PrudenceSmith

Of Counsel

Sydney + 61.2.8272.0593

Prudence Smith's practice is focused on competition and regulatory law. Drawing on her many years as an officer within the Australian competition regulator, she is able to help clients achieve favorable outcomes in contentious matters. She advises and represents clients in Australia, New Zealand, Singapore (with locally registered Jones Day lawyers), and throughout the Association of Southeast Asian Nations (ASEAN).

Prudence advises clients on a broad range of competition law issues, including cartel and anticompetitive conduct investigations, authorizations, and notifications. She also regularly advises on significant and complex merger clearances and joint ventures, including many cross-jurisdictional transactions. She has in-depth experience in complex competition and consumer litigation and is regularly sought out by clients that are facing significant and complex private litigation issues involving competition law (such as private actions for anticompetitive conduct, including refusal to deal or misuse of market power) or misleading and deceptive conduct representations. Prudence is also often called on by clients who have received a statutory notice from the Australian Competition and Consumer Commission (ACCC) for the production of evidence or who are the subject of a search warrant.

Prudence is experienced in representing clients before the ACCC, Australian Energy Regulator (AER), Australian Prudential Regulation Authority (APRA), Australian Communications and Media Authority (ACMA), Australian Securities and Investments Commission (ASIC), Office of Drug Control (ODC), Anti-Dumping Commission (ADC), and the Australian Transaction Reports and Analysis Centre (AUSTRAC).

Esperienze

  • OMERS completes US$490 million acquisition of shares in ESR Cayman LimitedJones Day advised OMERS Administration Corporation, the pension plan for Ontario's municipal employees, in connection with its US$490 million acquisition of Equity Shares in Hong Kong listed ESR Cayman Limited ("ESR"), a leading pan-Asia logistics real estate platform, from an affiliate of Warburg Pincus.
  • Universal Weather and Aviation fuel business sold to World Fuel Services for $170 millionJones Day advised Universal Weather and Aviation in the $170 million sale of its fuel business to World Fuel Services, Inc.
  • Bombardier to sell transportation business to Alstom for €6.2 billionJones Day is serving as antitrust and French corporate counsel in the €6.2 billion sale of Bombardier Inc.'s transportation business to Alstom S.A.
  • CBS and Viacom announce $28 billion all-stock-mergerJones Day is serving as antitrust counsel to CBS Corporation in the $28 billion all-stock merger of CBS and Viacom.
  • United Nations University obtains assistance with "Survivor's Package" for survivors of modern slavery and human traffickingJones Day conducted worldwide research for the United Nations University Centre for Policy Research to assist in the development of a "Survivor Package" for survivors of modern slavery and human trafficking.
  • Horizon Global sells Asia-Pacific Business segment to Pacific Equity Partners for AU$340 million (US$233 million)Jones Day advised Horizon Global Corporation (NYSE: HZN), one of the world's leading manufacturers of branded towing, trailering, cargo management, and related accessories, on the AU$340 million (US$233 million) sale of its Australian and Asia-Pacific division to Pacific Equity Partners.
  • PTTEP acquires additional shareholding in APICO LLCJones Day represented PTT Exploration and Production Public Company Limited ("PTTEP"), a publicly listed petroleum exploration and production company based in Thailand, in connection with its subsidiary, PTTEP HK Holding Limited, acquiring an additional 39% stake in APICO LLC from Coastal Energy Company (Khorat) Limited.
  • KPMG Australia acquires Ferrier HodgsonJones Day advised KPMG Australia in its acquisition of Ferrier Hodgson, a leading independent restructuring, turnaround and insolvency firm in Australia.
  • USG acquired by Gebr. Knauf for $7 billionJones Day advised USG Corporation in the acquisition by Gebr. Knauf KG ("Knauf") of all of the outstanding shares of USG in a transaction valued at $7 billion.
  • Wabtec and GE Transportation merge in $11.1 billion transactionJones Day advised Wabtec Corporation in a Reverse Morris Trust merger with GE Transportation, valued at $11.1 billion.
  • Transportation company seeks advice in merger of Siemens and AlstomJones Day assisted a transportation company in relation to the merger of Siemens AG's Mobility Division with Alstom SA.
  • NASDAQ Technology AB acquires Cinnober Financial Technology ABJones Day provided antitrust advice in relation to NASDAQ Technology AB's acquisition of Cinnober Financial Technology AB.
  • Yamaha invests $150 million in Grab Holdings and forms strategic partnershipJones Day advised Yamaha Motor Co., Ltd. in connection with its $150 million investment in Grab Holdings Inc., the Singapore headquartered South East Asia-focused ride sharing, food delivery and payments platform company, and the formation of a strategic partnership between the parties to collaborate in motorcycle ride-hailing service within the Southeast Asian region with a focus on Indonesia.
  • Corporate power buyer negotiates long term power purchase agreement with greenfield wind farm developerJones Day represented a corporate power buyer in negotiating a long term power purchase arrangement with the developer of a greenfields wind farm in Australia. The arrangements included an innovative proxy revenue swap.
  • Lennox International sells refrigeration businesses in Australia, New Zealand, and Asia to Beijer Ref ABJones Day advised Lennox International Inc. in the sale of its refrigeration businesses in Australia, New Zealand, and Asia to Beijer Ref AB.
  • Coronado Coal acquires Curragh coal mine in central Queensland, Australia, from Wesfarmers Limited for A$700 million (US$539 million)Jones Day advised Coronado Coal LLC in the acquisition of the Curragh coal mine in central Queensland, Australia, from Wesfarmers Limited for A$700 million (US$530 million).
  • Australian engineering company defends against claims relating to construction of gas processing facilityJones Day acted for an Australian engineering company in relation to claims arising from the construction of a gas processing facility in central Queensland.
  • Racing Victoria analyzes proposed merger between Tabcorp and Tatts GroupJones Day assisted Racing Victoria Limited ("Racing Victoria") in relation to an Australian Competition and Consumer Commission (“ACCC") investigation of a proposed merger between Tabcorp Holdings Limited and Tatts Group.
  • Victorian Racing Industry intervenes in Australian Competition Tribunal application by Tabcorp for approval of proposed acquisition of Tatts GroupJones Day represented the Victoria Racing Industry, consisting of Racing Victoria Limited, Harness Racing Victoria, and Greyhound Racing Victoria ("VRI") in its intervention before the Australian Competition Tribunal in the application by Tabcorp Holdings Limited for clearance of its proposed acquisition of Tatts Group.
  • AusNet Services Group appeals Australian Energy Regulator's rate case decisionJones Day is representing AusNet Services Group in proceedings before the Federal Court and before the Australian Competition Tribunal appealing the Australian Energy Regulator's 2016 decision setting electricity transmission rates.
  • The following represents experience in significant matters in the public domain acquired prior to joining Jones Day.

    All matters were considered under either the Trade Practices Act 1974 (Cth) or the Competition and Consumer Act 2010 (Cth) as appropriate and all references to sections or parts are contained within these Acts.

    Media and entertainment

    Advised the ACCC in relation to the 2013 acquisition of shares in Consolidated Media Holdings by Seven Group Holdings. The acquisition was opposed by the ACCC and was considered in the context of free to air television.

    Advised the ACCC in relation to the 2012 acquisition of Austar by Foxtel. The acquisition was allowed to proceed following the acceptance of section 87B undertakings. The areas for consideration in this transaction were in relation to cable television, acquiring content, broadband, and voice telephone products.

    Advised the ACCC in relation to the 2011 proposed joint venture between Universal Studios International and Sony Pictures Home Entertainment in relation to the distribution of home entertainment product such as DVDs.

    Transport. logistics, and infrastructure

    Advised the ACCC in relation to the International Air Cargo Cartel litigation before the Federal Court of Australia. In Australia, the ACCC pursued 15 local, European, and Asian based airlines for price fixing in the Australian air cargo market. The Federal Court ordered total penalties in Australia of almost $100 million from 13 airlines. A judgment against two other airlines is outstanding.

    Advised the ACCC in relation to the 2011 application by Qantas Airways and American Airlines for authorization of a Joint Business Agreement.

    Advised the ACCC in relation to the 2010 application for authorisation by Virgin Blue and Air New Zealand of an alliance in relation to passenger services between Australia and New Zealand. The authorization was granted subject to conditions.

    Advised the ACCC in relation to the 2009 application for authorisation in relation to a joint venture between Virgin Blue, Delta, and other related airlines on trans-Pacific routes.

    Technology

    Advised the ACCC in relation to the 2011 application by NBN Co Limited (NBN Co) for authorization for particular provisions of an agreement between itself and SingTel Optus Pty Ltd and other Optus entities (Optus) to migrate Optus' hybrid fiber coaxial cable (HFC) subscribers to the national broadband network (NBN).

    Manufacturing

    Advised the ACCC in relation to a 2007 proposed joint venture between Onesteel and Smorgon Steel for the joint production of pipe and rectangular hollow section.

    Advised the ACCC in relation to the 2007 acquisition of Smorgon Steel Group Limited by OneSteel Limited. The acquisition was allowed to proceed following the ACCC’s acceptance of section 87B undertakings. This matter considered competition in respect of certain manufactured steel products, scrap metal processing, and the supply of steel product to grinding media manufacturers and mining companies.

    Retail

    Advised the ACCC in relation to its 2012/3 investigation under Part IV of shopper docket petrol discount practices of both Woolworths and Coles.

    Advised the ACCC in relation to the 2010 proposal to acquire Interfrank (Franklins) by Metcash. The matter was opposed by the ACCC. Upon the advice by Metcash that it intended to proceed with the proposed acquisition, the ACCC filed the matter in the Federal Court – ACCC v Metcash Trading Limited [2011] FCA 967. The matter was also heard by the Full Federal Court in 2011 ACCC v Metcash Trading Limited (2011) FCR 297.

    Advised the ACCC in relation to the revocation of an exclusive dealing notification by Nestle Australia Limited and the application by Nestle for review of the ACCC’s decision to the Australian Competition Tribunal in relation to Nescafe coffee imported and sold by Aldi in its supermarkets.

    Consumer products

    Advised the ACCC in relation to the 2009 proposed merger of Vodafone and Hutchison 3G in certain retail and wholesale telephony markets.

    Advised the ACCC in relation to the 2006 proposed acquisition of Wattyl by Barloworld. The proposed acquisition was opposed by the ACCC and abandoned by the parties.

    Health care

    Advised the ACCC in relation to the 2013 proposed acquisition of Sigma Pharmaceuticals by Aspen Pharmacare. The acquisition was allowed to proceed following the ACCC’s acceptance of section 87B undertakings. The areas of assessment in this matter included the provision of certain pharmaceutical products.

    Advised the ACCC in relation to the 2012 proposed acquisition of certain pathology businesses of Healthscope Limited by Sonic Healthcare. The acquisition was allowed to proceed following the ACCC’s acceptance of section 87B undertakings. The areas of assessment in this matter included the provision of pathology services in various geographic markets.

    Advised the ACCC in relation to the 2010 application for authorization by the Generic Medicines Industry Association of their code of practice. Authorization was granted on the basis of conditions.

    Advised the ACCC in relation to the 2004 proposal to acquire DCA’s radiology business by MIA. The ACCC accepted both structural and behavioral undertakings before permitting the proposal to proceed. The areas of assessment focused on various radiology or imaging services in Adelaide and areas in the Barossa.

    Advised the ACCC in relation to the 2003 acquisition of NRMA Health by MBF. The area of assessment was in respect of private health insurance.

    Safety compliance

    Advised in respect of a failure to comply with a mandatory safety standard in relation to child car safety restraints, and oversaw ministerial recall.

    Advised and conducted litigation before the Federal Court (ACCC v MHG Plastics Industries Pty Limited [1999] FCA 788) and Full Federal Court (MHG Plastic Industries Pty Limited v ACCC [2000] FCA 1069) in 1999 in respect of a failure to comply with a mandatory safety code in relation to motorcycle helmets by MHG Australia.

    Mining

    Advised the ACCC in relation to the 2010 proposed joint venture between Rio Tinto by BHP Billiton. The matter did not proceed and was considered in the context of various forms of iron ore including lump and fines.

    Advised the ACCC in relation to the 2008 proposed acquisition of Rio Tinto by BHP Billiton. The matter did not proceed and was considered in the context of various forms of iron ore including lump and fines.

    Seminari e convegni

    • March 4, 2020
      Brisbane General Counsel Seminar: Common interest privilege and privilege update
    • March 12, 2019
      Brisbane General Counsel Seminar: Ethics - When good lawyers go bad.
    • August 24, 2018
      UNSW Seminar - Regulation, Litigation and Enforcement (ACCC - Individuals and Enforcement Issues)
    • March 13, 2018
      Brisbane General Counsel Seminar: Emerging issues for corporate counsel and Joint Ventures; Topical and Current Issues
    • March 16-17, 2017
      Brisbane General Counsel Seminar: Issues in Competition and Consumer Law – Unfair Contracts regime, the ACCC’s focus in 2017 and common competition slip ups including with notices
    • March 15, 2017
      Impacts of antitrust laws throughout ASEAN to its operations
    • September 22, 2016
      Regulation, Litigation and Enforcement - Individuals and enforcement issues
    • April, 6 2016
      Simplifying Expert Evidence to Achieve Better Results
    • May 6, 2015
      Georgetown University's Government Affairs Institute: Economics Institute for Competition Enforcement Officials
    • April 28, 2015
      Individuals and Competition Law in Australia, Japan and the United States
    • August 4, 2014
      Opportunities & Risks: Competition Law Developments in the Asia-Pacific
    • July 22, 2014
      ACCC Statutory Notices: Strategies and Tips
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