Alastair MacpheeSpecial Counsel
Alastair Macphee undertakes a wide range of corporate and commercial matters, including governance and structuring issues, directors' and officers' duties, ESG, general Corporations Act 2001 (Cth) advice and commercial contracting. He has a broad-based commercial practice that extends across many sectors, including health, financial services, government and water.
Alastair has extensive experience in drafting, amending and replacing constituent documents, including constitutions, shareholders' agreements and members' agreements. In addition, he provides governance training to private, public and non-profit sector entities and regularly advises on officer protection and board representation arrangements.
Alastair has assisted numerous companies limited by guarantee with start-up, governance, structuring, funding and winding up issues, both in the not-for-profit context and where the entity is owned or controlled by government. This includes assisting with not-for-profit mergers and similar transitioning or exit arrangements. He also assists in designing and implementing 'back-to-back' contracting arrangements for government-funded entities.
Alastair leads DLA Piper's "PHN" practice and is a member of the core team that has assisted various participants in the Australian primary healthcare sector in connection with the federal reforms that commenced in 2014, as well as the federal and state "Medicare Local" reforms that commenced in 2010. His work has involved providing advice on key reforms, including legal, governance, funding and transitioning issues, assisting in designing governance structures and transition arrangements in response to those reforms, and presenting on key governance and structuring topics around Australia at conferences, workshops and Board meetings.
- Advising a number of Medicare Locals and "PHN" consortia in respect of the transition from Medicare Locals to PHNs. This included assisting in designing governance structures (including consortia joint venture arrangements), advising on and negotiating the termination and transition arrangements between various Medicare Locals and the Commonwealth, advising on and negotiating the proposed funding arrangements for various PHNs, and assisting various PHNs in designing and implementing their own sub-funding and services agreements.
- Advising the Victorian Department of Innovation, Industry and Regional Development (as it then was) in relation to multiple aspects of the governance, structuring and funding arrangements for the $207 million Australian Synchrotron Project. This included assisting in designing and implementing the corporate structure and governance arrangements for the Australian Synchrotron, drafting and/or negotiating the key funding documents including the subscription agreements with foundation investors and the funding arrangements with the State of Victoria and the Australian Government, and assisting in designing and implementing the tender process for the proposed independent operator of the Australian Synchrotron. Subsequently, Alastair assisted the Victorian Department of Business and Innovation (as it then was) with the review of the Australian Synchrotron governance, structuring and funding arrangements, and assisting in relation to the outsourcing of the management of the Australian Synchrotron to Australian Nuclear Science and Technology Organisation, before assisting the Victorian Department of Economic Development, Jobs, Transport and Resources with the review of the Australian Synchrotron governance, structuring and funding arrangements, and assisting in relation to the transfer of all of the State of Victoria’s shares in Australian Synchrotron Holding Company Pty Ltd and related lease interests in the Australian Synchrotron to Australian Nuclear Science and Technology Organisation.
- Assisting with the design and incorporation of First Peoples' Assembly of Victoria Limited, which acts as the "Aboriginal Representative Body" under the Advancing the Treaty Process with Aboriginal Victorians Act 2018 (Vic).
- Advising a health tech fast-growth company in relation to its $5 million "Series A" capital raise with a leading not-for-profit.
- Assisting a member-based peak body with a restructure, including transition to a new Constitution and a new membership structure, and assistance with transitioning relevant assets and non-profit operations from the former members.
- Advising a Victorian statutory body in relation to legal, compliance and governance issues associated with its acquisition of all of the issued shares in a proprietary limited company, including preparing various governance documents and advising on legal and policy issues.
- Assisting numerous listed and other private sector entities, not-for-profit and charitable entities and public bodies in designing, documenting and operating joint ventures and consortia arrangements.
- Assisting various charities and other not-for-profit entities in relation to a wholesale mergers, including advising on not-for-profit transitioning issues and directors' and officers' duties considerations, preparing the constituent documents for the proposed merger vehicle, preparing the necessary transfer documentation and assisting with completion-related tasks.
- Providing governance training to board members and other officers of Corporations Act companies and statutory bodies, including through tailored workshops and conference presentations.
- Advising numerous private, public and not-for-profit entities and their board members and officers on protection arrangements. Alastair has specific expertise in drafting, updating, reviewing and negotiating the relevant documents and advising on nominee directorships and representation rights, group protection arrangements and implementation and approval issues. This includes advising on director and officer protection arrangements in the context of business/share sales, not-for-profit transitioning arrangements and statutory transfers.
- Graduate of Australian Institute of Company Directors (Order of Merit), 2013
- University of Melbourne, Bachelor of Laws (Hons), 1996
- University of Melbourne, Bachelor of Arts (Hons), 1994
Alastair is a regular presenter of seminars and workshops on governance and structuring issues, ESG and directors' and officers' duties, including:
- “Data governance and cyber security - risk management for the digital age” DLA Piper In House Counsel Day presentations (February and March 2023).
- "Overview of duties of Australian subsidiary directors and director protection arrangements" (client seminar) (February 2023).
- “Introduction to governance and directors’ duties for public companies limited by guarantee” (client seminar) (February 2023).
- “ESG Issues” (client seminar) (February 2023).
- “Overview of directors’ duties and protection arrangements for nominee directors in Australia and NZ (client seminar) (December 2022).
- “Real Life Stories - anatomy of a public sector acquisition process” (client seminar) (November 2022).
- "Governance and structuring issues and options for a charity restructure" (client seminar), August 2021.
- "Update re Committee Member duties and ESG issues, risks and opportunities" (client seminar), August 2021.
- "Legal update for directors and executives of Australian subsidiaries of a global tech company" (client seminar), May 2021.
- "Director update and education session" for directors of a company listing on ASX (client seminar), April 2021.
Memberships And Affiliations
- Law Institute of Victoria
- Australian Institute of Company Directors