Karen Tompkins – GC Powerlist
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Australia 2022

Transport and infrastructure

Karen Tompkins

General counsel and company secretary | Sydney Airport

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    Australia 2022

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    Karen Tompkins

    General counsel and company secretary | Sydney Airport

    What are the most significant cases and/or transactions that your legal team has recently been involved in?

    The legal and governance team at the Sydney Airport (SYD) has steered the organisation through Australia’s largest corporate M&A transaction in history, a $32bn scheme of arrangement, which kicked off in July 2021 and implemented in March 2022. The Covid-19 pandemic created the ongoing and unprecedented challenges for the aviation industry. SYD was acquired by a consortium of investors associated with AustralianSuper, IFM Australian Infrastructure Fund, QSuper, IFM Global Infrastructure Fund and Global Infrastructure Partners. The scheme of arrangement was implemented in March 2022. It was the largest cash and infrastructure takeover in Australian history, valued at AU$32bn. The scheme was complex, involving a number of regulatory approvals, including the Australian Competition and Consumer Commission, European Union merger controls, and the Foreign Investment Review Board and the approval of the Supreme Court of New South Wales.

    Importantly, the transaction history included several revised offers by the bidders and assessments by the board in determining what was a fair and reasonable outcome for securityholders. Due diligence was conducted over a number of weeks which was followed by complex negotiations. And all of this, while the global pandemic was creating unprecedented legal issues for the aviation industry. The legal team was central to both supporting the transaction and the underlying business operations which required extra-legal and commercial support due to the ongoing and unprecedented challenges.

    How do you feel the pandemic has changed the world of work for in-house counsel and the function of the general counsel?

    It is incredible that the largest transaction that I have been involved in throughout my career was all conducted electronically and remotely, with the parties never meeting face to face. We worked through negotiations, due diligence, board meetings, execution of documents all from home. Legal and governance processes have rapidly adapted to suit the times.

    Looking forward, what technological advancements do you feel will impact the role of in-house legal teams in the future the most?

    The world is moving towards decarbonisation at an incredibly rapid rate and the push towards net zero requires massive technological change and new policy settings by central governments, which will impact the way in which business invests its capital. The commercial arrangements that underpin the implementation of new energy solutions will have few precedents and the risk allocation between the public and private sector, regulators and supply chains will require lawyers to be just as innovative in assessing and allocating risk to the parties that are best able to manage it.

    Karen Tompkins - Australia 2019

    General counsel and company secretary | Sydney Airport

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