b'Innovating corporate structuresSome business transactions require a highly innovativeWe were very aware that with this deal we were shaping approach. When London-based RTZ Corporation (now knownthe face of corporate Australia, recalls former Allen Allen & as Rio Tinto plc) approached Allen Allen & Hemsley in 1995Hemsley partner Larry Magid. An organisation of such scale to assist with its plans to create the worlds largest miningand strength had never before been established and it was company, the firm knew a unique solution was needed.exciting to play our part. At the time we never thought we would work on a project of that size again, but five years RTZ was looking to merge with CRA, the Australian mininglater along came BHP.company that had evolved from the Zinc Corporation (one of Arthur Robinsons first clients). It was decided the bestIn 2001 Allen Allen & Hemsley was approached by mining approach was to create a dual listed companies (DLC) structuregiant BHP to advise on a similar merger with UK/Southa novel corporate structure in Australia at the time. Under thisAfrican mining company Billiton plc. At the time the arrangement, the two companies would retain their individual$58 billion deal was the largest merger in Australian identities and stock exchange listings (with separate assets corporate history. It was a time-critical, highly complex and shareholder registries) while shareholders would benefitand document-intensive transaction using the dual listed from the combined earnings as in a conventional merger.structure, which had the added benefit of preserving the national identity and history of BHP.Allen Allen & Hemsley advised RTZ on the $27 billion merger with Kevin McCann leading the team. Ian Renard,Don Argus was chairman of BHP at the time, as well as Bob Santamaria and Jon Webster from Arthur Robinson &chairman of Brambles, an Australian transport and logistics Hedderwicks represented its longstanding client CRA.business keen to undertake a similar arrangement with the support services arm of British engineering giant GKN. The That merger was easily the most difficult, technical transactionfirms team, led by Peter Cameron, worked with Argus on I have ever done, says former Arthur Robinson & Hedderwicksboth deals and, in 2006, acted again for Brambles when its partner Bob Santamaria. It was quite unprecedented. ThereDLC structure was unified under a single holding company. had been some dual listed company mergers in other countries,In the space of six years the two firms had successfully but never with this level of complexity. established Australias first three DLCs.206'