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Five practices, in long form.

Five commercial practices, kept narrow on purpose. Each is led inside the firm by a partner with the experience to run a contested matter from the first conference to the closing address. The pages below describe the scope of each, the firm's posture toward the work, and the kind of matter the practice takes. All matter examples on this page are sample placeholders. No real client, court, regulator, or proceeding is depicted.

Practice note · Sample placeholder Scroll · Five sections
Practice I

Disputes.

The disputes practice runs commercial matters at the High Court and on appeal: contested transactions and the claims that follow them, sale and purchase agreement disputes, shareholder and joint-venture matters, derivative actions, and the contractual-interpretation work that turns on the construction of a single clause in a long agreement.

Counsel inside the firm leads every brief. The partner instructed reads every page of every file. There is no contact centre, and no farmed-out brief. The firm is small enough that this is a habit, not a service-level promise.

Where the matter allows it, the firm prefers to resolve a dispute before proceedings are filed. A short letter, sent at the right moment, can be a more effective first step than a six-week pleading. In contested matters, the firm appears as lead counsel inside the brief, not as a supporting solicitor. Partners sit at the bar table. Senior associates are second-chair. Junior counsel are present at every conference and every cross-examination. The brief is not transferred. The matter and the partner are the same continuous file from the first conference to the closing address.

Where a settlement is the answer, the firm prefers a settlement that is signed in writing rather than agreed in principle. A signed settlement, drafted in the firm's preferred forms, is more durable than a memorandum of understanding negotiated under time pressure.

A note on what the practice does not do

The disputes practice does not take family, criminal, immigration, or employment matters. It does not advise individuals on personal injury or consumer disputes. It does not appear in the District Court except where the matter is being moved up.

Disputes · Contested takeover· Sample 2025

Acted for the independent directors of a listed industrial in a contested takeover.

*Sample placeholder note. Advised on Code compliance and Schedule 7 director duties through the contested period. Matter resolved without proceedings.

Read the note Sample · Wellington
Disputes · Earn-out· Sample 2024

Acted for a private-capital sponsor on a disputed earn-out provision following an industrial acquisition.

*Sample placeholder note. Carried the dispute through expert determination and into mediated settlement. No published judgment.

Read the note Sample · Auckland
Speak to a partner about a dispute Reply within two business days
Practice II

Mergers and acquisitions.

The mergers and acquisitions practice acts as litigation and disputes counsel to bidders, targets, and independent directors on contested and friendly transactions. The firm does not run the transactional side of a deal. A separate corporate firm typically holds the lead transactional brief, and Wakefield and Sterling sits beside that firm as litigation counsel for the contested phases.

The work runs through Schedule 4 of the Takeovers Code, the Takeovers Panel, Schedule 7 director duties, and the contested phases of contractual interpretation under sale and purchase agreements. The firm is most often instructed at three points in a transaction: at the start, where the question is whether to defend; at the contested phase, where independent directors need their own counsel separate from the company; and at completion, where post-completion claims under warranty and indemnity provisions are being prepared.

The firm's preference is the contested side of the transaction, not the bread-and-butter side. The transactional side is often handled by a firm with two hundred lawyers and a working transactional template. The contested side is best handled by a small chambers with the experience to run a contested matter inside the brief. The two are different practices. They benefit from being held in different firms.

Independent directors are a particular focus. Where a target board appoints an independent committee, that committee usually requires its own counsel separate from the company's general legal advisers. Wakefield and Sterling takes that role. The advice is to the committee, the brief is held inside the firm, and the partner instructed reads the deal documents at the outset, not on the eve of the next board meeting.

M & A · Independent directors· Sample 2025

Acted as counsel to the independent committee of a listed company facing a hostile bid at the Takeovers Panel.

*Sample placeholder note. Advised the committee on Code compliance and on the standard of independence required for a contested transaction.

Read the note Sample · Auckland
M & A · Scheme of arrangement· Sample 2024

Counsel to the company on a Part 15 scheme of arrangement for a privatisation transaction.

*Sample placeholder note. Advised on convening orders, the explanatory statement, and the contested sanction hearing.

Read the note Sample · Auckland
Speak to a partner about an M and A matter Reply within two business days
Practice III

Banking and finance.

The banking and finance practice runs lender-side disputes for institutional credit providers across acquisition finance, capital structure, and the contested phases of senior and mezzanine documentation. The firm acts for banks, non-bank lenders, mezzanine providers, and senior creditor groups inside formal restructurings. The firm does not act for borrowers in the same matter, and is conflicted out of any matter where the borrower is also the firm's client elsewhere.

The work tends to begin with a covenant review. A breach has occurred or is being predicted; the senior credit committee wants advice on the documents, on the strength of the position, and on the path the lender ought to take. Wakefield and Sterling is most often asked the second of those questions, and prefers to be asked all three. A position worth advising on is a position worth understanding from the documents up.

Acquisition finance disputes are a specific focus. The firm is often instructed where a claim arises under a sale and purchase agreement that intersects with the loan facility and the security package. Where the dispute touches both the corporate and the credit document, the firm prefers to be involved early, before the corporate matter is sent for arbitration and the credit matter is run separately. The two halves of the dispute are usually one dispute, and are best run inside one brief.

The firm has a small specialty in contested security: the question of whether a security interest is perfected, the question of whether a guarantee is enforceable on its terms, and the question of which creditor stands at the head of the line. These questions are typically asked late, under pressure, and are typically the most important questions in the matter.

Banking · Acquisition finance· Sample 2025

Counsel to a senior credit group on a contested covenant breach following a bolt-on acquisition.

*Sample placeholder note. Advised the senior agent on the construction of the financial-covenant package and on the path to a standstill.

Read the note Sample · Auckland
Banking · Enforcement· Sample 2024

Acted for a non-bank lender on the contested enforcement of a security package following insolvency.

*Sample placeholder note. Carried enforcement proceedings through the contested phase to resolution by negotiated workout.

Read the note Sample · Wellington
Speak to a partner about a credit matter Reply within two business days
Practice IV

Regulatory.

The regulatory practice runs conduct, disclosure, and enforcement matters before the Financial Markets Authority, the Commerce Commission, the Takeovers Panel, the External Reporting Board, and the New Zealand Stock Exchange. The work is investigative in posture rather than adversarial. The firm's preference is to advise on the response to a regulator's inquiry first, and to litigate only where litigation is the better answer for the client.

Continuous disclosure is a steady part of the practice. The firm advises listed issuers on disclosure obligations under the Financial Markets Conduct Act, the NZX Listing Rules, and the standards of the External Reporting Board. The advice is rarely of a kind that produces a media release. It is the quiet kind: a draft disclosure that is held back for one day, a calculation that is checked twice, an internal note circulated to the audit committee before the next board paper goes out.

Enforcement matters are a separate practice within the practice. Where a regulator opens an enforcement file on the firm's client, the firm runs the response, the negotiation, and the resolution. The firm's preference is a resolution by undertaking, with the relevant facts agreed and the future obligations set out clearly in writing. Litigation is the alternative route, taken where the position is better, or where a regulator has taken a position the firm believes is wrong as a matter of law.

The Takeovers Panel is a venue the practice appears at often. The firm acts at the Panel for boards, independent committees, and bidders, on the question of whether a transaction proceeds, on the construction of conditions, and on the application of Schedule 4. The Panel is an unusually private regulator, and a great deal of the work that ends in a Panel decision begins in a single phone call before any application is filed.

Regulatory · Disclosure inquiry· Sample 2025

Defended a listed issuer in a continuous-disclosure inquiry by the financial-markets regulator.

*Sample placeholder note. Acted through inquiry and response, and on a negotiated undertaking process. Matter resolved on terms; no proceedings filed.

Read the note Sample · Auckland
Regulatory · Competition inquiry· Sample 2024

Counsel to an industrial group during a Commerce Commission market-conduct investigation.

*Sample placeholder note. Advised on the response to information requests and on the negotiation of an outcome short of proceedings.

Read the note Sample · Wellington
Speak to a partner about a regulatory matter Reply within two business days
Practice V

Restructuring.

The restructuring practice acts on solvent restructurings, schemes of arrangement under Part 15 of the Companies Act, creditor-side counsel inside formal insolvency processes, and the contested phases of voluntary administration. The firm is creditor-side by preference. The firm does not act for debtors in formal processes, except where the company is solvent and the matter is a pre-emptive restructuring at the company's own initiative.

A scheme of arrangement is the firm's most natural restructuring matter. Schemes are useful precisely because they are slow, public, and supervised by the Court. The firm acts for the company on the convening orders, on the explanatory statement, on the meetings of creditors, and on the sanction hearing. Where a scheme is contested by a creditor, the firm appears at the contested sanction hearing as counsel for the company. Where a creditor is the contesting party, the firm appears as counsel for the creditor.

The firm's preference inside a formal insolvency is to act for a senior secured creditor or for a creditors' committee. The work involves negotiating the workout, advising on enforcement, and appearing at the various contested hearings that arise during a long administration. Wakefield and Sterling does not run liquidations. The firm does not take administrator or receiver appointments. The work is counsel work, not insolvency-officer work.

Cross-border restructurings are a specific area. Where the matter involves an Australian or Singaporean parent, or a multi-jurisdiction creditor group, the firm coordinates with foreign counsel and prefers to hold the New Zealand-side brief inside the firm rather than to share it. A coordinated brief is more effective than a divided one, especially in a restructuring where the timing matters more than the form.

Restructuring · Scheme· Sample 2025

Counsel to the company on a Part 15 scheme of arrangement for a senior debt restructuring.

*Sample placeholder note. Advised on convening orders, on the explanatory statement, on the contested creditor meeting, and on the sanction hearing.

Read the note Sample · Auckland
Restructuring · Creditor-side· Sample 2024

Acted for a senior creditor inside a contested voluntary administration of an industrial group.

*Sample placeholder note. Carried the matter through a contested deed of company arrangement vote and into the supervised workout that followed.

Read the note Sample · Wellington
Speak to a partner about a restructuring Reply within two business days