Services

CSA provides commercially focused assistance in a range of corporate counsel and advisory services.  As required, our team can provide services across a broad range of corporate matters, including:

• Mergers and acquisitions
• Capital raisings (due diligence, IPOs, IMs, secondary raisings, rights issues and convertible notes)
• Debt financing
• Service agreements (including registry services)
• Joint ventures and alliance arrangements
• Corporations law, competition and consumer law, WH&S, employment law, superannuation, insurance and accounting standards
• Listing rules and announcements (concerning the various Australian trading exchanges)
• Stakeholder engagements
• Shareholder agreements
• Remuneration structures
• Secondary sales, share buy-backs and share purchase plans
• Whitewash procedures
• Employee share and option plans
• ASIC class orders (including financial reporting relief)

CSA works closely with full boards, individual board members, committees and executive teams to ensure that directors are properly informed and in a position to competently discharge their duties. CSA provides these services with the necessary level of experience, expertise and confidentiality.

Our services include assistance with the following:

• Director duties (including fiduciary duties)
• Director personal liability
• Conflicts of interest
• Stakeholder communications
• Reporting obligations
• Access and indemnity documents (including insurance matters)
• Director induction packages
• Board diversity (including nominations, qualifications, compositions and remuneration)
• Duty of care and disclosure

We also provide support with reputation protection, crisis management, board harmony and confidentiality issues and with policies, codes, procedures and best practice protocols including independence, related party transactions, disclosures and evaluation matters.

The corporate secretary role involves the corporate governance, board support and information disclosure processes and protocols with both stakeholders and authorities (in addition to our Corporate Secretarial Compliance services). The role exposes the individual to sensitive information which needs to be respected and managed with confidentiality. In addition, the statutory appointment imposes formal duties, responsibilities and consequences which regulate the function.

The corporate secretary office is a critical but largely invisible role. It should not draw attention to itself but should make both the board and the business enterprise work smoothly, by properly positioning the business. The corporate secretary is an integral member of the senior corporate team and should be across all relevant and significant matters within the enterprise. Unfortunately, poorly managed corporate secretarial services may not be discovered for an extended period but inevitably when uncovered are to the detriment of the board members personally or the business enterprise more widely.

Our services include assistance with the following requirements:

• Listing rule, regulatory and corporate governance
• Annual reporting
• General meeting
• Shareholder communications  (significant member matters such as options, secondary raisings, rights issues, share purchase plans and secondary sales)
• Board and /or committee meeting preparation and participation
• Policies and charters

The compliance and administrative functions of the corporate secretary role form a central element to the level of transparency, accountability and governance required of and determined by a business enterprise. For these reasons it should be managed with a full understanding and appreciation of the consequences to the various stakeholders. Failure to comply can potentially have major implications to an enterprise’s survival and a director’s personal position. Therefore, it makes sense to look to a specialist to help with the administration of these functions.

Our services include the following:

• Operational requirements (incorporations, foreign company recognition, registrations (including ABN, GST, TFN and business name) and deregistration)
• Regulatory issues (lodgements and liaison with ASIC and APRA)
• Registered office services
• Board resolutions
• Member resolutions
• Maintenance of statutory registers
• Members’ registry services
• Maintaining corporate registers

Business enterprises need to engage with service providers (such as accountants, auditors, lawyers, valuers, patent attorneys, insurance brokers) from time to time or on an ongoing basis.

CSA is skilled at liaising with existing service providers of the business enterprise to derive the best from the relationship. Alternatively, CSA has a number of strategic partnerships and alliances which give us access to the best industry resources, should the need arise.

CSA provides investment engagement services that assist business enterprises to secure preferred terms when taking in investor funds and issuing equity.

The services include assistance with the following:

• Early, development and expansion stage equity
• Confidentiality and due diligence processes
• Investor and shareholder agreements
• Liquidity goals, exit strategies and terms
• Equity investor reporting structures
• Management and board incentive and succession arrangements

When looking to take in private equity funds, transparency can be of vital importance in providing assurance to the investor that there is a high level of governance around the management of their investment. CSA can assist the business enterprise achieve this result.