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Russell Philip

Partner

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With considerable experience working on complex domestic and international matters, Russell is a preeminent lawyer who acts across public M&A transactions (including takeovers and schemes of arrangement), as well as private M&A transactions, equity raisings and other corporate transactions.

An expert in capitalising on opportunities, maximising leverage, securing certainty and safeguarding reputation, Russell is trusted by clients to manage their most significant transactions. 

Russell has multiple degrees in law, finance and investment, lectures in corporate and securities law-related topics at the University of Western Australia, and is the course co-ordinator of the M&A unit for the Australian Institute of Company Directors in Western Australia.

Key deals

Public M&A transactions

Acting for both acquirers and targets on a range of public markets change of control transactions (including by way of takeover and schemes of arrangement), including advising:

  • LGT Group on its acquisition of wealth management group Crestone by way of a Court-approved scheme of arrangement;
  • Hartleys Limited on all aspects of its merger with Euroz Limited by way of recommended takeover offer;
  • on various recommended transactions by way of takeover (such as Doray, Jacka Resources, NGM Resources) and scheme of arrangement (such as Exterra Resources, Decimal Software, Cortona Resources);
  • on a range of unsolicited transactions for bidders (Murchison Metals’ bid for Midwest, Minemakers bid for UCL Resources) and targets (such as Azumah Resources and Tap Oil).

Equity capital markets

Acting for issuers, underwriters, sub-underwriters and strategic and institutional investors on various equity capital markets transactions, including placements, entitlements offers and initial public offerings and dual listings. This includes advising:

  • on the initial public offering of Firebrick Pharma Ltd;
  • issuers on placements, traditional and accelerated entitlement offerings, share purchase plans and other secondary raising structures (including more recently for Paladin Energy, Carnarvon Energy and Dacian Gold);
  • Euroz Hartleys on the underwriting of more than A$500 million of equity raisings in the energy and resources sector since 2020.

Corporate restructures

Advising on the corporate aspects of a range of corporate restructures and distressed situations, including:

  • led the team advising Resource Capital Funds on the structuring, funding and implementation of the proposal to fund Pilbara Minerals Ltd into buying the Pilgangoora Lithium Project from Altura Mining Ltd (Receivers & Managers Appt) (In Administration) for US$175 million (nominated for Insolvency & Restructuring Deal of the Year).
  • led the team advising MZI Resources through administration culminating in the sale of its Keysbrook mineral sands project to Doral Mineral Sands, a subsidiary of the Japanese conglomerate Iwatani Corporation.

Shareholder disputes and proxy battles

Advising board and major shareholders on a range of shareholder dispute related matters, including acting for companies the subject of shareholder-requisitioned meetings (such as Image Resources, Tap Oil and PolyNovo) as well as acting for requisitionists seeking to effect board room change (such as 1-Page, Avexa and Aspen Group).

Regulatory matters

Appearing for applicants and other parties in a wide range of matters in the Takeovers Panel, including matters involving DRA Global, Finders Resources, Tap Oil, Yancoal Australia, Minemakers, NGM Resources and Midwest Corporation, as well as advising ASX-listed companies on a range of ASIC and ASX compliance related matters.