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Julie Ngan

Special Counsel

Melbourne

+61 3 8399 6179

Julie has considerable experience across corporate, commercial and revenue law, which – coupled with her accounting skills – provides her with the know-how to comprehensively address all commercial and legal issues involved in complex commercial transactions, corporate and business reorganisations, capital raisings plus mergers and acquisitions across all industry sectors.

EXPERIENCE & EXPERTISE

Throughout her career, Julie has regularly advised clients on corporate governance and regulatory compliance issues, such as directors’ duties, ASX listing rules compliance and disclosure requirements, Australian financial services law as well as preparation of disclosure documents, corporate governance policies, shareholders agreements, company and managed investment scheme constitutions and company secretarial documents.

Julie also advises both private and public sector clients on a wide range of commercial matters and general commercial transactions, including distribution agreements, joint venture agreements, equipment leases and financing and security agreements.

In addition, Julie provides direct and indirect tax advice on business successions, corporate structuring and reorganisations, commercial transactions, tax audits, objections, private rulings, tax litigations and inbound and outbound investments, including Australian income tax, double tax treaties, GST and stamp duty.

ACCOMPLISHMENTS

Julie’s experience includes:

  • Successfully assisted both Australian and overseas clients in raising capital and listing on the ASX in Australia, including preparation of prospectus for initial public offer, undertaking due diligence, advising on regulatory compliance issues and liaising with ASIC and ASX
  • Successfully assisted in the takeover of loan books from a failed managed investment scheme, including undertaking due diligence, advising, negotiating and preparing transaction documents, and reviewing scheme and disclosure documents for the client’s purchase of vehicles
  • Acted for a Melbourne-based cardiac testing service provider in the sale of its 80% stake to Harbert Australia Private Equity, a unit of US-based Harbert Management Corporation, including advice on the appropriate structure for the group before completion of the acquisition, negotiating, reviewing and advising on terms of share sale agreement, shareholders’ agreement, call and put option agreement and executive services agreement, all associated pre-completion reorganisation documentation and strategic commercial and tax considerations
  • Assisted a prominent property developer in the takeover of a joint venture property development business using patented technology and other technology, including advice on the income tax consolidation issues, negotiating the terms of the trademark licence agreement, patent licence agreement, sub-licence agreement and other related intellectual property licence agreement; negotiating the terms of sale of shares in the joint venture company and units in the joint venture unit trust, plus preparing, reviewing and advising terms of ‘exit’ deed.
  • Acted for an Australian online discount coupons advertising business in the sale of its online business to a US company for a consideration of US$160 million, including advising and reviewing business sale agreement and other legal documentation and advising on both Australian and US tax implications.

Expertise

Qualifications

  • Graduate Diploma of Corporate Governance
  • Graduate Diploma of Legal Practice
  • Bachelor of Commerce
  • Bachelor of Laws
  • Master of Tax
  • Master of Laws

Memberships

  • Law Institute of Victoria
  • The Tax Institute