find the latest legal job
Senior Associate - Litigation & Dispute Resolution
Category: Litigation and Dispute Resolution | Location: Melbourne CBD & Inner Suburbs Melbourne VIC
· Come work for a firm ranked in Lawyers Weekly Top 25 Attraction Firms
View details
Associate - Workplace Relations & Safety
Category: Industrial Relations and Employment Law | Location: Brisbane CBD & Inner Suburbs Brisbane QLD
· Employer of choice · Strong team culture
View details
Freelance Lawyers
Category: Banking and Finance Law | Location: All Perth WA
· Freelance opportunities through Vario from Pinsent Masons
View details
Freelance Lawyers
Category: Other | Location: All Adelaide SA
· • Qualified lawyer with a strong academic background
View details
Freelance Lawyers
Category: Other | Location: All Melbourne VIC
· • Qualified lawyer with a strong academic background
View details
Corrs advises on ‘top-hatting’ scheme

Corrs advises on ‘top-hatting’ scheme

CORRS CHAMBERS Westgarth has advised Peplin Ltd (Peplin) on all aspects of its redomicile into the US by way of ‘top-hatting’ schemes of arrangement, in which the Australian ASX-listed parent…

CORRS CHAMBERS Westgarth has advised Peplin Ltd (Peplin) on all aspects of its redomicile into the US by way of ‘top-hatting’ schemes of arrangement, in which the Australian ASX-listed parent company was replaced by a new US-incorporated subsidiary company.

The acquisition was effected through two schemes of arrangement in respect of the shares and options in Peplin. Under the schemes, the new US parent company acquired all outstanding shares in Peplin and all outstanding options were cancelled.

The shareholders of Peplin received common stock in the new US parent in the form of CHESS depositary interests (CDIs), while listed-option holders received options to acquire common stock in the form of CDIs only. Peplin’s redomicile was the first top-hatting scheme to Delaware since that of News Corporation in 2004.

Corrs partner James Rozsa said: “The redomicile is likely to be of interest to other bio-tech and lifescience companies that are close to commercialisation of their IP (ie they are close to or have already commenced Phase III clinical trials) and thus want greater exposure to the key market of the United States. The more traditional way of seeking US exposure through an ADR program was less likely to achieve this.”

Peplin is a development stage specialty pharmaceutical company focused on advancing and commercialising innovative medical dermatology products. Peplin’s lead product candidate is a patient-applied topical gel containing a compound the use of which it has patented for the treatment of actinic keratosis (AK). AK is generally considered the most common pre-cancerous skin condition.

Corrs advised on all aspects of the transaction, including the numerous requests for ASIC relief and ASX waivers to accommodate the restructure as well as to facilitate the listing of Peplin Inc on the ASX.

Corrs also worked closely with Peplin’s US counsel, Latham & Watkins, LLP, who were responsible for the US process.

Rozsa, who is also US-qualified, said: “The deal is another example of the growing number of cross-border deals that Corrs is working on with Latham & Watkins.”

The Corrs team working on the reincorporation included James Rozsa, Clare Dunne and Brett Kauffman on the restructure and Stan Lewis and Katrina Sleiman on the court process.

Like this story? Read more:

QLS condemns actions of disgraced lawyer as ‘stain on the profession’

NSW proposes big justice reforms to target risk of reoffending

The legal budget breakdown 2017

Corrs advises on ‘top-hatting’ scheme
lawyersweekly logo
Promoted content
Recommended by Spike Native Network
more from lawyers weekly
Scales of Justice
Oct 19 2017
‘Ego status’ compelled ex-lawyer to defraud $2.97m, court told
Debarred lawyer John Gordon Bradfield told an NSW District Court that he was driven by “ego status...
Australian Lawyers Alliance (ALA), Queensland’s new industrial manslaughter legislation,
Oct 19 2017
ALA welcomes ‘tough’ Qld manslaughter laws
The Australian Lawyers Alliance (ALA) has welcomed Queensland’s new industrial manslaughter legisl...
Legal podcasts, tune in, microphone
Oct 19 2017
Legal podcasts you have to tune in to right now
The rise of the internet has hailed in a new dawn for storytelling. Here’s our top pick of podcast...
APPOINTMENTS
Allens managing partner Richard Spurio, image courtesy Allens' website
Jun 21 2017
Promo season at Allens
A group of lawyers at Allens have received promotions across its PNG and Australian offices. ...
May 11 2017
Partner exits for in-house role
A Victorian lawyer has left the partnership of a national firm to start a new gig with state governm...
Esteban Gomez
May 11 2017
National firm recruits ‘major asset’
A national law firm has announced it has appointed a new corporate partner who brings over 15 years'...
opinion
Nicole Rich
May 16 2017
Access to justice for young transgender Australians
Reform is looming for the process that young transgender Australians and their families must current...
Geoff Roberson
May 11 2017
The lighter side of the law: when law and comedy collide
On the face of it, there doesn’t seem to be much that is amusing about the law, writes Geoff Rober...
Help
May 10 2017
Advocate’s immunity – without fear or without favour but not both
On 29 March 2017, the High Court handed down its decision in David Kendirjian v Eugene Lepore & ...