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Matthew J. Watts

Fax +61.2.95132399

Mr. Watts is a corporate lawyer with extensive experience in advising on corporate law, investment management and financial services regulation. Mr. Watts regularly advises some of Australia's largest financial institutions and Real Estate Investment Trusts (REITs) as well as local and offshore investment fund managers.

Mr. Watts has experience advising on a range of domestic and international collective investment vehicles including retail managed investment schemes, wholesale managed investment schemes, venture capital funds (including Early  Stage Venture Capital Limited Partnerships and Venture Capital Limited Partnerships), infrastructure funds, debt funds, hedge funds and REITS.

Mr. Watts' expertise includes advising on acquisitions of Australian funds management businesses, the structuring and establishment of retail and institutional funds (including venture capital limited partnerships), fund restructures, trustee and responsible entity changes, investment joint venture arrangements, Australian financial services licensing regulation, registered scheme compliance, the promotion and distribution of listed and unlisted investment funds and products and investment management and custody  counterparty arrangements.

Mr. Watts also assists clients in applying the aspects of the Corporations Act 2001 and the ASX Listing Rules including in relation to corporate governance matters and directors' duties that are relevant to their businesses. 

Professional Background

Prior to joining at K&L Gates, Mr. Watts worked as a Senior Associate in the financial services group of an Australian commercial law firm.

  • Advised NYSE-listed global investment firm Legg Mason Inc. on its shareholder and ongoing arrangements in conjunction with its acquisition of a 75% stake in Sydney-based infrastructure investment manager RARE Infrastructure.
  • Advised LSE-listed and ASX-listed international investment company, Henderson Group plc in relation to the 100% acquisition by Henderson Global Investors (Australia) Limited of fund managers Perennial Fixed Interest Partners Pty Ltd and Perennial Growth Management Pty Ltd from IOOF Holdings Limited and the employee-shareholders of each company.
  • Acted as Australian Legal Counsel for and advising a global asset manager in the establishment of a number of Australian-domiciled feeder funds to a global Infrastructure Fund, including drafting of fund formation and offer documentation and advising on AFSL regulatory requirements applicable to the transaction.
  • Advised Henderson Global Investors (Australia) Funds Management Limited on the establishment of its first Australian registered managed investment scheme. This work included advising on fund establishment, regulatory compliance and product disclosure requirements, negotiating investment management agreements and coordinating and participating in the due diligence committee.
  • Advised a global real estate investment management company on the phased withdrawal from its real estate investment management activities in Australia including its management of five ASX listed real estate investment trusts with in excess of AUD7.2 billion in assets under management at the time and its co-investment stake of around AUD150 million in those trusts. This included advising on:
    • risks and benefits of transaction alternatives
    • deal structuring (including internalisation and third party divestment options)
    • preparation of key transaction documents
    • strategic advice on transaction management, corporate governance and due diligence compliance.
  • Advised the trustee for a large pooled superannuation trust on its $40m investment in a Cayman Island domiciled global infrastructure fund, including reviewing and advising on the underlying constituent documents and preparation of a due diligence report.
  • Advised one of the UK's largest institutional asset managers on its $15m investment in an Australian venture capital limited partnership fund, including reviewing and advising on the underlying constituent documents, assisting with completion of subscription and investment documentation for the fund and negotiation of side letters with the General Partner.
  • Advising a UK based alternative investment manager on the regulatory requirements and disclosure obligations of product offerings in Australia by a number of Cook Islands domiciled investment entities. This included advising on:
    • fund establishment and foreign incorporation in Australia
    • product disclosure requirements
    • Australian financial services regulatory requirements and applicable regulatory updates
    • director liability and due diligence committee establishment
    • requirements for the offering of Australian securities in New Zealand under the Australian and New Zealand trans-Tasman mutual recognition scheme.
  • Advising the outsourced responsible entity arm of a financial services provider on the establishment of new Australian funds for a number of offshore and Australian investment fund managers including the negotiation of investment management agreements, custody agreements and administrative service agreements as well as product disclosure for both wholesale and retail investors.
  • Advising one of Australia's largest industrial property REITs on a number of private equity property joint ventures for the acquisition and development of industrial land and in relation to private equity fund unit and share acquisitions and sales. This included advising on the establishment of the joint venture vehicle and the drafting of transaction documents including share and unit sale deeds, unit holder agreements, shareholder agreements, property management agreements and subscription agreements.
  • Advising an Australian debenture issuer on the disclosure requirements for the offer of debentures in Australia.