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Stephen Clarke

Lawyer
+61.3.9640.4287
Fax +61.3.9205.2055
Mr. Clarke is a corporate and transactional lawyer with a focus on corporate advisory, regulatory risk and public and private mergers and acquisitions. Mr. Clarke has broad experience across a range of practice areas and prides himself on achieving practical, holistic and efficient commercial outcomes for his clients.

Professional Background

Mr. Clarke commenced his legal career in 2009 obtaining experience with a commercial law firm in south east Queensland. Upon finalization of his tertiary studies, Mr. Clarke completed the Graduate program with the Australian Securities and Investments Commission and obtained market-facing regulatory experience working as a lawyer within the Corporations group. After moving from Queensland in 2014 to Melbourne, Mr. Clarke resumed work in the private sector and spent over two years at a boutique commercial firm before joining the Corporate and Transactional team at K&L Gates in August 2016 as an M&A Lawyer.

Professional/Civic Activities

  • Provided support on a pro-bono basis to various not-for profit and charitable organizations, including Griffith University's Innocence Project and the National Children's and Youth Law Centre. 
  • Member of Women in Insolvency and Restructuring Victoria (formerly known as IWIRC (Vic)).
Corporate Advisory
  • Advising the executive director of a micro-cap ASX listed company on corporate governance and debt structuring in respect of related party transactions and obligations under Chapters 2D and 2E of the Corporations Act 2001 (Cth).
  • Providing structuring advice in relation to a property joint venture including the establishment of an unregistered managed investment scheme, related party trustee and related party investment manager as well as drafting constituent documents and Information Memorandum circulated to investors.
  • Assisting with company secretarial matters including drafting bespoke shareholders agreements, constitutional amendments, establishment of partnership deeds and unit trust deeds and maintaining corporate registers and minute books. 
  • Advising on general commercial matters including assistance with company formation, director's duties, rights of shareholders, required approvals and negotiation of supply, services, licence, facility and general security agreements. 
  • Providing ongoing advice on regulatory registration and disclosure obligations and risks to a Hong Kong based multi-national debt-financier.
  • Providing general corporate and commercial advice to Cricket Australia and Tennis Australia in relation to sponsorship, supply terms and general third party contracting, trade promotions and general corporate governance.

Transactional
  • Negotiating a debt to equity conversion in an Australian public company on behalf of a first ranking secured party, including negotiating and settling the share subscription agreement, warrant deed and amendments to the existing shareholders agreement. 
  • Advising a private company following receipt of a confidential non-binding indicative offer from an ASX 150 company in relation to commercial risks associated with the proposed transaction. 
  • Preparing full scale legal due diligence reports in relation to target entities on behalf of prospective purchasers across the financial services, retail and manufacturing industries. 
  • Acting in relation to various public and private company M&A transactions on behalf of both vendors and purchasers, including drafting, negotiating and settling preliminary term sheets, share sale agreements, asset sale agreements, selective share buyback agreements and insurance funded business succession agreements, and liaising with third parties including (secured creditors and government agencies) to obtain relevant consents. 
  • Advising proprietary companies in relation to the provision of financial assistance under s260 of the Corporations Act 2001 (Cth), and preparing financial assistance whitewash documentation including Notices of Meeting, explanatory material and member's resolutions.
  • Acting on behalf of vendors of national retail banner group comprising over 50 locally owned and operated bottle shops in the respect of a combined share and asset sale. 
  • Acting on behalf of a franchisee of a Hungry Jacks fast food restaurant in respect of a sale of business. 
  • Acting on behalf of vendors of a domestic dairy product distributor in respect of an 80% share sale to a foreign listed private equity fund (AUD80m deal value). 
  • Acting on behalf of Tasplan Pty Ltd (AUD8 billion funds under management) in relation to its merger with the RBF Tasmanian Accumulation Scheme. 
  • Acting on behalf of an ASX top 150 company in respect of a cross border joint venture arrangement partnering with a multi-national debt financier.