Group General Counsel & Company Secretary | Noumi
Justin Coss
Group General Counsel & Company Secretary | Noumi
I started in my current role as group general counsel and company secretary at Noumi Limited (ASX:NOU) in November 2020 at a time when the Company, then known as Freedom Foods Group Limited (ASX:FNP), was in reputational and financial crisis. In my first week, the Company reported a write down of approximately $590m and since then, I have been leading a small legal team initially comprised of only myself and one first year qualified lawyer who have worked tirelessly on a huge volume and variety of legal work spanning the full breadth of legal issues encountered in a large multi-national manufacturing business. The legal function at Noumi, working collaboratively with its external advisors, has played a pivotal role in helping to turnaround the Company’s business which was recently awarded the Turnaround Deal of the Year in the Australian Growth Company Awards. To give a sense of the team’s work in this recent period, the following is a brief summary:
Corporate Governance: assisting in the legal and governance issues in connection with the replacement of the entire management team and substantial refreshment of the board, Noumi Legal proactively managed a substantial active panel of external legal advisors and multi-million-dollar legal budget whilst rewriting and implementing a new corporate governance framework, including review and revision of all group corporate governance policies.
Litigation: our team handled the defence of two ongoing class actions with internal counsel and external lawyers, Arnold Bloch Leibler whilst managing the ongoing conduct of a substantial and far-reaching ASIC regulatory investigation in conjunction with internal disputes counsel and external lawyers, Ashurst. We also defended Queensland Supreme Court proceedings brought by an alleged product distributor in conjunction with internal counsel and external lawyers, GRT Solicitors.
Capital Markets: successfully completing a $292m recapitalisation via $265m of secured convertible notes and $27m of listed options with external counsel, Arnold Bloch Leibler, we managed the process for the Company’s securities coming out of nine months of suspension from trading on the ASX.
M&A: we had the successful completion of two separate divestment processes for non-core assets, including the sale of the Companies’ ‘Freedom’ branded cereals and snacks to the Arnotts’ Group in March 2021 and our seafood business to the Tempo Group in November 2021 with one ongoing additional divestment.
Intellectual Property: Noumi Legal has been involved in the construction of a comprehensive intellectual property register and reorganisation of the framework for managing the Company’s substantial IP in conjunction with external counsel Bird & Bird, including a large number of trademark application in multiple domestic and international jurisdictions for the Company’s core brands.
Legal Operations: Restructuring the Company’s in-house legal team to four staff including a full-time senior litigator and legal clerk, we increased efficiency in legal operations by the Introduction of new legal technology platforms including the Plexus contract management platform and the Whispli whistle-blower system.