Tatts Group may be the winning bidder for the transfer of NSW Lotteries from the NSW Government but it is Gilbert + Tobin who won the role of principal legal adviser to the State and the chance to be a part of a complex and novel transaction involving new legislation to facilitate the transfer to the private sector.
Gilbert + Tobin began advising on this transaction on 11 February 2009 and a focused team, consisting mainly of partners and senior lawyers from various practice groups, had to work together to create bespoke documents – there were no precedents for this type of transaction – and to prepare technical legal advice for the State. “This was a complex transaction and one where there was a significant amount of partner and senior lawyer time because it was legally not straightforward. It involved a lot of considerations of public law as well as private law because of the regulatory regime,” said Bryan Pointon, partner at Gilbert + Tobin (pictured right, with NSW Treasurer Eric Roozendaal).
Lawyers worked closely with the NSW Government to ensure that stakeholder concerns were addressed and dealt with as part of the transfer. “What made [the transaction] interesting was that Gilbert + Tobin in conjunction with the NSW Treasury, the Crown Solicitors’ Office, OLGR and Goldman Sachs JBWere went through a regulatory consultation process to amend the Public Lotteries Act to provide for this new regime,” said Pointon. “It’s a lot more complex and interesting than a sale.”
Gilbert + Tobin was ultimately responsible for drafting the legal contracts which documented the transfer of NSW Lotteries to Tatts Group. “The transaction documents needed to reflect the fact that this not just a private transaction. It also involves acts of the Minister under the Public Lotteries Act and acts of the NSW Treasurer under the [NSW Lotteries (Authorised Transaction) Act]. We are working at the intersection of public and private law,” said Pointon.
Tatts Group made the decision to use in-house counsel, including general counsel Penny Grau and senior corporate solicitor Anne Tucker, rather than external legal counsel for this transaction. “Lotteries are very unique organisations and Tatts and its internal team understand their business incredibly well,” explained Pointon. “It was a natural team to use because they are fully across and understand the issues in relation to lotteries and the regulatory issues in relation to lotteries…I think that that knowledge was beneficial for [Tatts Group].”
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