Nick Scott

Nick is a Special Counsel in our Corporate and Commercial team. He focuses on M&A, helping clients to buy and sell businesses and companies – including those covered by the Takeovers Code. He has experience in advising insurers in relation to the placement of M&A warranty insurance.

He also helps resolve disputes between shareholders and at board level, as well as between parties to a variety of contractual arrangements. He regularly advises both franchisors and franchisees on issues that arise in their business.

He provides advice to many clients on the Financial Markets Conduct Act, NZX issues, start-up related legal issues, franchise law, Pharmac contracts, and on a wide range of commercial contract matters.

Nick advises a wide range of commercial clients, including listed companies, local subsidiaries of multi-national companies, and privately held New Zealand companies. He also advises start-up companies wanting to raise capital. He deals with business owners, directors, C-suite executives, and in-house counsel. Nick can advise clients on options for the drafting of contracts that will help them achieve their desired outcomes.

Nick has advised Fusion Specialty Insurance Pty Limited, Sealegs International Limited, Sedgwick New Zealand, and Cogent Limited, among many others.

Nick has been recognised by The Legal 500 Asia Pacific as a Recommended Lawyer for Corporate and M&A, and by IFLR1000 as a Notable Practitioner for M&A.

Relevant experience

• Oyster Bay Marlborough Vineyards Limited: Advising on its listing on the NZAX and its compliance requirements under the NZAX listing rules. He also appeared before NZX Discipline for the company, successfully defending complaints made by Peter Yealands Investments Limited.
• Oyster Bay Marlborough Vineyards Limited: Advising the target company through a highly contested partial takeover offer battle between Delegats Wine Estate Limited and Peter Yealands Investments Limited. This resulted in New Zealand’s first High Court judgment on the Takeovers Code.
• Whānau Tahi Limited: Advising on a significant transaction involving one of New Zealand’s leading health technology businesses which had important relationships with the Ministry of Health and the various district health boards in New Zealand. The transaction was strategically important to its work towards improving the livelihood of Māori in New Zealand.
• Chow Group: Advising on the delisting from NZAX.
• Undertaking acquisitions and divestitures of various businesses, including addressing issues relating to the Commerce Act, Overseas Investment Act, banking arrangements and inter-jurisdictional issues.
• General Counsel (Seconded) for a New Zealand company establishing its business in Dubai.
• Technology and telecommunications company: Advising the acquisition of the business and assets of an IT company by another IT company. We advised the buyer on all legal aspects of the transaction, including carrying out extensive legal due diligence, negotiation of transaction documents, and ensuring a smooth transition to completion.
• Technology and telecommunications company: Advising management buyout of an IT company by interests associated with a 30% shareholder at the commencement of this transaction. The shareholder formed a company which then acquired all of the shares in the IT company. In relation to the management buyout, he prepared the sale and purchase agreements, negotiated their terms and settled the purchase.
• Insurance company: Advising a specialty insurer, Nick advised on the issue of a W&I insurance policy for a transaction where a related company acquired a 60% stake in a tech firm. Nick reviewed due diligence, drafted underwriting questions, joined an underwriting call, ensured the SPA met market standards, and suggested amendments to the SPA and insurance policy.
• Insurance company: Advising on the W&I insurance policy for a major acquisition of retirement villages. Nick reviewed due diligence, drafted underwriting questions, attended an underwriting call, and advised on SPA compliance and policy changes.
• Technology and telecommunications company: Advising the financing of the first two transactions through a funding facility obtained from a lender which was provided on a limited recourse basis.
• Lanaco Limited: Acting for Lanaco Limited that was raising capital by the issue of new preference shares. The share issue was partially underwritten and needed to comply with the pre-emptive rights process that applied to the issue of new shares.
• Jesters’ Pies: Advising on all legal matters including ensuring that its franchise documentation complied with New Zealand law, and the Code of Ethics and the Code of Practice of the Franchise Association of New Zealand.