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Paul Faure

Partner
+61.3.9205.2143
Fax +61.3.9205.2055

Mr. Faure is a financial services and corporate and commercial lawyer with more than 19 years' experience advising clients on a wide range of investment, funds management and superannuation related issues. He frequently advises clients in relation to their investments in Australia and international jurisdictions. Mr. Faure also has extensive experience in providing advice to clients in respect to their day to day corporate and commercial issues, governance, risk and regulatory compliance. 

Mr. Faure's experience extends to advising clients on investment acquisitions and divestments, investment structuring, fund establishment, managed investment schemes, private equity, property and hedge funds.

Professional Background

Mr. Faure's significant experience in the superannuation and financial services industry is further enhanced by eight years as a Trustee Director and Chair of the Risk and Audit Committee of Industry Fund Services Limited and its subsidiaries. He has also completed several secondments with leading industry superannuation funds.

Achievements

Recognised in 2020 Best Lawyers (Australia) for Funds Management

Professional/Civic Activities

  • Australian Institute of Superannuation Trustees (AIST) member
  • The Association of Superannuation Funds of Australia (ASFA) member
  • Director and Chair of the Audit and Risk Committee of the Industry Fund Services Group (IFS) (2011 - 2019)
  • Executive Committee Member at a national mid-tier law firm (2015 - 2016)

Speaking Engagements

Regularly chairing sessions and presenting in respect to investment governance issues at AIST’s Australian Superannuation Investment Conference.

Funds

  • Advising on the fund/trust establishment for clients including establishment of wholly owned trusts (including MITs and AMITs) and (Australian and foreign) limited partnerships and ancillary management agreements.
  • Acting for an institutional investor in the establishment of various unit trusts and mandates, each with the purpose of investing in commercial property managed by Eureka Funds Management, Investa, AEW Capital Management and QIC.
  • Acting for the seed investor in the negotiation and establishment of the Charter Hall Prime Real Estate Fund.
  • Acting for several superannuation funds in reviewing and negotiating the terms of their investment in a portfolio of 12 shopping centres in the United States, through a three-tiered master/feeder structure of trusts and limited partnerships managed by QIC.
  • Acting for seed investors in the establishment of two medical commercialisation funds managed by Brandon Capital Partners.
  • Acting for seed investors in respect to the establishment of a venture capital fund with Blackbird Ventures.
  • Negotiating a co-investment framework agreement, common terms deed and the establishment of wholly owned co-investment vehicles with Global Infrastructure Partners for the purpose of making co-investments in infrastructure assets.
  • Conducting regular legal due diligence and negotiating side letter terms for institutional investors relating to Australian and offshore funds (limited partnerships, LLCs and SICAVs) across different asset classes, including in respect to funds located in Delaware, Cayman Islands, Jersey, Guernsey, Luxemburg and France.
  • Advising on structure and negotiating fund documents in respect of the establishment of a Guernsey limited partnership and a AUD500 million discrete mandate to invest in private equity assets.

Transactions

  • Acting for the seller in a AUD96 million sale of units in several trusts owning agribusiness assets.
  • Acting for eight purchasers in the acquisition of shares in Members Equity Bank Ltd and Industry Super Holdings Pty (owner of IFM Investors) with an aggregate purchase price of AUD235 million.
  • Acting for two sellers with respect to separate sales of their interests in Thames Water with an aggregate purchase price of £176 million.
  • Acting for the purchaser in respect to the acquisition of 37% interest in Ohio State University parking system with a purchase price of US$48 million.
  • Acting for the seller in respect to the sale of a 49% interest in the company that operates the Rowville Transmission Facility.
  • Acting for a seller in respect to the sale of an 8.57% interest in Great Energy Alliance Corporation Pty (Loy Yang A Power Station) to AGL Energy Limited with a purchase price of AUD27 million.
  • Acting for the purchaser in the sale and assignment of rights to annuity payments from AGL Energy Limited for AUD22 million and then acting for a further three purchasers in subsequent separate sales and assignments with an aggregate purchase price of AUD120 million.
  • Acting for the purchaser in the acquisition of stapled securities in Perth Airport Development Group Pty Ltd and PAPT Holdings Pty Ltd (Perth Airport) for a purchase price of AUD110 million, including acting for the same purchaser in regard to a subsequent capital raising through the issue of further shares and shareholder loans.
  • Acting for the seller in the secondary sale of 15 US limited partnership interests from its private equity portfolio for a total purchase price of AUD315 million.
  • Acting for Cbus in project managing the transfer of legal title of approximately AUD1 billion in unlisted assets, as part of a custody transition from NAB to JP Morgan.
  • Acting for AustralianSuper in project managing the transfer or sale through pre-emptive rights of approximately AUD750 million in private equity, infrastructure and debt assets as part of the Westscheme/AustralianSuper merger.
  • Negotiating transaction documents in respect to a AUD115 million issue of convertible notes with the purpose of raising funds for investment in renewable energy both in Australia and overseas, with the client acting as underwriter for the issue.

Investment Operations

  • Advising in respect to the consolidation of a superannuation fund’s investment holding structures and internal investment management processes, particularly with respect to the establishment of a new subsidiary investment management company, new subsidiary trustee companies, related unit trusts, the winding up of other trusts, corporate governance, directors’ duties, APRA and ASIC compliance issues.
  • Establishing a company to conduct an independent investment advisory business, including providing advice on debt funding, corporate governance, shareholder agreement and regulatory compliance, including assisting in the preparation of the resulting AFSL application.
  • Providing advice to several superannuation funds in relation to insourcing the management of their capital markets program, including reviewing, drafting and providing advice in respect of board recommendations, internal risk and governance requirements and APRA/ASIC compliance issues. As part of these projects also reviewing and drafting the following investment related internal policies and guidelines, including: Counterparty Selection & Monitoring Policy; Authorised Traders & Access Security Policy; Liquidity Risk Management Policy; Trading Ranges Policy; Soft Commission Policy; Segregation of Duties Policy; Personal Trading Policy; Capital Markets Governance Policy; Sub-asset Class Target Limit Policy; FX Trading Guidelines; Money Market Trading Guidelines; and Futures Trading Guidelines.
  • Negotiating investment management agreements (including transition management agreements) across all asset classes with Australian and foreign investment managers, including making amendments for regulatory compliance/changes and producing/revising template IMAs to meet best practice standards.
  • Negotiating custody, administration agreements and securities lending agreements with JP Morgan, State Street, Northern Trust and National Australia Bank.
  • Negotiating futures clearing agreements with Citigroup, State Street, Morgan Stanley, JP Morgan and Goldman Sachs.
  • Negotiating collateral management agreements with Macquarie and Northern Trust.
  • Establishing an IDPS, including negotiating the platform deed, website support and maintenance deed and investment management agreement.
  • Negotiating an ICT services agreement and equipment finance contracts for a large superannuation fund.
  • Negotiating consultancy agreements with JANA and Frontier.
  • Negotiating a private markets advisory agreements with Stepstone.
  • Negotiating licence, service and supply agreements with Bloomberg, Yeildbroker and Thomson Reuters.
  • Negotiating a tripartite account administration agreement with Austraclear and State Street.
  • Negotiating ISDA agreements, schedules and CSAs with various bank counterparties.

Investment and Corporate Structures

  • Advising five industry superannuation funds with respect to the restructure of their interests in the IFM Infrastructure Funds and IFM Australian Infrastructure Wholesale Funds.
  • Advising in respect to a preferential share issue regarding a direct investment in a US group of investment companies that own and manage Icon Parking Systems NYC, including the negotiation of transaction documents, amendments to constitutions and shareholders agreements.
  • Advising in respect to the unwinding of complex security trust and debt arrangements in order to facilitate the sale of a major office building located in Parramatta and leased to the NSW Government.
  • Advising on structure relating to a AUD200 million investment by a client as an initial shareholder in an unlisted company whose purpose was to invest in infrastructure in India, including the negotiation of co-investment rights with two major Indian banks.
  • Acting for a superannuation fund in respect to corporate and ownership restructures relating to equity and debt interests in Powerco, a large New Zealand electricity and gas network utility, Epic Energy South Australia and Westlink M7 Motorway.
  • Providing advice to a client to enhance governance rights and liquidity in respect to several private equity and infrastructure related assets managed by QIC.
  • Advising a client with respect to the establishment of a special purpose vehicle unit trust for the purpose of holding an indirect interest in Perth Airport.
  • Advising a client with respect to a joint venture with the State of Wisconsin Investment Board with the purpose of owning real property in Houston, Texas. This involved the negotiations in respect of the JV agreement, review and advice in respect the establishment of subsidiary companies (Delaware LLCs) and in respect to various promissory notes and loans to be provided by shareholders.
  • Advising a superannuation fund on holding structures in respect to the purchase of commercial properties in Chicago and New York, USA, managed by CIM and Invesco, respectively.

Compliance, Governance and Risk

  • Providing advice on compliance and regulatory issues relating to financial services and funds management, including Corporations Act 2001 (including FOFA & FASEA), Privacy Act 1988, ASIC Act 2001, Life Insurance Act 1995, Superannuation Industry (Supervision) Act 1993 and AML/CTF Act 2006 and associated regulations, class orders and prudential standards.
  • Reviewing constitutions, compliance plans, PDSs, reference guides and application forms for compliance with Corporations Act 2001 and ASIC Act 2001.
  • Reviewing and advising on marketing and promotional material for potential issues under the Competition and Consumer Act 2010 and ASIC Act 2001.
  • Reviewing, drafting amendments and updating policies and frameworks, including investment governance frameworks, board charters, insider trading policies, conflict of interest policies, liquidity policies and counterparty risk policies.
  • Acting for a manager of a registered scheme in relation to a change in trustee, including drafting the notice of meeting and explanatory memorandum and ensuring the process complied with Corporations Act 2001 requirements.
  • Providing advice to funds in respect of RG 97 issues, portfolio holdings disclosure regime and OTC derivative transaction reporting, including drafting clauses to update relevant agreements.
  • Acting for a fund in respect to the variation of their AFSL conditions and including reviewing and drafting necessary proofs.
  • Advising a client in respect of their status under and application of the Dodd–Frank Wall Street Reform and Consumer Protection Act (US) and European Market Infrastructure Regulation.
  • Advising a client in respect of the implications of MiFID II.