Insights
Notes on the private capital markets.
Institutional writing on capital raising, corporate advisory, fund establishment and the trustee role. General information for directors, counterparties and wholesale investors, not financial product advice.
AML/CTF compliance14 July 2026
AML and CTF compliance for investment managers, from enrolment to reporting.
The AML/CTF Act 2006 (Cth) draws its own perimeter around fund management, built on the services a manager provides rather than the label on its licence, and that perimeter carries a full compliance architecture once triggered.
Fund wind-down7 July 2026
Winding down a fund, properly.
A fund's ending is governed by the same duties and needs the same discipline as every decision that came before it, from the trigger that starts a wind-down to the record that outlives the vehicle.
Investor reporting30 June 2026
Investor reporting in private funds: what is owed, and when.
Reporting is the mechanism that keeps wholesale investors trusting a private fund between capital calls, and the Corporations Act compels far less of it than good practice actually delivers.
Valuation23 June 2026
Valuation in a private transaction.
A valuation is not a fact waiting to be calculated. It is a range produced by judgement, and the number that gets agreed is settled in negotiation, not in a spreadsheet.
Introducer arrangements16 June 2026
Introducing investors, finders' fees and when you need an AFSL.
Arranging for someone to acquire a financial product is dealing, so an introducer needs a licence, an appointment as a representative of one, or an exemption whose conditions are narrower than most raises assume.
Private credit9 June 2026
Private credit in Australia, for borrowers and investors
Private credit has become a standing feature of the Australian mid-market, and both borrowers and investors need to understand its mechanics before they engage.
Small scale offerings2 June 2026
What the 20 investor and $2 million rule actually counts.
Section 708(1) lets a company raise up to $2 million from no more than 20 people in any 12 months without a disclosure document, and both counts run on a rolling window that does not reset when a round closes.
Diligence26 May 2026
Buy-side due diligence, done properly.
Diligence is not a box to tick before completion. It is the process by which a buyer decides whether the deal in front of them is the deal they thought it was.
Security packages19 May 2026
The security package behind a private credit position.
A private credit facility is only as strong as the security package sitting underneath it, and how that package ranks, extends and enforces is a question worth answering before a loan settles, not after a borrower stops paying.
Licensing scope12 May 2026
What an AFSL covers, and why the licence holder matters
An Australian Financial Services Licence authorises specific conduct for specific clients, and knowing what it actually covers is basic diligence for anyone relying on the person who holds it.
Debenture trustees5 May 2026
The debenture trustee requirement, and the offers that trigger it.
An instrument is a debenture because of the repayment undertaking it carries, and once an offer of debentures needs disclosure under Chapter 6D, a complying trust deed and an eligible trustee must exist before the offer is made.
Trustee services28 April 2026
The role of a corporate trustee in fund structures
A corporate trustee holds trust property for beneficiaries under duties fixed by the deed and the general law, and its value rests on independence and process rather than the mechanics alone.
Completion mechanics21 April 2026
Escrow, holdbacks and the mechanics of completion.
The price agreed at signing only becomes value received if the mechanics of completion (the escrow, the deliverables, the retention and the funds flow) are engineered well before anyone sits down to settle.
Fund structuring14 April 2026
Fund structures: choosing a unit trust or company
The vehicle chosen for a fund decides its tax treatment, its governance and the rights investors actually hold, well before the first dollar is raised.
Fund liquidity7 April 2026
Redemption gates and suspension in a wholesale fund.
In an unregistered wholesale trust the redemption right exists only because the deed created it, so the notice period, the pricing date, the gate and the suspension power all have to be drafted before the window that tests them.
Deal documentation31 March 2026
An information memorandum that stands up to diligence
The document that gets a transaction to term sheet is the one built to survive the diligence team that reads it, not the one built to impress the principal who commissions it.
Term sheet discipline24 March 2026
What a term sheet settles before the documentation begins.
A term sheet is where a private transaction's hard points get resolved once, cheaply, so the documentation stage is drafting rather than renegotiation.
Sell-side M&A17 March 2026
The sell-side advisory process, from mandate to close
A sell-side mandate succeeds or fails on process discipline rather than headline price, and every stage from the mandate letter to the closing memorandum exists to protect that outcome.
Trustee succession10 March 2026
Changing the trustee of a unit trust, and what has to move with it.
The power to replace the trustee of a unit trust and the power to amend its deed both sit inside the deed itself, and whether each is validly exercised decides the tax outcome and where title to every asset sits.
Wholesale raising3 March 2026
Capital raising for a private company, step by step
How the exemption a private company chooses, the term sheet it negotiates and the instrument it issues determine whether a wholesale raise actually reaches completion.
Asset holding24 February 2026
Who actually holds the assets in an Australian fund.
Legal title to a fund's assets rarely sits with the investors who paid for them, and the chain of holding arrangements in between decides what investors actually own when the structure is tested.
Managed schemes17 February 2026
What a Responsible Entity Actually Does in a Registered Scheme
The entity that operates a registered scheme holds legal title to its assets and carries a fiduciary duty to put members first, a role the Corporations Act treats as far more than administration.
Side letters10 February 2026
Side letters in Australian private funds, and what the deed will not allow.
A side letter is a contract between the trustee and one investor, and it cannot rewrite the deed, so the set of terms it can safely carry is narrower than most negotiations assume.
Managed schemes3 February 2026
Establishing a managed investment scheme, plainly.
How Chapter 5C registration, the responsible entity's licence, and the constitution and compliance plan combine to hold a managed investment scheme together.
Related parties27 January 2026
Related party transactions, the sharpest test a fund faces.
A fund can deal with its manager, its sponsor and their associates lawfully, but only where the conflict is named, the terms are evidenced and the decision is documented before investors have to ask.
Investor classification20 January 2026
Wholesale, retail and the line that decides a raise.
The Corporations Act sorts investors into two categories, and the category, not the size of the cheque, decides what disclosure a capital raising must carry.
Default and enforcement13 January 2026
Enforcing security when a borrower defaults.
When a borrower stops paying, the first decisions a lender makes are about preserving rights that cannot be recovered once they are lost, and the enforcement path narrows sharply the moment an administrator is appointed.