Professional Qualifications

Areas of expertise

Karen practises in both the financial services and corporate sectors.  She principally acts for issuers of equity and debt security offers and trustee companies, including by preparing offer documents, advising on Securities Act and NZSX Listing Rule compliance and dealing with governance issues that may arise during the “life” of such products, including breaches of trust deed covenants or interest payment obligations.

As an Australian qualified solicitor Karen is also involved in advising clients undertaking transactions with a trans-Tasman focus, including security offers using the mutual recognition of offers regime, and various takeovers, mergers and acquisitions. 

Some of Karen’s major projects

• Advising clients about the business implications resulting from, and strategies to deal with, new regulatory requirements for the financial sector including regulatory regimes for financial advisers and financial service providers, anti-money laundering, and the prudential supervision of insurers and non-bank deposit takers
• Advising Smartshares Limited (NZX) on the 2010 amendments to its Smartkiwi offer documents
• Establishing a portfolio investment entity (PIE) fund for Medical Securities Limited and advising on its debenture offer documents, and advising its parent, Medical Assurance Society New Zealand Limited, on regulatory issues and exemptions and on the requirements for securities advertisements.
• Advising PSIS Limited on the transition of its 2010 PSIS PIE Fund offer documents into compliance with the Securities Regulations 2009, and on updates to its other offer documents and exemptions
• Advising Pike River Coal Limited on its 2010 capital raising (comprised of a $10 million placement of shares and a $40 million rights issue of shares), its 2009 capital raising (comprised of a $41 million rights issue of shares with bonus options) and its 2008 capital raising (comprised of a $60 million rights issue of shares and a US$30 million issue of convertible bonds)
• Advising on mergers and acquisitions, including advising: 
  • Allied Farmers on its NZ$400 million acquisition of the loan assets of Hanover Finance and United Finance in exchange for new Allied shares, involving shareholder and debenture holder approvals, the issue of a prospectus for the new shares and compliance by Allied Farmers with all Securities Act and NZX requirements
  • New Zealand Oil & Gas Limited in respect of various potential acquisitions including a takeover offer and a scheme of arrangement
  • Jan Cameron and Dogs Breakfast Trading Company Limited on its acquisition of Arbuckles from Postie Plus Limited
  • Schering-Plough Corporation on the New Zealand aspects of its US$14.4 billion offshore acquisition of Organon Biosciences N.V.
  • Contact Energy Limited on the then proposed dual listed company (DLC) merger with Origin Energy Limited to create a single economic entity with an estimated market capitalisation in excess of AUD$7 billion
• Advising Opus International Consultants Limited on its initial public offer and listing on the New Zealand Stock Exchange (NZSX)
• Advising numerous parties on funds management agreements with ING, including negotiating amendments to such agreements
• Negotiating and drafting commercial agreements including joint venture agreements, service and supply agreements, consultancy and design agreements and agreements for the sale of shares or assets for various businesses. 

Memberships and directorships

Institute of Finance Professionals New Zealand (INFINZ) Financial Advisers Working Group

Seminars and publications

• Co-chair of an anti-money laundering client seminar on issues arising out of the Regulation and Codes of practice Discussion Document, March 2010
• “Subsidiary Governance and Directors’ Workshop” – client seminar, November 2009
• “Securities law update including new Securities Law for Investment Advisors and Market Participants”, Conferenz, Inaugural Banking and Financial Services Law Conference, August 2008

Work history

Senior Associate, Minter Ellison Rudd Watts, Wellington (2007 - current)
Senior Solicitor, Another major law firm, New Zealand (2004 - 2007)
Solicitor, Gilbert + Tobin, Australia (2001 - 2004)