About

We are highly motivated lawyers and consultants providing high quality legal and commercial outcomes for our clients when they need them most.

MARC1 was founded with the objective of creating a Corporate Services Group offering convenience and efficiency to Australian companies and stepping away from the inflexible client relationships of larger law firms and instead creating a practice where flexibility, discretion and personal attention to your business are the principal objectives when working with our clients.

Our core businesses are MARC1 (Legal), MARC1 (Corporate Advisory), MARC1 (Company Secretarial and CFO) and MARC1 (Immigration Solutions).

We don’t just want to work with our clients we want to walk the journey and create the solutions that are needed to achieve your goals and objectives being there every step of the way.

At MARC1:

  • we put our clients’ interests first
  • we are passionate about our work and always strive for excellence
  • we listen carefully to understand our clients’ needs and deliver practical and commercial advice
  • we develop lasting client relationships and seek to add value wherever possible
  • we are at the forefront of the development of new products and innovations valued by our clients
  • we embrace new ideas and adapt well to change
  • we set ourselves ambitious targets and we aim to exceed them
  • we always consider how our actions might affect our client’s future choices

Having started a journey ourselves we know how important it is to have a reliable partner and advocate in your corner to help you along the way. MARC1 will make it our priority to have the solutions you need to reach your goals and commercial successes.

MARC1 has re-engineered the usual provision of legal services and offers fresh, more adaptable fee structuring options, including fixed price alternatives tailored to a project needs, which delivers a win-win outcome for both our clients and us.   MARC1 aims to integrate with your business to be the General Counsel, Company Secretary and/ or Chief Financial Officer, Corporate Advisor your company needs and will work with you to manage operating cost effectively.

At the core of our vision we are highly motivated lawyers and consultants providing high quality legal and commercial outcomes for our clients when they need them most.

MARC1 has strong networks in the corporate, resources and energy industries as well as the legal, financial and investment sectors.

We work closely with companies, their boards and operational teams on the front-end and pre-feasibility stages of projects to identify the key legal issues and drivers to optimally achieve project outcomes. MARC1 provides corporate and advisory services on a project’s start up, regulation, legal structure and the associated contractual matrix, including IPO’s and Backdoor (reverse take-over’s) on ASX and in Singapore.

Our approach to consulting avoids renegotiation, excessive redrafting of documentation and duplicated effort and as our overheads are low our fees are significantly less than the top and middle tier legal firms.

We look forward to being a part of your team.

 

Legal

Energy & Resources

MARC1 provides consultancy services to the following energy and resources sectors, as well as having relationships with and providing energy and resources consulting services to the financial, broking and investor sectors.

logo_M  Unconventional Oil & Gas

  • Coal Seam Gas
  • Shale Gas

logo_M  Conventional Oil & Gas

  • Upstream and Downstream

logo_M Mining and Resources

  • Coal
  • Iron Ore
  • Minerals

We also provide consulting services to the gas pipeline and mining operation, transportation and infrastructure sectors.

Our experience includes:

  • Asset purchase and Divestment
  • Contractual and negotiation strategy with key players in the energy and resource sectors
  • Farm-in Agreements, Drilling Contracts, Joint Venture Agreements, Share Sale and Purchase Agreements, Royalties, Product Sales and Off-take Arrangements
  • Directors Duties and compliance issues
  • ASIC Investigations
  • Structuring, negotiating and documenting legal aspects of major projects, operations and complex transactions
  • Operator Policy Preparation
  • Mine site incident response
  • Due diligence
  • Native Title and Aboriginal Cultural Heritage
  • Corporate governance and Compliance reporting (ASX, ASIC, JORC Code, IPOs, Information Memoranda, ASX Announcements etc.)
  • Qualitative and/or quantitative risk analysis of mining and mineral projects
  • Dispute resolution
  • Company Secretary functions (see Company Secretarial)
  • Investor Support and company evaluations

 

Dispute Resolution

Sometimes disputes are unavoidable – it is how they are resolved that makes the difference to our clients.  MARC1 takes a practical and commercial outlook to resolving disputes.

Knowing when to be tenacious and when to be conciliatory requires experience and insight.  MARC1 balances determination with pragmatism.

We apply strategic planning and sound legal, forensic, investigative, evidentiary and administrative skills toward all our contentious matters.  We address complex issues, provide innovative solutions and deal efficiently with large document based litigation.

When a dispute arises, we apply skillful lateral thinking to reach the very best resolution for our clients.  Our experience extends from mediation, conciliation and negotiation through to arbitration and litigation allowing our clients access to the full range of dispute resolution tools.  When a dispute escalates, we are there for our clients to help them in even the most difficult circumstances.

Our areas of disputes include intellectual property, competition and consumer law, corporate governance, construction, property, employment, industrial, commercial, insurance, product liability, planning and environment, resources and administrative law.

We scope all new matters clearly and work collaboratively with clients to manage costs.  Our advice is straightforward, timely and we keep clients fully informed at every stage on the issues that impact them.

We have conducted and advised on numerous contested disputes and hearings nationally in the Australian State and Federal Courts, including contested appeals and Full Federal Court and High Court proceedings.

Corporate

With China’s demand for raw resources, interest in Australia’s energy and resources sector is very strong.

MARC1 works with Australian and International clients, including deals involving Chinese investors, to achieve their corporate objectives.  MARC1 brings together the right team for the project both nationally and internationally. We also assist clients with Australia’s foreign investment regime.

MARC1 seeks to create innovative structures and solutions to help our clients with their global joint ventures, sales, acquisitions and internalisations across sectors.

Working closely with senior management and the boards of many respected corporations, we advise on all areas of corporate governance to manage the company’s legal, regulatory and commercial risks.

MARC1 has experience in asset acquisition and divestment negotiations, start-up, listings and advising on capital raising for junior/ mid-cap companies, including:

  • Incorporating proprietary and public companies and converting proprietary companies to public companies in Australia, Singapore and Hong Kong;
  • Advising on general Chinese Investor and Significant Investment Visa asset acquisitions;
  • Advising on applications to the ASX and NSX Listing Committee, including applications for waivers of Listing Rules;
  • Negotiated, documented and managed Share Purchase Plans;
  • Advised on different share classes, including preference shares and redeemable preference shares;
  • Prepared and advised on applications to the Takeovers Panel;
  • Prepared and advised on applications to the Foreign Investment Review Board; and
  • Advised on schemes of arrangement and on scheme implementation agreements and bidder statements.
  • Advised on Shareholder rights and voting rights advice and investor relations responses;
  • Prepared joint venture agreements, farm-in agreements, joint operating agreements, royalty agreements, joint off-take agreements;
  • Prepared schemes of arrangement, joint bidder statements;
  • Prepared share purchase agreements, shareholder agreements;
  • Advised on Divestment of assets;
  • Advised on acquisition and vendor due diligence;
  • Provided independent reviews and project analysis and feasibility;
  • Prepared Section 249D Notice of extraordinary general meeting and board requisitions;
  • Advised on contract review;
  • Prepared Prospectus’;
  • Prepared Memorandums of agreement/ intent/ understanding, heads of agreement, terms sheets; and
  • Advised on capital raising memorandums of agreements, disclosure statements and Information Memorandum presentations.

Financial Services Regulatory

In recent years, the volume and pace of change in financial services regulation has been unprecedented. The Global Financial Crisis has been a major force behind new regulation intended to address both immediate risks and longer term systemic issues. Most recently, reforms have been aimed at tightening controls on financial services organisations, markets and products. While Australia has fared relatively well compared to the US and Europe, regulatory reform is a priority in Australia, with major reforms proposed for retail banks, funds, brokers, custodians, super trustees and ratings agencies.

MARC1 can assist you and guide you with your compliance and financial regulatory obligations.

Funds & Investment Products

Understanding the different laws surrounding Funds and Fund Management is critical to many transactions, including tax, licensing, securities and reporting requirements.

Funds are also an important part of Australia’s capital markets. MARC1 can assist with the development and management of private investment funds, and have an understanding of the investment criteria corporate investors are looking at when investing.

MARC1 has interaction with the retail wealth management sector, and have worked closely with clients in assessing implications of the proposed Future of Financial Advice reforms, particularly implications for product distribution.

MARC1 has dealt with regulators, assisting our clients to bring innovative products to the market.

We work with the Asia Pacific region, including advising on the marketing and offering of funds to local and foreign investors and establishing local operations and making local investments work.  MARC1 can also assist in the development in Asian funds.

The demand for Australia’s raw resources from countries including China, India and the Middle East looks set to continue, and with it, interest in acquiring and investing in Australian corporate and energy and resources projects.  MARC1 can assist clients with their asset acquisition objectives, including assisting with obtaining advice on Foreign Investment Review Board (FIRB) requirements.

MARC1 can advise clients in a number of industries on considering their investment options into Australia and provide strategic legal advice to clients throughout Asia in collaboration with our relationship partners in Hong Kong, Singapore, USA and China.

MARC1 has established good working relationships with top law firms and local counsel across a wide range of areas internationally and work with international partners in a number of jurisdictions throughout Asia and USA.

Insolvency & Restructuring

MARC1 advises insolvency practitioners and financial services providers, including banks and non-bank lenders, in an extensive range of technical and complex legal issues and litigation claims.  These include workouts, reconstructions, post and pre-lend reviews, voluntary administrations, deed of company arrangements, receiverships, liquidations, preference recovery actions, insolvent trading claims, bankruptcy and Part X arrangements.

MARC1 can implement contract restructuring and recovery strategies in the property and construction industries.

We assist creditors, receivers, scheme trustees, liquidators and administrators in all aspects of insolvency administrations.

Private Clients

Our proactive approach means we are often invited to participate in clients’ decision making at an early stage to ensure decisions are legally sound and commercially viable. In assisting our clients, we advise on any business or personal requirement, from tax, migration, asset protection and restructuring, through to property leasing and estate planning, as well as commercial and private disputes, representing clients’ interests in the appropriate legal forum.

Intellectual Property

MARC1 assists business owners and users to develop, protect and manage their intangible assets, including inventions, brands, business secrets, copyrights, software, franchises, contracts, licences and reputations advising clients through all stages of the commercialisation and economic cycle.

We work with patent attorneys, accountants and other client advisers to provide an integrated IP service for traditional and emerging industries, and innovators.

We assist innovators and start-ups with IP audits, forward-thinking agreements and protective filings.  We also review the strengths and weaknesses in due diligence for acquisitions and investment and help clients protect their business secrets against the risk of theft by employees.

We identify IP of value in insolvencies and when crises arise, provide strategic advice on injunctions, brand and reputation protection, competitors’ actions, departure of key employees, loss of data and other unexpected events.

Property

MARC1 can advise on all forms of real estate activity ranging from the acquisition, planning and due diligence, construction and development, letting and sale of mixed use sites, office buildings, business parks, retail units, shopping centres, government property, hotels and leisure, industrial sites and aged care facilities.  We also advise on resources and infrastructure projects, property financing transactions, public private partnerships and private finance initiatives, joint ventures, outsourcing, real estate investment funds and other innovative co-ownership or real estate tax and real estate finance driven schemes.

We help our clients execute complex and often pioneering transactions that demand deep market knowledge and talent.

Our areas of practice include:

  • Acquisitions and disposals
  • Due Diligence
  • Property development
  • Property finance
  • Retail commercial and industrial leasing
  • Planning and environment
  • Transport oriented development
  • Strata and community title
  • Retirement villages
  • Dispute resolution and litigation.

Corporate Advisory

 

MARC1 offers the following corporate advisory consultancy services:

logo_M  Transaction Services

  • Deal initiation and negotiation
    Acquisition and vendor due diligence
    Corporate Structuring
    Shareholder Agreements

logo_M  Financial

  • Advice on Capital raising
    Private equity
    Project feasibility

logo_M  Asset Acquisition and Start Ups

  • Buy/ sell lead advisory
    Information Memorandum preparation
    Management buy-outs/ buy-ins
    Pre-IPO structuring and preparation

We also provide legal consulting services to clients including transactional advice, contractual drafting and dispute resolution.

As the regulations governing corporate administration and business transactions become more onerous, the management of risk is playing a more prominent role in corporate life.  MARC1 helps businesses to manage these risks, balancing clients’ strategic and transactional interests with legal obligations.

Focus on protecting our clients’ interests

We understand the evolving business world.  Drawing on our corporate experience, we work with clients to protect their businesses, build value and improve the effectiveness of their operations.  Understanding a client’s business and the market or environment in which it operates is critical for providing advice that adds value.

Supporting business strategy and transactions

We work daily with clients, from family owned business through to the largest Australian institutional and international companies, to support their strategic aims.  We provide objective, well-thought out advice that helps to identify opportunities, and ensure that transactions and businesses are structured and positioned for optimum advantage.

We advise on a wide spectrum of business activities: business and deal structures and documentation, due diligence and regulatory compliance, financing and fund raising, mergers, acquisitions and sales, major projects and infrastructure agreements, managed investment schemes, corporations law, intellectual property, trade practices, workplace relations, asset protection and estate planning.

Rules regulating corporate governance are becoming more complex in both the listed and unlisted area.  We regularly advise CEOs, company secretaries, board members and other senior executives on matters concerning the good governance of their enterprises.

Corporate advisory experience includes:

  • Shareholder rights and voting rights advice and investor relations responses;
  • Preparation of joint venture agreements, farm-in agreements, joint operating agreements, royalty agreements, joint off-take agreements;
  • Schemes of arrangement, joint bidder statements;
  • Share purchase agreements, shareholder agreements;
  • Divestment of assets;
  • Due diligence;
  • Section 249D Notice of extraordinary general meeting and board requisitions;
  • Contract review;
  • Policy drafting (environmental, safety, operations and management responsibilities);
  • Memorandums of agreement/ intent/ understanding, heads of agreement, terms sheets;
  • Executive remuneration and engagement agreements; and
  • Advise on capital raising memorandums of agreements, disclosure statements and Information Memorandum presentations.

Once a decision to go public has been made we can assist with your Initial Public Offering (IPO), or Backdoor listing (or reverse takeover) whichever is the most suitable course to take for our clients. Backdoor listings can offer benefits associated with capital structure flexibility, cost, speed to market, escrow provisions and other matters.  In consultation with our MARC1 (Legal) group, MARC1 (Corporate Advisory) can provide clients with advice and assistance in the connection with their backdoor listing including:

  • Advising on capital raising
  • Business Incorporation or Listing on ASX, Singapore or Hong Kong
  • Identifying suitable listed structures for backdoor listings
  • Negotiations regarding pricing and structuring
  • Management of the backdoor process
  • Acting as an observer on the Due Diligence Committee to ensure any significant items of interest to the client which are identified are communicated effectively to the clients’ Board
  • Engagement of Independent experts with the purpose of providing reports for inclusion in the Prospectus (IGR, IAR, IER)
  • Liaising with and co-ordination of ASIC and ASX matters arising as part of the backdoor listing
  • Preparation of and reviewing the prospectus for the capital raising
  • Roadshow and investor presentation management
  • Providing the client with continuing support and advice as is necessary

Company Secretarial

 

Company Secretarial Services

MARC1 prides itself on providing company secretarial and legally experienced practitioners to provide practical commercial solutions and succinct legal advice to clients. MARC1’s services are tailored for our clients’ needs – now and in the future. The right experienced team will be put together to provide routine corporate administration through to sophisticated governance consulting as well as practical legal advice, depending on our clients’ needs from time-to-time.

MARC1 is an Australian Securities and Investment Commission (ASIC) registered agent.

We can provide our services to ASX/NSX listed, public unlisted, proprietary, foreign and not-for-profit entities as well as public sector entities and state owned corporations. We regularly advise Chairmen and Chief Executive Officers and other senior company executives (such as Chief Financial Officers, Company Secretaries and General Counsels and senior Human Resources Managers).

MARC1’s practitioners can:

  • be appointed as an outsourced company secretary (including be appointed to the statutory position of company secretary)
  • be appointed as a part-time company secretary
  • act as a fill-in or contract company secretary (and assist when an unforeseen vacancy within a company secretarial department arises or for a short-term assignment during instances like annual or parental leave)
  • provide ad hoc or ongoing company secretarial support
  • provide independent advice to directors and officers

Regardless of whether our appointment is as statutory company secretary or to provide ad-hoc advice, our company secretarial services traverse many necessary disciplines.

MARC1 provides the following Company Secretarial services:

Corporate Governance

  • All ASIC and Australian Securities Exchange (ASX) filings;
  • Management of board and committee processes, including the preparation of agendas, minutes and records;
  • Maintenance of all statutory registers, including the share register;
  • Monitoring, analysing and reporting of all share trading activity;
  • Liaison with ASX and ASIC, including attending to ASX and ASIC queries;
  • Management of the release process for ASX announcements, including timing and content;
  • Ensuring compliance with all legislation and listing rules and the provision of input and advice on good corporate governance, including conducting probity and compliance audits;
  • Preparation and maintenance of corporate governance policies in accordance with ASX requirements;
  • Management of shareholder relations, communications and queries; and
  • Preparation of annual reports, preparation and conduct of annual and extraordinary general meetings and the conduct of polls.

Annual Reporting/AGM Season Advisory

  • Assisting with the annual reporting requirements
  • Drafting notices of meeting, managing shareholder meetings and producing minutes from those meetings

Shareholder/Corporate Action Advisory

  • Liaising with the share registry on key shareholder matters
  • Drafting documentation for, and project management of, secondary raisings such as rights issues, share purchase plans and other pro-rata entitlement issues

Board of Directors Advisory

  • Advising on periodic/ad-hoc items for board and committee consideration
  • Drafting company secretarial contributions to board and committee papers
  • Attending board and committee meetings and producing minutes and matters arising from those meetings
  • Drafting circular resolutions, subsidiary minutes, authorisations under delegation
  • Directors’ duties advice

HR Advisory

  • Drafting employment/remuneration related policies
  • Draft the remuneration philosophy for inclusion in the statutory remuneration report
  • Drafting employee equity plan documentation (terms and conditions, rules, invitations)

Corporate Administration

Our corporate administration services are performed under legal supervision and include:

  • Local company incorporations and de-registrations
  • Foreign company/branch office registrations and dissolutions
  • Business name, ABN, TFN and GST registration
  • Bank account establishment
  • Attending to annual ASIC returns and regular filings
  • Appointment as registered agent with ASIC
  • Appointment as local agent for foreign registered companies
  • Provision of registered office
  • Drafting directors’ resolutions, for example:
  1. share issues
  2. approval of statutory financial accounts
  3. annual solvency resolution
  4. change of directors or officers
  • Drafting shareholder or member resolutions, for example:
  1. appointment of directors
  2. change of company name
  3. amendment to the constitution
  4. capital reductions
  • Reviewing, updating and maintenance of statutory registers in accordance with the Corporations Act
  • Administering a dedicated members’ registry service for large proprietary/unlisted public companies
  • Reviewing, updating and maintenance of corporate registers, including contracts registers, IP registers, directors’ interests registers etc

Chief Financial Officer Services

Simplify your business

With an increasing focus on corporate governance and complicated regulatory requirements, it’s not that easy to keep it simple. Employing a full-time financial department with specialist knowledge of your organisation’s requirements can be costly; but without expert advice you increase the risk of inefficiency and uninformed decisions. That’s where outsourcing comes in.

Outsourced CFO services

The CFO Solution gives you access to as much or as little financial support as you require, with scalable services tailored to the specific needs of your company. From a part-time bookkeeper to an entire financial and company secretarial department, you can have access to skilled finance professionals as, and when, you need them.

With CFO services including financial reporting, corporate compliance, due diligence, and secretarial systems, we’ve got the tools you need, all for a fraction of the cost of running your own financial department.

Our experienced staff become part of your core business team, providing solid advice to management and ensuring informed decision-making, timely and accurate reporting, and reduced operating costs.

Immigration Solutions

MARC1 works with migration agents who are also qualified and experienced lawyers to facilitate its clients to secure the right visa for their circumstances.

MARC1 can guide applicants through all migration related matters and their visa applications and are able to assist you with your application process and offer you invaluable practical advice in relation to your visa options and your visa application process and your prospects of success in obtaining permanent residency under the general skilled migration stream with the Department of Immigration.

If you don’t meet all the requirements of one visa option, MARC1 can assist you with other visa options, for example applying for an employer sponsored 457 visa or an Australian visa through the employer nomination or family migration schemes.

For further information or to book for a consultation with us today.

 

 

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Team

Simone Selkirk

Simone Selkirk

Director and Principal Consultant View Details
Simone Selkirk

Simone Selkirk

Director and Principal Consultant

Simone Selkirk is a highly experienced corporate and disputes lawyer with over 15+ years experience in the resources, oil and gas and legal industries. Simone is also the founding director of MARC1 Consulting.

Simone has a significant level of experience with executive operations, asset acquisition due diligence and corporate governance administration of many public and private companies. Simone has advised numerous boards on a wide range of corporate transactions and has worked with many companies undertaking capital raising activities and seeking to list on the ASX. She is widely respected and has many strong personal and professional connections in the financial markets both domestically and internationally.

Among her achievements, Simone achieved a commercial resolution for a large energy and resources company, which saw a revaluation of their assets adding nearly $100M to their balance sheet. Simone also successfully resolved an international claim against a corporate group of directors avoiding a liability exposure of over $200M. Her clients have included Woodside, BHP, Beach Energy, Alcan Gove (now Rio Tinto), Kea Petroleum, Eastern Star Gas (now Santos), Galilee Energy, Baru Resources among other large and mid cap resources companies in the conventional and unconventional oil and gas, coal, iron ore and mineral sectors.

Simone has valuably contributed her management and technical expertise in a broad range of corporate matters broadening and strengthening the future growth of many private and publicly listed companies.

Simone has conducted large scale commercial litigation, advising pre-action negotiation and settlement strategy as well as general resources issues, contract review and corporate and commercial matters.

Prior to establishing MARC1 Consulting Simone worked at Olswang in London, at Mallesons and was a senior associate at Piper Alderman.

Simone has multi-jurisdictional and cross-border experience having advised clients on issues across most national jurisdictions and conducted litigation in the Supreme and Federal Courts of Western Australia, New South Wales and Victoria.

Some of her litigation experience includes:

• Acted for RFML – Property and Real Estate Investment Trust in relation to a contractual dispute to the value of $30M+.
• Acted for Eastern Star Gas – settling a billion dollar claim commenced in the US against an Australian energy company.
• Acted for Woodside – advising on international arbitration and dispute with Mauritanian Government in relation to oil and gas agreement terms.
• Acted for Beach Energy – advising on a Royalty Contract interpretation; litigation options and advising on pre-action commercial resolution and contract amendment negotiation strategies.
• Acted for BHP and Alcan Gove (Rio Tinto) – on various mine site injury and fatality investigations, including advising on investigation preparation, crisis response strategy, media and public relations and advising on operator responsibilities, director and officer liability issues and OH&S Legislation.
• Acted for ROC Oil, Beach Energy, Sojitz and Itochu – acting for a four party oil and gas joint venture in relation to a litigious dispute surrounding damages arising from an alleged breach of a letter of intent with a major overseas Floating Production Storage Offtake shipping company;
• Acted for various blue chip construction companies in relation to contractual damages claims arising from construction delays and liquidated damages for breach of supply contracts; and
• ASIC investigation responses, EPA Investigations, Environmental Law.

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