Tony Damian: The Lawyer Behind Australia’s Biggest M&A Deals

Hello everyone and welcome back to the Australian Law Student Podcast. I'm your host, Oliver Hammond, and in today's episode I had the pleasure of sitting down with one of Australia's most respected corporate lawyers, Tony Damian. From the $32 billion acquisition of Sydney Airport, the largest takeover in Australian history, to the landmark $4.9 billion Suncorp ANZ deal, Tony has played a leading role in some of Australia's largest and most significant transactions. Beyond his legal practice, he is a thought leader, Co authoring the authoritative text schemes takeovers and Himalayan Peaks. Cited in over 50 judgements and described as the pre eminent text on Company Mergers, it is without a shadow of a doubt Tony is one of, if not the best M and a lawyer in Australia. So whether you're a student, a lawyer, or just someone who enjoys sharp insight and a good story, this is certainly a conversation you won't want to miss. Hello everyone and welcome back to the Australian Law Student Podcast. I'm your host Oliver Hammond and today I'm joined by Co host Nicholas Hopkinson and very special guest Tony Damien. Tony, thanks so much for sitting down with us today. Pleasure to be here as our pleasure to host you. Tony, to start off, could you take us through your journey? How did you first find your way into the law and what led you to specialized in M&A specifically? And what also some of the key moments or milestones that have shaped your career thus far. Yeah, well, it was back in ancient times when I had an interest in in Laura's at school. I grew up in a town up the coast called Foster Tonkari. Small regional town, great place. And I think it was in the back of your tent. I had an interest in current affairs, in international affairs as well and thought that a law degree would be a great way of opening doors to do something interesting down the track, whatever that might be. Now in Foster Time Carry, the path to Sydney Law School is, which is where I wanted to go. Wasn't necessarily obvious, but I had a very lucky break. So during during the school holidays, I would work as a waiter in a local restaurant and Foster Time Carry was a town where a lot of Sydney lawyers would come for holidays. And one night I was serving one of these Sydney lawyers and we got talking and he found out that I was interested in going to law school. Yeah, I'm sorry. This person was good enough to go back to Sydney, to go to Sydney University, pick up a copy of the Sydney Law School Handbook and post it back to me with a lovely note inside it saying, Tony, I believe you can do this, you know, have a go. And that moment gave me a lot of encouragement and a lot of belief that, well, I didn't know anyone who'd been to Sydney Law School and I was a lawyer that, that, that was something I could do. So that was a big moment and a lucky break. Went to law school, did a summer clerkship and the path to M and I was was a funny old one. So for reasons I do not remember, I came out of law school thinking I'm going to be a finance layer. Nothing wrong with that, of course. It's a it's a wonderful thing, finance law. And I called up my Old Firm and said where do I go to start work on Monday? It wasn't the Internet or emails back in those days. And the lucky thing was that they'd forgotten to tear up my rotation in finance and said, well, we can't do that in time, but would you like to go to M&A? And my, my quite honest response was what's M&A? And they said, oh, it's merged as an acquisition, it's transactions into lock, but finance, but it's different but really good. And I said, sure, I'll do a rotation in this M&A thing. And that's how I got into M&A quite accidentally and within quite literally, I can say it now, I've been doing it for a while. Within five days I was just, I was in Ludmore. I thought this is so interesting, it's so broad. It was going to be so hard to go across all of this. It just seemed to be, you know, a lot, a lot to do with M&A. And so I was the accidental M&A lawyer, but but happily so. And I think to your question about moments and milestones, that probably leads into one of the most important moments in my career journey, which I think is probably true for a lot of people. It's it's connecting with a great mentor. And so quite by accident, not only did I have the good fortune to end up in M and AI had the extra good fortune to end up with a partner who was a true mentor in the sense of someone who cared deeply about training junior lawyers, looking after them, making sure they were developing, spending that extra hour at the end of the day sitting across the table explaining why the merge agreement I'd put together needed, you know, 2 litres of red ink on it, but explaining it all. And you really, you really learnt with, with someone like that teaching you. And so that was if not the biggest moment on Milestone that was right up there to have someone like that be your mentor on developing. So very, very fortunate for that. Were were there any on transactions or any specific merge that you that stick in in your mind is something that was formative to your? Legal career. Yeah, early in the early years and not that we did anything wrong, but several of our merge deals got litigated like in the and when you had courts before the takeover was penalized. And that was formative in the sense that to have someone and a team of lawyers and silks etcetera try and take your transaction apart gave you a quite an appreciation of doing things properly and and getting it right. And so that was early on. I think that was their important moments to have that that challenge and it gave you a very, very important perspective, I think. And do you think that your background coming from a regional era and then moving to the city shaped your career in any way? Oh. I think it did very much so. So I remember, you know, doing the clerkship and then starting out as a junior lawyer and I still do today, having an enormous sense of gratitude that I got to come into a place like, you know, a big, big commercial orphan and work with lots of really nice and smart people both at the firm and at our clients and do lots of really interesting things in in that sort of environment. I feel I was very lucky and so always came in grateful smile on my face and excited to be to be doing what I did. Yeah, yeah. Well, thanks so much for your answer to that. I'll lay a hand over to Nick. So, Tony. As I'm sure. You're well aware. AI seems to be the acronym on everyone's lips at the moment. How are AI and data analytics changing the nature and focus of due diligence in Major M and A transactions, and are there any? New forms of. Quote UN quote technical diligence that are becoming standard. It's, it's a really good question. And so I think taking a step back for a moment, my view on AI is it should enable us to do what we do and to do it better. So don't necessarily see AI as some sort of substitute and oh, we're not going to need lawyers anymore or, or whatever. We still will. But as with other forms of technology over the years, the club lawyers do things in a better way. AI would do that. Perhaps it's influence would be more profound. And so then turning to to due diligence, you know, the point of due diligence is not a thing for the sake of it. It has a point and the point is to help people understand. So we know what are you buying? Is it what we think we're buying? Are there any problems? Once we've had a look under the hood, will we be able to integrate this thing? Are there things we need to know to get our regulatory approvals, all those sorts of things. And so that's the purpose of it. What AI can do already, and I'm sure this will become more powerful over the years, is to help lawyers look at all of those questions. And so from first level reviews of suites of contracts to other things, AI can have a really good role there. But for me, none of that is a substitute for the, the, the good legal judgement that is needed. So before we just unleash AI, they're important questions. Well, what's actually critical in this, in this business? What do we actually need to be looking at? What's going to be vital to success or failure? And where do we need to point the AI? It's not just sort of unleash the, the AI hounds and, and how that comes back with this stuff. So there's a lot of judgement there. And AI can already do a great job in, you know, producing first several reviews and other things. But then again, there's a lawyer's judgement that needs to be applied to that output. And so checking the, what AI has thought were the right questions to which it's producing answers, it, it's approached that correctly that there's no nuance that's been missed. And so I, I see IAI as an exciting enabler, but one that enables as opposed to substitutes. And so yes, it will make diligence. I think it will really help and add efficiencies and some speed to the guy in there, but it's not a substitute. And so I think the core question of why are you doing diligence remains the same. It's just how you do it and how you're enabled to do that through the use of AI that that's going to be different, and that indeed is different already. Do you think that AI will stimulate deal activity? Or shorten time to closures. Yeah. Well, will it stimulate deal activity? I'm not sure I'd say it will be a stimulant, but will it be helpful? And does it have the potential to condense some time frames? Absolutely. And so you know, in particularly in listed, so public company MNA listed takeovers and mergers, the time frames can be quite tight because people are worried about disclosure and leaks and therefore wanting to get to their agreement before that happens. And while they're listed companies and therefore there's already a lot of disclosure in, in the market, there are things that people still want to look at. And so the extent AI can help condense those diligence timeframes, then that's going to be that's going to be helpful. In in relation to those sort of newer technological trends, where do you see the law in say 5 to 10 years? Anyone who tells you they absolutely know what the law will plug in five to 10 years is probably lying. Where do I think the trend or the OR the the trend line is going? I think it's going to be a greater use of AI and and technologies. I think in terms of social media and those sorts of things. What do they compel us all to do? Whether it's in law or something else? There's a lot of condensed communication. Is that a bad thing? No, I don't think it's a bad thing because even as a lawyer pre all of this technology, you need to be able to communicate very complex things very simply. And and so in a funny hour, why modern social media is the almost the ultimate form of condensing communication. So I think that'll be helpful and that'll be a way of always being able to connect with with clients and indeed the market. And one of the great benefits, I think, and this will this will be a trend that really gets going over the next 5 to 10 years. And we're already seeing it, is the power of social media and those technologies in terms of thought, thought leadership and provoking discussion and debate. I'm actually quite optimistic about that. I know a lot of people would say, and in some spheres it's probably true that social media sort of dumbs everything down, even produced to a quick little tweet or whatever. Yeah, but there's I think in law, the very positive possibility and the probability that it will encourage us to to debate matters, to talk about the issues of the day, to get reform ideas guy and so on. So more AI enabling people to do things both on on big transactions and big investigations and disputes. I think social media will continue to play an important role, but hopefully a +1 in the way I've mentioned. Yeah. Yeah. Well, thank you so much for your answers to those questions. I'll now move on to our standardised questions at Rapid Fire, questions that we ask all our guests for our audience to get to know you a little bit better. Starting for the first one, what was your favorite subject in law school and wife? Yes, good, good question. It was the very excitingly named Corporate Finance B, which was a coursework subject in in my master's and I did my master's straight after my undergraduate degree again at Sydney University. I really found the course very enjoyable. Maybe this explains that financial thing I had been thinking about. It had some great, some great people from the university teaching it, had some practitioners teaching parts of it as well and I really enjoyed it. And then the interesting thing from it was the paper I wrote for my sort of assessment part of the subject got published in the Company and Securities Law Journal. And so again, on my journey, that was a pretty important enabling moment. And so like, oh wow, I was, you know, something I did was considered good enough to get published in the in a journal that I held in high regard. And I think that encouraged me down the track to to keep writing things as as I eventually did. Yeah. And and I suppose do you have any advice to students that perhaps are tossing out whether to extend study or and do extra study or do get into their career and and start career experience? It's often a question that students what what if you have any advice in relation? Yes, I, I don't think like a lot of things in life, I don't think there's an off the shelf, absolute right or wrong answer that's, you know, one-size-fits-all on that. And so I think my advice to people would be, well, what is it you are hoping to do in your career? And you know, life is fluid, you might know and things will change. What is it you're thinking of doing on the study front? Is it going to be something that's hopefully you're passionate about or interested in? If it happens to be something that could be useful to what you think you're going to do in your career, that's great. But also it's a long game. And so if there's an opportunity to do some overseas studies for a year or so, that's not going to set you back at all. And indeed, you're probably going to learn some things and meet some people and have some challenge because you're going to be in a high quality environment, exposed to new ideas, new people that you know, I will hold it in good stead. So it it's not going to be something that'll be a detriment in terms of wow, I've just wasted dear. Absolutely not. Equally, if you're keen and excited to get into work straight away, go for it. Nothing wrong with that. There's not really a bad answer. And again, life is, it's a long journey. And so if you start work and you decide in two or three years time you want to do the study, you can do that. If you want to do the study, it's not going to hold you back either. So I think talk to your your colleagues, your friends, your family says it'll make a decision. Stick with that. There's not going to be a right or wrong decision. And whatever you do, embrace it with energy. Yeah, it's a great answer. Thanks so much. Moving on, what's 1 habit you believe is being pivotal to your success in the legal field? Yes, I'm I'm not sure if it's a habit that I or so it's the idea of you know to keep going. So maybe that's persistence with a bit of resilience at different stages of career that's been pretty helpful. So I was a, you know, as like a young lawyer, if you're working on things and it's all a bit, it's, it's tough and it's busy to keep going and realize that there'll be people around to help you. And that sort of those busy stretches end before you know it. And you'll learn what, what from them as as you get more senior in your career and you become a partner again, the ability to keep going because people often say to be, wow, look at all these things you've done, you know, wow, just you must have always had success and never had any disappointments. And nothing could be further from the truth. We mightn't put the, the disappointments on our profiles on websites. But in my view, I think the disappointments are things you learn so much more from than the successes and how you respond to the disappointments or the failures or where you fell short of what you hoped, the standards you hoped set for yourself. That's where I think you will learn more about who you are and it's responding to those disappointments and maybe not all of the time, but hopefully a lot of the time where I've something hasn't gone my way to keep going and see it as a learning experience, I think is something that is really important for a for a long, a long and happy career. Yeah, I think coming from someone like yourself and saying that there, there are times where you will be disheartened throughout your careers, just that's that's very inspirational. I think a lot of people get a lot out of that because I think you're right, there's a lot of success. There's a lot of this is what I've achieved all over on company profiles and social media and things like that, but often is a different story behind it. And yeah, thank you so much for sharing that advice. Can you name a book or a movie that's been significant to you and one you'd recommend as students? Look, I was going to say schemes, takeovers in Himalaya. The last afterwards, yeah. That's it. The last edition was 18170 pages and I wouldn't wish that upon anyone to to try and read that thing from from front to that. So perhaps connected to my prior answer, I'll go with and you know, maybe this isn't the first time someone's come up with this one, but the good old Meditations by Marcus Aurelius. So the Stoic philosopher, the emperor of Ryan who who had his, you know, not the musings that we're still reading a couple of 1000 years later. I think it's an important book. It's not, it's not just the book, it's the whole idea of there's a bunch of stuff that goes on in the world that you can't control and stare at yourself and stare at what you can control. And idea of philosophy as being something that at a practical level, day-to-day helps you improve yourself. And I think sort of stumbling across that thinking, I think it's been really interesting for me and I wish I'd sort of come across that when I was your age instead of there. There's one Meditations Marcus Aurelius being on the best sellers list for 2000 years with a with a quick. Read. Yeah, you're right. That's a great book. And yeah, certainly one that I've read and I, yeah, fully endorsed that that that choice. Now it's time for our last question. Tony, what's the greatest piece of advice you've ever received? And that maybe you can serve it, who gave it or whatever. I will I happily share it. So so this is where I think lawyers and particulars, you know, I had a bit of time in in the role have an obligation to care for and develop younger lawyers. So when I was younger lawyer as a partner of my my alpha and John Hugh Clifford Colvin Oami tip my hat to join. If you're out there listening, I'm sure you are. And John was the sort of guy he'd come around and just pop in on junior lawyers, not necessarily in his section, just to have a chat and everything. And one day he popped into me. We were having a chat. And the piece of advice, which I still remember is in terms of career advice, if you do work you really enjoy with people you really enjoy doing it with, and they're lucky enough to be able to do that, you will have a long and happy career. And I think that was great advice. Now, you know, nothing's absolute in life. And so there might be some things where, you know, you end up saying, I'm absolutely passionate about that, but there's a general, there's a general thing. And so when I'd had the shop revelation that, oh, I might be an M and a lawyer instead of a finance lawyer applying that advice, well, it was clearly M&A that I love doing. And I looked around and the people I was doing it with and also at the clients too, by the way, I've. I've tried to deal with people I, I love doing it with. And so I think that's a good little, a good little nugget from John. Yeah. Well, Tony, thank you so much for joining us today on the podcast, and I wish you all the best for the rest of the year. Thank you. It's been a pleasure. Cheers. Thank you.