Russell Philip




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.

In 2024, Russell was recognised as one of the top 25 dealmakers in Australia and New Zealand by Australasian Lawyer, and is named in the 2023 and 2024 editions of the Business News’ Power 500 publication of Western Australia’s most influential business leaders.

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:

  • Silver Lake on its proposed $2.3b ‘merger of equals’ with Red 5 Limited by way of scheme of arrangement;

  • Tietto Minerals on its response to a $730 million unsolicited off-market takeover offer made by substantial shareholder Zhaojin Mining;
  • Norwest Energy on its $490m takeover response to an unsolicited off-market takeover offer made by Mineral Resources Limited;
  • LGT Group on its acquisition of wealth management group Crestone by way of a Court-approved scheme of arrangement, nominated for the Financial Times Innovative Lawyers Asia-Pacific 2023 Awards for the Most Innovative Lawyers in Dealmaking;
  • on various recommended takeovers (such as Euroz Hartleys, Doray Minerals, Jacka Resources, NGM Resources) and scheme of arrangement (such as Exterra Resources, Decimal Software, Cortona Resources) as well as unsolicited transactions for both bidders (such as Murchison Metals’ bid for Midwest, Minemakers bid for UCL Resources) and targets (such as Azumah Resources and Tap Oil).

Private M&A transactions

Advising on a wide range of private treaty acquisitions and divestments in a variety of industries including:

  • advising Mineral Resources Ltd on its successful acquisition of the Bald Hill lithium mine from Alita Resources Ltd (in liquidation), a deal that has been shortlisted for the FT Innovative Lawyers Asia-Pacific 2024 Awards for the Most Innovative Lawyers in Dealmaking;

  • advising ASX-listed Silver Lake Resources on its $732 million competing asset sale proposals to acquire St Barbara Limited's Leonara gold assets;
  • leading the deal teams advising Wesfarmers on its A$230 million acquisition of Catch Group Holdings Ltd and Wesfarmers’ A$350 million sale of its Kmart Tyre and Auto business to German tyre manufacturer Continental AG;
  • advising TSX-listed Copper Mountain on the proposed sale of its Eva Copper Mine to Harmony Gold for US$230 million;

  • advising on various project acquisitions and divestments in the energy and resources, industrial, property and tourism sectors (including for the Royal Automobile Club of Western Australia, Officeworks, Horizon’s West, Global Lithium Resources, Cushman & Wakefield and Image Resources).

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:

  • leading the team advising ASX-50 diversified resources company Mineral Resources Ltd on its successful refinancing of the existing secured debt owed by SGX-listed Alita Resources Ltd as a precursor to the successful acquisition of Alita's Bald Hill lithium mine in Western Australia;

  • leading 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);
  • leading 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, Carnarvon Energy, 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.