- Anita Mirchandani
Title: Senior Associate at Herbert Smith Freehills
View Anita's Linkedin profile here
Anita recently advised Toll Group on their acquisition by Japan Post, one of Australia's largest public acquisition. A Melbourne Law School alumna, she spent three years at Herbert Smith Freehills' Tokyo office before transferring to Melbourne last year.
MJIL: So how did you become involved in Japan Post's acquisition of Toll Group, a logistics company in Australia?
I became involved 3 months after I joined the HSF Melbourne team, probably because of my experience in Japan working with Japanese clients and my understanding of how business is done there. The partner on the transaction, Rodd Levy thought that it would be an opportunity for me to utilise my Japanese skills here in Australia. Whilst Toll has operations all over Asia-Pacific, it is still very much an Australian company and had not ever worked on a deal involving a Japanese state-owned company, so hopefully my knowledge of Japanese language and business culture was of use to them.
MJIL: Why do you think Japan Post approached Toll in Australia?
Japan Post have been talking about an IPO (initial public offering) for years. Due to changes of government in recent years, plans to privatise were stalled. Recently it has become a priority because the Japanese government will use the proceeds from the IPO to rebuild areas affected by the Tohoku earthquake.
For the purposes of the IPO, Japan Post wanted to drive growth by diversification and expansion internationally, given that the domestic postal market has been declining for some time. Toll was a great company for them to add to their portfolio, because they're Australian yet have a footprint all over the Asia Pacific.
In addition, Japan Post believed they were investing in people and skills. They saw that Toll's senior executives were really great people who were good at running their business, which is fantastic for Australia. The fact they're recognising human talent here is pretty special.
MJIL: So you think inbound Japanese transactions will increase here?
I hope so. We had a new partner, Ian Williams, join us from another firm, who worked in Japan for a very long time and is building a Japan team in Australia.
We haven't seen anything as big as Toll come in yet, but I'm sure there will be more coming off the back of that deal. It would have made news in Japan and ignited interest amongst other Japanese companies. The free trade agreement recently signed between Japan and Australia also helps.
MJIL: Speaking about your time in Japan, were there any stark contrasts between Japanese law and ours?
It surprises some people to learn that our Tokyo office does not actually practice Japanese law - we do not have any "bengoshi" (Japanese qualified lawyers) in our office.
As far as the corporate team goes, the majority of our work entails advising Japanese clients on outbound transactions and foreign investments.
I was in the Energy, Infrastructure and Mining team, so we advised Japanese clients acquiring interests in projects located in all over the world including Africa, South America, South East Asia, and the Middle East where there are resources, yet the local law might be inadequate to deal with certain issues. It was easier to contract in English law with the counterparty or counterparties, because English law is widely considered to be fair. Where there was some particular element of the deal that required Japanese law, we instructed counsel at some of the Japanese law firms with whom we have good relationships.
Our office in Tokyo has seen an increase in more inbound transactions seeking to invest in Japan. Through our relationships with the top Japanese law firms, we are able to select and source the best firm for a particular client with the relevant experience.
Our model of having no bengoshi has been successful and makes us a truly international law firm in the marketplace as well as providing lawyers with the opportunity to work on exciting cross-border deals.
MJIL: Why did you choose a specialisation in Energy, Infrastructure and Mining at Herbert Smith Freehills' Tokyo office?
I was in the M&A group at a different international law firm in Melbourne and as I was interviewing with various firms in Tokyo, it became clear that energy and resources was an area where firms wanted lawyers. I moved to Tokyo just after the Fukushima disaster and in its wake, a lot of Japanese companies were looking at making acquisitions in energy assets overseas, so there was a lot of work in this area.
I interviewed with both English and U.S. firms, and I chose Herbert Smith Freehills because I really liked the people and the vibe in the office. Being an Australian lawyer, it was also easier to transition into English law.
MJIL: Did working overseas deepen your understanding of what it means to be an Australian lawyer?
Yes, I think it is really important to have international experience as a lawyer in Australia. The Australian economy is so dependent on developments in the Asia Pacific region and inbound investments from overseas companies. When advising Australian clients doing business with Asian companies, it is important to be able to impart that international knowledge.
MJIL: Other than the Toll deal, what has been a career highlight for you?
I worked on a project in Russia during my secondment with our Japanese client, INPEX. They were getting into a joint venture with a Russian company to explore for oil and gas in offshore Russia. Russian law prohibits foreign ownership of certain types of energy assets, so we had to structure the deal in a very complicated way.
There were also political complications impacting the deal as it was during the time when sanctions were being imposed against Russia. As a lawyer, I had to draw on my knowledge of international law and speak to our international law experts at Herbert Smith Freehills to build really novel mechanisms into the agreement in case the sanctions resulted in some detriment to the joint venture.
Currently stationed in the Herbert Smith Freehills Melbourne office, Anita is a Senior Associate in the Mergers and Acquisitions team and continues to be an advisor for Japanese clients.