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
Coopers retains independence

Coopers retains independence

COOPERS BREWERY, the South Australia-based independent beer maker, has successfully resisted a hostile takeover bid from Lion Nathan Australia, the multinational drinks company with a portfolio…

COOPERS BREWERY, the South Australia-based independent beer maker, has successfully resisted a hostile takeover bid from Lion Nathan Australia, the multinational drinks company with a portfolio of beer brands. Most recently, the High Court of Australia refused an application by Lion Nathan for special leave to appeal against Coopers’ victories in the Supreme Court of South Australia.

Coopers, Australia’s most prestigious family-owned brewery, had initiated court proceedings to prevent Lion Nathan from owning shares in the company. Kirin Brewery had bought a 45 per cent stake in Lion Nathan in 1998. Coopers argued that constituted a change in control, and Lion Nathan should no longer be permitted to buy shares in Coopers, as it has been under Coopers’ constitution for the last 10 years.

The brewery was determined to keep its independence, which constitutes a significant marketing advantage among dedicated customers. The tussle was characterised as a ‘David and Goliath’ battle.

Coopers was represented by Piper Alderman, which also has origins in Adelaide. The firm drew up the original Coopers corporate constitution in the 1920s, and has acted for the brewery since then. Partner Miles Crawley headed the team of solicitors and Dick Whitington acted as counsel. Malleson Stephen Jaques acted for Lion Nathan, which also took an action represented by Minter Ellison. The face-down between these giants and the Piper Alderman team, who fielded far fewer lawyers, constituted its own David and Goliath struggle, said Crawley.

Lion Nathan undertook actions in several Australian jurisdictions at once, stretching Piper Alderman resources, Crawley said. “It was difficult to keep on top of all of them, plus attend the takeovers panel in Sydney, at once.”

Although the client was in a defensive position, Crawley said the team’s strategy was to be as proactive as possible. “Normally the other side controls the time frames and how quick it moves. But we needed it to be decided as fast as possible with least money spent. We ensured the timelines were tight and that all complied with them, and constantly challenged the other side to get things done quickly.” The team also actively challenged Lion Nathan on adequacy of discovery and its strategy of funding nominees to bring actions in opposing jurisdictions.

Lion Nathan’s offer, at $260 per share, was a significant premium to the $45.01 per share shareholders were offered back in 2003 in a buyback scheme. However, Coopers’ small shareholder community of 119 individuals, in large part related to the Cooper family, voted 93.42 per cent in favour of removing Lion Nathan’s privilege to own shares while it remained a competitor.

“Coopers was such a great client,” said Crawley. “The people were genuine, appreciative of what we do, and even though they were facing a hostile takeover while minding their own business, incredibly wholehearted and full of confidence in us. They also make damn fine beer.”

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

Coopers retains independence
lawyersweekly logo
Promoted content
Recommended by Spike Native Network
more from lawyers weekly
microphone
Oct 20 2017
Podcast: One of law’s most infamous alumni – in conversation with Julian Morrow
In this episode of The Lawyers Weekly Show, Melissa Coade is joined by The Chaser’s Julian Morrow....
protest
Oct 20 2017
High Court overturns ‘excessive’ anti-protest legislation
Bob Brown’s recent victory in the High Court over the Tasmanian government was a win for fundament...
Blocked
Oct 20 2017
Changes to Australian citizenship laws blocked
Attempts to beef up the requirements to obtain Australian citizenship were thwarted this week, after...
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 & ...