, coffee roasters and associated products as well as an ongoing general counsel role for the consolidated businesses.
- Lead lawyer in a share sale and issue of shares in an interior design, staging and styling homes business where she acted for the vendors and the company. This matter involved the sale and issue of shares to a wholly owned subsidiary of an ASX-listed entity. Also coordinated due diligence and prepared and negotiated sale, subscription and shareholder agreements that included provisions for put and call option rights, with the vendors having several liability and earn out provisions.
- Sale of a transport and logistics telematics business where she acted for the vendor in selling the assets and business to an Australian subsidiary of a US Fortune 500 company – total value of $17 million
- Sale of shares (in three tranches) by a vendor in a private company which operates a successful caravan manufacturing business. The total value of this transaction was approximately $50 million, with an initial $28 million paid on completion and the balance to be paid in two further tranches for amounts to be determined based on the EBITDA of the company over the course of three years.
- Lead lawyer with responsibility for preparing and negotiating all documentation in a cross-border transaction where the vendor sold its shares in a company that owns and operates an Australian-based bus tour business targeting Australian-based and overseas Chinese travellers to an entity in Hong Kong and a wholly owned subsidiary of a listed entity in China. This sale involved three tranches over three years with a total enterprise value of $25 million to be paid in three instalments based on the performance of the business over three calendar years.
- Acting for the vendor of allocated residential places in three aged care facilities in Western Australia to an existing residential care provider by way of an asset sale; total value of this transaction (including land value) was $80 million.
- Law Institute of Victoria