RESUME – STEPHEN FRANKS
Home: Wellington, New Zealand Qualifications: BA LLB (Hons) (VUW); Diploma in Accounting (VUW) Admitted to the Bar 1975
- 2005 – July 2009 Consultant, Chapman Tripp.
- 1979 – 1999 Chapman Tripp, partner from 1981, including 2 terms as chair of firm’s Board.
CURRENT DIRECTORSHIPS AND NON-COMMERCIAL APPOINTMENTS
Director – Electronic Transaction Services Ltd (processes 75% of New Zealand’s electronic card transactions).
- 2006-2008 Chairperson – Airwork Holdings Ltd (helicopters, engineering, flight operations).
- 1993-1999 Director of Wrightson Limited a public listed company.
- 1987 An inaugural director of State owned Coal Corporation of New Zealand Limited (now Solid Energy Ltd) and previously on its Establishment Board (for corporatisation of the former State trading Department).
- 1986 – 1989 Several listed company directorships including Turoa Skifields Ltd.
1999 – 2005 MP and Deputy Chair of the Justice and Electoral Select Committee. ACT Party spokesman on Justice, Commerce, and Treaty issues.
PREVIOUS PUBLIC AND NON-COMMERCIAL APPOINTMENTS
- 1997 – 1999 Securities Commission member.
- 1997 – 2009 Member of Management Board – Samuel Marsden School.
- 1997-99 Council member of Institute of Directors in New Zealand (Inc).
- 1990 – 1996 Board of Hataitai Primary School.
- 1994-1995 Deputy Chairman of the New Zealand Stock Exchange’s Market Surveillance Panel (and a member from its inception in 1989).
- 1989-93 a member of the New Zealand Law Society’s Commercial and Business Law Committee (Convenor 1989-1991).
- 1980 – 1983 Lieutenant (Artillery) Territorials.
- 1978 – 1979 Investigating Officer in the Office of the Ombudsmen.
1973 – 76 Early general practice in a medium sized firm (Martin Evans-Scott & Hurley) included criminal, transport licensing, and divorce appearances, conveyancing and general advisory work (including opinion writing for the principal lawyer for local government). 1976-77 Overseas travel and a typical variety of casual jobs, including 5 months running what would now be called a “back-packers”, and 3 months paid deckhand on a Baltic sail-boat. 1977 – 1979 Investigating officer, Office of the Ombudsmen.
CHAPMAN TRIPP PRACTICE
1979-99 Initially specialised in esoteric domestic financing documentation (debenture trust deeds, origination (for BNZ) of the standard documentation for tendered bank bill and one name paper facilities) moved to stock exchange flotations and other securities market work, then mergers and takeovers. In the late 1980’s and early 1990’s Stephen had a range of state sector reform assignments in New Zealand, then outside New Zealand on World Bank contracts.
- 2009: Member of Ministerial Expert Advisory Group on electricity governance matters.
- 2007: Advising Wairarapa Building Society on proposed non-bank deposit taking regulations, and constitutional matters.
- 2006: Advising Infratil on responses to the Air New Zealand/Qantas code share proposal.
- 2006: Advising the New Zealand Rugby League on their constitution and governance issues.
- 1998-99: Principal external counsel to the New Zealand Dairy Board on its proposed privatisation (now Fonterra).
- 1998-99: Advising Ministry of Commerce on prudential supervision regime for privatisation of ACC.
- 1998: Advising Ministry of Commerce and assisting in drafting Electricity Industry Reform Act (legal separation of lines, generation and retail businesses).
- 1998: Contact legal adviser to Treasury in scoping sale of Auckland International Airport.
- 1997: Acting for promoters New Zealand Stock Exchange listed Deutsche Bank Equity warrants, and Ozzy and NZSE Mid Cap index funds.
- 1996: Acted for the New Zealand Stock Exchange in the development and launch of the TeNZ index investment product.
- 1996: Advised the Trust Bank Community Trusts on the sale of their controlling shareholding in Trust Bank to Westpac.
- 1992-94: Oversaw the legal structuring of the Blood Transfusion Services for the Ministry of Health.
- 1991: Advised Telecom New Zealand during its privatisation and initial international public offering.
- Adviser to the Investment Savings and Insurance Association (and its predecessors) on securities law matters.
- Advised Westpac on the demutualisation and purchase of several Building Societies.
- 1993: Managed the combined CHE Maternity Legal Project which assessed the legal liabilities and accountabilities of maternity units, their employees, and people with access agreements.
- 1993: Led the Chapman Tripp team which reported along with Ernst & Young, to the Crown Health Enterprises Chairpersons’ consultative committee on CHE’s risks and risk management strategies.
- 1992-93: Conducted a legal review for the Transpower Establishment board of likely board and voting dynamics under alternative constitutional structures for a privatised Transpower (operator of New Zealand’s national transmission grid).
- 1992-93: Advisor to New Zealand Ministry of Commerce on legal risks, procedures and administrative law criteria affecting establishment of electricity distribution companies to replace elected electricity supply authorities.
- 1991: one of four private sector representatives on a Ministerial Group to advise on Government’s securities law reform programme.
- 1989-1991: Drafted new Stock Exchange Listing Rules to reflect international practices.
- 1991: Presented the New Zealand Law Society submissions to Parliament on the Companies Act 1993.
- 1991: At the invitation of Sir Roger Douglas, presented papers on legal aspects of corporatisation and privatisation to World Bank seminars in Washington.
- 1991: Co-authored a report commissioned by the World Bank on the New Zealand divestiture experience (subsequently authored an article summarising it for the Columbia Journal of World Business). Stephen is a frequent public speaker and writer on legal topics.
Manuka honey business and farming (2,000ha forest, scrub and grazing block South East Wairarapa), skiing, mountain biking, deer stalking, watching his childrens’ sport.
RESUME – ROB OGILVIE
Home: Wellington, New Zealand
Married to Lucy, with 2 children Kate and Calum
2009 – present Principal, Franks & Ogilvie.
2003 – 2008 General Counsel, Telecom New Zealand.
1996 – 2003 Senior Counsel, Telecom New Zealand.
1995 – 1996 Senior Counsel, Hesketh Henry.
1989 – 1993 Solicitor, Chapman Tripp.
1985 – 1989 Law Clerk and Solicitor, Scott Morrison Dunphy Co.
QUALIFICATIONS AND PRIZES
2002 Advanced Negotiation Workshop, Harvard Law School, USA.
1987 Admission as a Barrister and Solicitor, Wellington, NZ.
1986 LLB, Victoria University of Wellington, NZ.
1984 – 1985 Several prizes for first in law subjects, VUW.
1982 French Language Intensive Course, Alliance Francaise, Paris.
1981 BA (Hons) Philosophy & History, University of Western Australia.
- Experience and acumen in all areas of commercial law.
- Highly skilled and experienced negotiator.
- Knows how company decisions are made, and how to deliver effective and practical advice.
- Strategic approach to commercial and regulatory issues and disputes.
- Respected for objectivity and integrity.
- Practical multidisciplinary approach to problem solving.
GENERAL COMMERCIAL PRACTICE
1985 – 1989 Early general practice in a medium sized firm (Scott Morrison Dunphy & Co, Wellington), including: conveyancing, lending, mortgages, debentures and chattel mortgages, receiverships and liquidations, insurance, priority disputes, commercial leases, mergers & acquisitions, all of National Mutual’s mortgagee sales throughout New Zealand, financial derivatives including swaps and options, major project work – NZ Synfuels, group restructuring; criminal law, family law.
1989 – 1993, Chapman Tripp, Staff Solicitor. A wide range of company and commercial law experience, including: securities, listed companies, prospectuses, floats, joint ventures, mergers & acquisitions, privatisation of Government entities, forming unit trusts, banking law, restructuring superannuation funds, general superannuation advice, mutuals, finance company acquisitions, banking, standard forms.
1995 – 1996, Hesketh Henry, Senior Staff Solicitor. General company and commercial law including: group restructuring, mergers & acquisitions, insurance, import licensing and disputes, franchising and manufacturing, consumer law, international licensing of intellectual property, banking, standard forms and negotiable instruments.
1996 – 2008 Telecom New Zealand. After initially advising Telecom Group Finance, Rob became senior legal advisor to the Network side of the business, including infrastructure, operations, international, wholesale and interconnection, a focus which he maintained throughout his work for Telecom. In 2003 Rob became the Telecom Group’s in-house senior barrister, advising on legal issues with a Group wide impact. In 2005 Rob was appointed General Counsel, advising on significant commercial arrangements for Telecom, and in 2006 was given responsibility for the provision of legal services to approximately half of the Telecom New Zealand operations. In this role Rob lead 12 lawyers and support staff, and multi disciplinary teams across the organisation on a wide range of matters. His work for Telecom included:
- In 2007 and 2008 leading Telecom’s make or break separation negotiations with the New Zealand Government, Ministry of Economic Development and Commerce Commission, including the execution of binding Regulatory Undertakings separating Telecom into operating divisions.
- Planning and implementing lengthy campaigns including: EDS’ IS/IT enterprise outsourcing arrangements, Vodafone and TelstraClear’s interconnection, and with Samoa-Tel and the Government of Western Samoa to resolve licensing and interconnection matters.
- Leading numerous complex negotiations with major suppliers, wholesale customers, large retail customers and regulatory authorities, in many cases involving litigation or dispute resolution, in New Zealand and Australia.
- Resolving complex legal and regulatory issues for Telecom International’s pacific island operations.
- Advising on the $300m CDMA mobile network build and support agreements with Lucent Technologies and numerous other network and infrastructure issues.
- Litigation, settlement and comprehensive new suites of interconnection, wholesale and network sharing agreements with many Wholesale customers.
- IT, IS, outsourcing and directories agreements and advice.
- The 0867 interconnection arrangements, later successfully defended from proceedings brought by the Commerce Commission alleging it breached the Commerce Act.
- Negotiation of the co-operative telecommunications numbering deed with the Ministry of Economic Development and other carriers.
- Investigation and cancellation of $1b mobile build contract in Australia.
- Innovative international contracts and trading arrangements for Telecom International.
- Legal support for overseas subsidiaries in Australia, United Kingdom, United States and Japan.
- Network sharing arrangement with the Government owned BCL.
- Deal with the Victorian Government in Australia to supply broadband to 1000+ schools.
- Daily interactions in publicly controversial and litigious relationships with several Wholesale customers.
- Last resort management of retail customer complaints.
- $1b share buy-back and related capital markets funding (the first on-market share buy-back in New Zealand).
- General legal advice to Telecom Group Finance in 1996/1997.
Family activities, spear fishing, tramping, reading, military history and childrens’ sport.