John McCombe
John McCombe Business Lawyer

John McCombe

Special Counsel

  • Areas of Law Business Law , M&A , Not-For-Profit
  • Qualifications Bachelor of Laws (Honours); Bachelor of Commerce – University of Melbourne
    Graduate Diploma in Corporate Finance – Securities Institute of Australia (now FINSIA)

John is a highly regarded corporate/commercial lawyer with a broad range of experience gained over more than 40 years of practice. Before joining Aitken Partners, John was a partner (and then consultant) at two national corporate law firms, initially in Melbourne and subsequently in Sydney.

He has been recognised in Best Lawyers in Australia for Mergers and Acquisitions Law, Corporate Law and Corporate/Governance Practice from 2013 -2021 (inclusive). John has extensive corporate transactional experience including mergers and acquisitions (domestic and cross-border, private treaty and regulated) , divestments, re-structuring, takeovers, capital raising (placements, share purchase plans), share buy-backs, IPOs and back door listings and joint ventures. He also specialises in providing advice on corporate governance and other Corporations Act issues, including:

  • directors’ duties (including for ACNC registered charities);
  • requisitioning and conduct of general meetings and shareholder activism;
  • Board elections and removals;
  • drafting notices of general meetings of shareholders (listed, unlisted and not for profit entities), Board and Committee Charters;
  • ASX Listing Rules advice, approvals and waivers, continuous disclosure and compliance advice;
  • ASIC exemptions and declarations;
  • FIRB approvals and advice;
  • employee incentive schemes;
  • related party transactions;
  • foreign company registrations and compliance;
  • corporate constitutional reform (listed, unlisted, companies limited by guarantee, ACNC registered charities;
  • negotiating and drafting a wide range of commercial agreements; and
  • corporate secretarial and compliance and regulatory advice generally.
Recent Experience
  • Newcastle Airport – complex acquisition trust structuring, governance advice and implementation.
  • Alceon Group – complex multi-entity share acquisition (cash and scrip consideration), structuring and shareholder agreements.
  • PPK Group (ASX:PPK) – various share and asset acquisitions (cash and scrip), including due diligence, governance and company secretarial/ASX Listing.
  • Rules compliance advice, drafting Notices of General Meetings, ASIC and ASX waivers, capital raisings, including share purchase plan.
  • Cyclopharm Ltd (ASX:CYC) – corporate governance and company secretarial/ASX Listing Rules compliance advice.
  • Visa Inc – company secretarial compliance and corporate governance advice (Australian subsidiaries).
  • NRMA – lead lawyer for NRMA on demutualisation of NRMA Insurance via complex schemes of arrangement and associated re-structuring of the NRMA Group.
  • NRMA – advice on numerous member requisitioned general meetings (including multiple court proceedings), governance advice generally, member activism advice, director elections and drafting of Notices of General Meetings.
  • Hastie Group Ltd (former ASX:HST) – governance and company secretarial/ASX Listing Rules compliance advice, including Notices of General Meetings, fundraising (placement and entitlement offer).
  • Subzero Group Ltd (former ASX:SZG) – back door listing on ASX, compliance prospectus and on-going governance and company secretarial/ASX Listing Rules compliance advice, shareholder meetings.
  • Animal Welfare League NSW (an ACNC registered charity) – governance advice, director elections and general meetings, constitutional amendments.
  • Mortgage & Finance Association of Australia Ltd – governance advice, general meetings, constitutional amendments.
  • Netball NSW – governance advice, including general meetings (including hybrid AGM under COVID-19 Declaration) and Whistleblower Policy.
Relaxation
  • Sailing – ideally in Queensland.
  • Dragon Boat Paddling.
  • AFL supporter – with divided support for his “home town” Demons and Sydney Swans (having lived in Sydney for many years).
  • Travel.
Awards
  • Recognized in The Best Lawyers in Australia Since 2013 for work in: Corporate / Governance Practice; Corporate Law, and; Mergers and Acquisitions LawBest Lawyers

    Best Lawyers Award Badge