Michael Scarf
Partner, Sydney
I am a highly experienced corporate M&A lawyer specialising in public takeovers and schemes of arrangement, private acquisitions and disposals, carve-outs, competitive auction/sale processes, consortium arrangements, restructuring, distressed M&A, special situations, loan-to-own transactions, insolvency and private equity.

I also advise Australian and international clients in relation to corporate governance, ASX Listing Rule and Corporations Act issues. My deep cross-sector transactional experience means I have a strong understanding of the law, tactics and market trends.

I have a diverse practice advising domestic and foreign clients on a broad range of corporate matters with a particular focus on public takeovers (both friendly and hostile) and schemes of arrangement for both vendors and purchasers.

I regularly act for private equity clients in relation to take-privates, special situations, competitive sale/auction processes, bolt-ons, roll-ups, restructurings, incentive plans and loan to own arrangements including convertible notes and other strategies.

I advise clients on corporate governance matters as well as Corporations Act, ASX Listing Rule and foreign investment law issues and regularly deal with the various corporate regulators: ASIC, ASX, FIRB and the Takeovers Panel.

I also have extensive experience acting in relation to all aspects of private M&A transactions.

I advise across the range of industry sectors including infrastructure, private equity and technology.

I enjoy getting to know my clients and their businesses so that I can help them by leading the delivery of the most relevant legal advice that is informed by deep industry experience and a focus on a clear commercial outcome.

I am a fellow of the Governance Institute of Australia and a member of the Australian Institute of Company Directors.

Career highlights

  • Pacific Equity Partners: in relation to its takeover of Zenith Energy Limited in consortium with Infrastructure Capital Group and OPTrust by scheme of arrangement.
  • Centerbridge Partners: Advised in relation to its commitment to restructure and recapitalise ASX listed Speedcast International Ltd out of Chapter 11 bankruptcy.
  • CSG Limited: Advised on Fuji Xerox Co., Ltd's takeover of CSG Limited by scheme of arrangement.
  • Coltrane Asset Management LLP: Advised with respect to the unconditional cash and scrip follow-on takeover by Downer EDI Service Pty Ltd of Spotless Group Holdings Limited.
  • Inner Mongolia Mengniu Dairy: in relation to its acquisition of the Lion Dairy and Drinks business from Kirin following a competitive sale process.
  • KordaMentha: in relation to the receivership of Blue Sky Alternative Investments and arrangements with Oaktree Capital Partners as major creditor.
  • Centerbridge Partners, L.P.: on one of Australia's most complex recapitalisations involving the restructure of in excess of US$700 million debt of Boart Longyear by way of two creditor schemes of arrangement and shareholder approval. The matter was contested by a group of creditors and by two related shareholders and involved several court hearings, two successful appeals before the NSW Supreme Court and a Court ordered mediation.
  • Hometown America Corporation: on its $900m take-private of Gateway Lifestyle Group, a land lease community business, and associated restructuring. The acquisition was unsolicited and involved Brookfield as a rival bidder.
  • Wattle Hill Capital and ROC Partners: two Australian private equity funds, in relation to their $190m takeover by way of scheme of arrangement for Capilano Honey Limited which won Consumer M&A Deal of the Year at the Mergermarket awards.
  • Baring Private Equity Asia: Advised on the A$1.2 billion buyout and take-private of ASX listed SAI Global Limited.
  • CIMIC Group Limited: in relation to its $524m hostile takeover bid for UGL Limited and its hostile takeover bid for Macmahon Holdings Limited.
  • Grays eCommerce Group Limited: in relation to the $180m scheme of arrangement with Eclipx Group Limited.
  • Northill Capital LLP: in relation to its acquisition of Hastings Funds Management from Westpac Banking Corporation.
  • Fullshare Holdings Limited: the listed Hong Kong conglomerate in relation to its $100m investments in the child care industry – its first investments in Australia.