Sarah Kerr

Partner

Sarah joined Lowndes Jordan in 2020 with over 22 years of experience, including 14 years as a partner in other leading Auckland law firms. Early in her career, Sarah worked for US law firm Holme Roberts & Owen LLP in London and for English law firm Clifford Chance in Frankfurt.

Sarah practises corporate and commercial law, with a focus on mergers and acquisitions, joint venture and shareholder arrangements, venture capital, corporate governance and the drafting and negotiation of high value commercial contracts.

Sarah advises clients who operate across diverse industry sectors including bearings and accessories (for the manufacturing, automotive and engineering sectors), industrial lubricants, manned security, nutritional supplements and natural health products, retail, market research, cosmetics and skincare and diagnostic products. Sarah counts amongst her clients one of New Zealand’s fastest-growing players in the insurance industry. Sarah also represents venture capital and early stage and expansion capital investors such as K1W1, for whom she has acted since 2004.

Sarah has been a contributing author of the Thomson Reuters publication Mergers, Acquisitions and Takeovers, Practice and Procedure for over 12 years. She speaks German and French and is admitted to practise law in the United Kingdom as well as in New Zealand.

Sarah’s specific experience includes the following:

Mergers and Acquisitions Transactions

  • Multiple acquisitions by a bearings and accessories distributor (operating in the manufacturing, automotive and engineering sectors) of various businesses located in different regions of New Zealand, as part of a nationwide expansion strategy.
  • Sale of the business and assets of a leading New Zealand supplier of automotive, marine and outdoor textiles.
  • Acquisition by an Australian subsidiary of a multinational door hardware and access solutions corporation listed on the Swiss Exchange of the business and assets of a New Zealand automatic door supply and maintenance company.
  • Acquisition by an Australian subsidiary of a global manned security company listed on the Indian stock exchange of a majority interest in a leading New Zealand manned security company.
  • Advice on a joint venture between an electric lines company and a major player in the telecommunications sector.
  • Sale of the shares in a New Zealand cloud-based human resources software company to an ASX-listed provider of cloud-based human resources payroll solutions.
  • Advice on the New Zealand aspects of a global US$1 billion acquisition of a worldwide printer business.
  • Sale by a New Zealand venture investment vehicle (by way of an amalgamation with the New Zealand subsidiary of a US purchaser) of its cornerstone shareholding in an entity specialising in noise cancellation and audio enhancement equipment (overall transaction value NZ$60m).
  • Sale by the founding shareholders of a company operating a manned security business of a controlling interest in that company to a Shanghai-based corporation.
  • Acquisition by a Hong Kong listed corporation of a New Zealand company specialising in the manufacture of natural cosmetics and skincare products.
  • Sale by a New Zealand company of its recycling technology business to a Singaporean entity that subsequently redomiciled as an Australian entity and listed on the ASX, with part of the consideration paid to selling shareholders comprising shares in the ASX-listed entity.
  • Sale of two leading central Auckland veterinary practices to a major ASX-listed player in the veterinary industry, as the first step in a nationwide roll-up of New Zealand veterinary practices.
  • Sales by a New Zealand nutraceuticals company (majority-owned by Nestlé S.A.) of various of its assets (in separate transactions) to a New Zealand pharmaceutical company and a key player in the New Zealand kiwifruit industry.
  • Sale by a New Zealand venture investment vehicle to a US purchaser of its majority shareholding in an entity specialising in multi-layer screen technology.
  • Acquisition by a leading waste recovery company of New Zealand’s largest organic waste to composting operation.


Corporate Advisory and Compliance Advice

  • Assisting with the New Zealand aspects of the AU$20 million initial public offering of Terragen Holdings Limited, a leading Australasian agricultural biotech corporation.
  • Advice to leading international accountancy firms with multiple offices in New Zealand on diverse matters including the incorporation of an audit practice and constitutional and board issues.
  • Preparing employee share option scheme documentation and ensuring compliance with the Financial Markets Conduct Act 2013.
  • Advice on consumer legislation and advertising standards in the context of the sale of goods and services.


Venture Capital Investment Advice

  • Advising K1W1 on the entry into, exit from, and restructuring of, many of its investments since 2004, including in relation to Phitek Systems (aircraft cabin noise cancellation technology), PureDepth (visual display technology), Avertana (bulk industrial commodities), Icebreaker (clothing), Piako Yoghurt (food), Solar City (solar energy), Hubsta/The Deal (online shopping), Living Nature (cosmetics) and Tomizone (WiFi).


Shareholding and Joint Venture Arrangements

  • Drafting, negotiating and advising on shareholder and joint venture agreements for numerous closely held and widely held companies.
  • Advice to directors and shareholders in the context of shareholder disputes and contentious exits, including in relation to directors’ duties and shareholder remedies such as minority buy-out rights.


General Contract Advice

  • Drafting and advising on a broad range of commercial contracts including supply and distribution agreements, contract manufacturing agreements, licensing agreements, loan and security agreements and terms of trade.

EXPERTISE

In addition to her general corporate and commercial experience, Sarah has particular expertise in the following areas:

CONTACT

e
p 09 309 2500
f 09 309 1445
m 021 441 324

PA / SECRETARY

Jennifer Legg

Sarah Kerr BA/LLB (Hons)

Partner

Sarah joined Lowndes Jordan in 2020 with over 22 years of experience, including 14 years as a partner in other leading Auckland law firms. Early in her career, Sarah worked for US law firm Holme Roberts & Owen LLP in London and for English law firm Clifford Chance in Frankfurt.

Sarah practises corporate and commercial law, with a focus on mergers and acquisitions, joint venture and shareholder arrangements, venture capital, corporate governance and the drafting and negotiation of high value commercial contracts.

Sarah advises clients who operate across diverse industry sectors including bearings and accessories (for the manufacturing, automotive and engineering sectors), industrial lubricants, manned security, nutritional supplements and natural health products, retail, market research, cosmetics and skincare and diagnostic products. Sarah counts amongst her clients one of New Zealand’s fastest-growing players in the insurance industry. Sarah also represents venture capital and early stage and expansion capital investors such as K1W1, for whom she has acted since 2004.

Sarah has been a contributing author of the Thomson Reuters publication Mergers, Acquisitions and Takeovers, Practice and Procedure for over 12 years. She speaks German and French and is admitted to practise law in the United Kingdom as well as in New Zealand.

Sarah’s specific experience includes the following:

Mergers and Acquisitions Transactions

  • Multiple acquisitions by a bearings and accessories distributor (operating in the manufacturing, automotive and engineering sectors) of various businesses located in different regions of New Zealand, as part of a nationwide expansion strategy.
  • Sale of the business and assets of a leading New Zealand supplier of automotive, marine and outdoor textiles.
  • Acquisition by an Australian subsidiary of a multinational door hardware and access solutions corporation listed on the Swiss Exchange of the business and assets of a New Zealand automatic door supply and maintenance company.
  • Acquisition by an Australian subsidiary of a global manned security company listed on the Indian stock exchange of a majority interest in a leading New Zealand manned security company.
  • Advice on a joint venture between an electric lines company and a major player in the telecommunications sector.
  • Sale of the shares in a New Zealand cloud-based human resources software company to an ASX-listed provider of cloud-based human resources payroll solutions.
  • Advice on the New Zealand aspects of a global US$1 billion acquisition of a worldwide printer business.
  • Sale by a New Zealand venture investment vehicle (by way of an amalgamation with the New Zealand subsidiary of a US purchaser) of its cornerstone shareholding in an entity specialising in noise cancellation and audio enhancement equipment (overall transaction value NZ$60m).
  • Sale by the founding shareholders of a company operating a manned security business of a controlling interest in that company to a Shanghai-based corporation.
  • Acquisition by a Hong Kong listed corporation of a New Zealand company specialising in the manufacture of natural cosmetics and skincare products.
  • Sale by a New Zealand company of its recycling technology business to a Singaporean entity that subsequently redomiciled as an Australian entity and listed on the ASX, with part of the consideration paid to selling shareholders comprising shares in the ASX-listed entity.
  • Sale of two leading central Auckland veterinary practices to a major ASX-listed player in the veterinary industry, as the first step in a nationwide roll-up of New Zealand veterinary practices.
  • Sales by a New Zealand nutraceuticals company (majority-owned by Nestlé S.A.) of various of its assets (in separate transactions) to a New Zealand pharmaceutical company and a key player in the New Zealand kiwifruit industry.
  • Sale by a New Zealand venture investment vehicle to a US purchaser of its majority shareholding in an entity specialising in multi-layer screen technology.
  • Acquisition by a leading waste recovery company of New Zealand’s largest organic waste to composting operation.


Corporate Advisory and Compliance Advice

  • Assisting with the New Zealand aspects of the AU$20 million initial public offering of Terragen Holdings Limited, a leading Australasian agricultural biotech corporation.
  • Advice to leading international accountancy firms with multiple offices in New Zealand on diverse matters including the incorporation of an audit practice and constitutional and board issues.
  • Preparing employee share option scheme documentation and ensuring compliance with the Financial Markets Conduct Act 2013.
  • Advice on consumer legislation and advertising standards in the context of the sale of goods and services.


Venture Capital Investment Advice

  • Advising K1W1 on the entry into, exit from, and restructuring of, many of its investments since 2004, including in relation to Phitek Systems (aircraft cabin noise cancellation technology), PureDepth (visual display technology), Avertana (bulk industrial commodities), Icebreaker (clothing), Piako Yoghurt (food), Solar City (solar energy), Hubsta/The Deal (online shopping), Living Nature (cosmetics) and Tomizone (WiFi).


Shareholding and Joint Venture Arrangements

  • Drafting, negotiating and advising on shareholder and joint venture agreements for numerous closely held and widely held companies.
  • Advice to directors and shareholders in the context of shareholder disputes and contentious exits, including in relation to directors’ duties and shareholder remedies such as minority buy-out rights.


General Contract Advice

  • Drafting and advising on a broad range of commercial contracts including supply and distribution agreements, contract manufacturing agreements, licensing agreements, loan and security agreements and terms of trade.