Who we are
Nicholson Ryan Lawyers is a specialist boutique corporate law firm based in Melbourne. We service mid-market enterprises (ASX-listed and family owned), entrepreneurial businesses and high-net worth individuals in our core areas of expertise: corporate transactions, financial services and disputes.
Our philosophy is to partner with our clients to understand their commercial objectives and deliver exceptional results, underpinned by a flexible and tailored legal service. We aim to develop long-standing relationships with all of our clients and to provide them with strategic counsel, helping them to navigate complex legal and commercial opportunities and challenges.
We work in streamlined, focused teams that are director-led and our people are highly capable, committed and invested in our clients’ success. We share a collective vision to be a specialist, contemporary firm that drives optimal outcomes for our clients in a cost-effective manner.
What we do
We offer legal support and guidance to a diverse clientele, comprising mid-market enterprises (ASX-listed and privately owned), entrepreneurial businesses, start-ups, high-net-worth individuals and family groups. We do not aim to be all things for all people. Instead, we strive for pre-eminence in our core areas of expertise: corporate transactions, financial services and disputes. To find out more about our broader service offering, click the button below.
Recent Transactions
To explore more of our transactions.
Advising Midway Limited (Midway) on a Supply and Management Agreement with Rio Tinto. Under this agreement, Midway will develop and manage pongamia tree plantation sites across the Burdekin Shire region in Northern Queensland, on land owned by Rio Tinto.
Nicholson Ryan Lawyers (NRL) is pleased to have advised Excelsior Capital Limited (ECL) on the successful sale to IPD Group Limited (IPD) of 100% of the issued share capital in its electrical and components manufacturing and distribution division, CMI Operations Pty Ltd (CMI)
Advising Proptech Group Limited on the take private of Proptech Group Limited by the US-based MRI Software LLC for an equity value of $93.4 million by scheme of arrangement.
Advising AMA Group Limited on the acquisition of the Capital S.M.A.R.T Group from the Suncorp Group for a deal value of $420 million.
Advising Praemium Limited on its successful cash and scrip takeover bid for Powerwrap Limited, for a deal value of $70 million, in addition to its $15 million acquisition finance facility with HSBC.
Advising Shandong Ruyi Group on the divestment of its 49% interest in ‘Cubbie Station’ and associated properties to, and subsequent joint venture with, the Macquarie Infrastructure and Real Assets (MIRA) agricultural fund.
Advising AMA Group Limited in relation to the sale of its automotive component and accessories division to GUD Holdings Ltd for an enterprise value of circa $70 million.
Advising Solvar Limited on the divestment of its small-amount credit contract (SACC) lending business by way of management buy-out for an aggregate deal value of $46 million.
Advising the principals in relation to the sale of the business to GenusPlus Group Limited for upfront consideration of $22 million and contingent earn-out payments equivalent to circa $20 million.
Advising Praemium Limited on the sale of its UK, Jersey, Hong Kong and Dubai operations to Morningstar LLC for consideration of £35 million, subject to completion adjustments.
Advising the shareholders in relation to the sale of the company for an undisclosed sum to Playvox (a portfolio company of the US based growth capital firm, Five Elms Capital).
Dedicated team for Our Clients
Managing Principal
Profile
Leath Nicholson graduated with a Bachelor of Economics (Honours), and Bachelor of Laws (Honours) and Master of Laws (Commercial Law) from Monash University. He was admitted to practice in Victoria in 1997 and since then has practised extensively in corporate and commercial law and dispute resolution.
Background
Leath was a solicitor at Barker Gosling from 1997 to 2001. From 2001 to 2007 he was a Partner in the Corporate and Commercial Division at TressCox Lawyers, a national law firm. In 2007 and 2008 he worked briefly in the corporate sector. He co-founded the firm now known as Nicholson Ryan in 2008.
Experience
Leath has acted for a range of clients, including private companies, ASX listed public companies and government agencies.
Primary Areas of Practice
- Corporations Law
- Financial Services
- Sales of Companies & Businesses
- Mergers & Acquisitions
- Intellectual Property
- Information Technology
- Insolvency & Corporate Reconstructions
- Commercial Disputes
Professional Membership
- Law Institute of Victoria
Education
- LLB/BCom (Hons) and LLM. (Commercial)
Partner, Financial Services
Profile
Shannon has extensive experience in all aspects of corporate and commercial law with particular depth in Corporations Act matters relating to corporate governance, capital raisings and mergers and acquisitions as well as ASX matters.
Shannon has also practised extensively in the Australian financial services sector and provides detailed advice and guidance on ASIC licensing requirements and managed investment schemes.
Shannon’s practice areas are highly regulated with detailed regulations and rules, which are constantly changing and require constant vigilance and communication with her clients.
Background
Shannon was a partner at Tress Cox before co-founding the firm now known as Nicholson Ryan in 2008.
Areas of Law
Whilst experienced across a range of commercial law matters, the areas of expertise that Shannon focuses on are:
- Corporations Act
- ASX listing rules
- Capital raising (public and private)
- Mergers and Acquisitions
- Financial services and managed investment schemes
- Joint ventures
- Bitcoin transactions
- Cryptocurrencies
- Cryptocurrency exchanges
- Crowdfunding
- Crowdfunding AFSL licenses
Partner, Corporate Advisory / M&A
Profile
Lee is a highly experienced corporate and commercial lawyer. He has a passion for creating positive outcomes for his clients in a no-nonsense and down-to-earth way.
Background
Lee was admitted to practice in 1996 with a Bachelor of Laws (Monash) and, subsequently, a Master of Laws from the University of Melbourne. He has over 22 years’ experience in corporate and commercial law gained with international, national and boutique law firms including 12 months as in-house counsel at ExxonMobil and 2 years as a Partner with Middletons (now K&L Gates LLP)
Experience and Expertise
Lee’s practice involves transactional work as well as corporate, commercial and governance advice for a variety of public and private businesses – including a number of clients in the digital media, technology, financial services and property sectors.
He has particular expertise in relation to the legal and regulatory issues relevant to ASX-listed entities
Primary Areas of Practice
- Mergers and Acquisitions (private treaty, regulated public company) takeovers and schemes of arrangement;
- ASX Listings (IPOs, reverse takeovers, recapitalisations, due diligence and transaction documents)
- Capital Raisings (seed raisings, private placements, entitlement issues, convertible securities)
- Regulatory Compliance (Notices of Meeting, Corporations Act and Listing Rules advice)
- Company Secretarial services
- Joint Ventures, Strategic Alliances and Partnerships;
- Shareholder Agreements
Professional Membership
- Law Institute of Victoria
Education
- BA/LLB
- LLM
Partner, Corporate Advisory / M&A
Profile
Andrew is a senior commercial lawyer with degrees in both law and science (majoring in earth science). After initially working as a geologist, Andrew qualified as a lawyer and gained over 29 years’ of experience in mergers and acquisitions and advisory matters while acting for a wide range of industry clients, including exploration and mining companies, rolling stock manufacturers and maintenance providers and major landlords.
Background
Andrew is a graduate of Monash University (B.Sc (Hons), LLB). Andrew was admitted to practice in the Supreme Court of Victoria in April 1989.
Andrew has practised exclusively as a commercial transactional/advisory lawyer since commencing practice.
Experience and Expertise
After admission to practise, Andrew gained significant exposure to major mergers and acquisitions matters involving the disposal of various large-scale manufacturing businesses. With a background in earth science, Andrew soon focused on exploration and mining mergers and acquisitions matters and developed a practice acting for listed public mining companies involved in projects across Australia and in South Africa. Andrew has acted for high net worth individuals, some of the country’s largest privately held mining companies and listed public companies. Andrew’s expertise includes the preparation and negotiation of complex commercial transaction documents relating to major projects.
Primary Areas of Practice
- Mergers and Acquisitions
- Corporations Act and ASX Listing Rules advice, including IPO’s, rights issues and compliance advice
- Competition and Consumer Act advice
- Franchising Code of Conduct advice
- Retail and commercial leasing advice
Professional Membership
- Law Institute of Victoria
Education
- Bachelor of Laws – 1989
- Bachelor of Science – Honours (Earth Science) – 1983
Partner, Dispute Resolution
Profile
James is a commercial litigator with a distinctive combination of barrister and solicitor experience, who advises clients on complex commercial disputes and regulatory matters across Federal, Victorian, and interstate courts. Known for his analytical rigour and strategic focus, he delivers pragmatic, commercially driven solutions that align legal outcomes with client objectives.
Background and Experience
James brings a unique perspective to commercial litigation, drawing on his background as both an independent barrister and a senior associate at leading law firms, complemented by pre-legal experience in corporate advisory.
At the Victorian Bar, James developed an independent practice spanning equity and trusts, contractual disputes, building and construction, insolvency, directors’ duties, consumer law, and financial services litigation, while also representing clients in regulatory proceedings. Prior to the Bar, he practised in the commercial litigation teams at Herbert Smith Freehills and Mills Oakley, where he was involved in high-value commercial disputes, regulatory investigations, and class actions. He also gained specialist experience at Galbally & O’Bryan defending clients charged with Corporations Act offences.
Before entering legal practice, James worked as a corporate advisor in Sydney and in international markets, specialising in mergers and acquisitions and capital raisings. James’ transactional background informs his practical understanding of commercial drivers and stakeholder priorities in complex disputes.
Primary Areas of Practice
- Corporations law
- Financial services law
- Regulatory investigations and enforcement
- Consumer law
- Shareholder disputes
- Equity, trusts and fiduciary duties
- Contractual disputes
Professional Memberships
- Law Institute of Victoria
Education
- LLB (Hons 1)
- MA
- BCL (Distinction) (Oxon)
Senior Associate, Corporate Advisory / Financial Services
Profile
Adrian is a Senior Associate within Nicholson Ryan’s Commercial & Corporate Advisory / Financial Services team. He is passionate about providing strategic and pragmatic advice to his clients to assist them in achieving their desired outcomes.
Background
Adrian graduated from Deakin University in 2018 with a Bachelor of Laws and a Bachelor of Arts and was admitted to practice in early 2019. He joined Nicholson Ryan Lawyers in 2023 as a commercial lawyer and has since gained considerable experience working across a wide range of commercial matters with clients in various industries.
Experience and Expertise
Since being admitted in 2019, Adrian has primarily practiced in general commercial law, including mergers and acquisitions and corporate advisory. He has worked with both listed and unlisted companies across a broad range of corporate and commercial matters. Additionally, Adrian has considerable experience in franchising and commercial leasing, having worked with some of Australia’s most recognizable brands in the pharmacy, commercial gym, retail fashion, and food industries.
Primary Areas of Practice
- Financial Services and Managed Investment Schemes
- Mergers and Acquisitions
- Shareholder and Joint Venture arrangements
- Service and Licencing arrangements
- Regulatory Compliance
- Commercial Leasing
- Franchising
Education
- LLB / BA – Deakin University
Associate, Dispute Resolution
Profile
Vanessa is an Associate within Nicholson Ryan’s Commercial Disputes and Litigation team. She is committed to working with clients to understand their desired outcome and develop a strategy that is in their commercial interests.
Background
Vanessa graduated from the Australian National University with a Juris Doctor in 2022 and was admitted to practice later that same year. She practiced in the ACT with Mills Oakley as a commercial disputes and litigation solicitor until joining Nicholson Ryan Lawyers in October 2024. She has considerable experience in a range of commercial disputes from commercial leasing, to employment, to insolvency.
Experience and Expertise
Vanessa has experience in a wide range of commercial disputes and different Australian jurisdictions. She has acted for large corporations to both recover outstanding debts and defend against unsubstantiated debts, Additionally, Vanessa has experience in a range of employment law matters, including allegations of unfair dismissal and general protections as well as allegations of discrimination and bullying.
Primary Areas of Practice
- Commercial leasing and small business disputes
- Consumer disputes
- Contractual disputes
- Corporations law
- Debt recovery
- Employment law
- Insolvency and liquidation
Education
- Bachelor of International Studies – Deakin University
- Juris Doctor – Australian National University
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