Navigation Menu
Roger Downs
Chairman of Partners

Roger Downs



  • Accredited Specialist in Business Law
  • Accredited Specialist in Property Law
  • Graduate Diploma in Management
  • Bachelor of Law
  • Bachelor of Commerce

Roger has more than 30 years’ experience as a commercial lawyer, with clients ranging from local, regional and national entities to international institutions. He has been a partner with Kells since 1981 and partner in charge of the Commercial Team since 1990.

Roger’s areas of practice are exclusively commercial, corporate and business law including corporate structuring, commercial property work, commercial leasing, banking and finance, commercial drafting and advising as well as corporate governance and risk policy development and advice.

Clients range from small proprietary (private) companies to stock exchange listed public companies, national finance institutions and government authorities.

As the partner in charge of Kells’ Business, Commercial and Corporate team since 1990, Roger has supervised and mentored lawyers as the lead lawyer in thousands of commercial transactions.

Roger is recognised by both his peers and the commercial community as a leader in his field. Peer recognition includes:

  • his position as Chair of the NSW Law Society Business Law Committee to which he has been appointed.
  • invitations to present to peers at recognised legal profession continuing legal education events, including presentations at the New South Wales State Legal Conference, on topics including business purchase best practice, business finance and corporations law.
  • acting as a nominee of the President of the NSW Law Society to make an expert determination under a contractual dispute resolution clause; and
  • providing evidence as an expert witness on Australian commercial law and practice in a commercial arbitration held in Denver Colorado USA.
  • appointment by the NSW Law Society as chair of a working group undertaking a review of the Law Society standard Contract for Sale of Business. The working group comprises legal practitioners from a number of Law Society committees forming a cross-committee group. The Law Society standard Contract for Sale of Business is a copywright template document used widely in the NSW legal profession (current position).
  • The Law Council of Australia representative on the Australian Competition & Consumer Commission (ACCC) Small Business Advisory Group. A peak industry body roundtable meeting with the head of the ACCC is held two or three times per year with all leading industry bodies represented in direct discussions with the Chairman of the ACCC and senior management and policy makers of the ACCC (former position).

Commercial recognition includes:

  • presentation of numerous papers to accounting groups (including chapters of Certified Practising Accountants Australia) and to private companies and industry associations on topics including: directors duties, corporate governance, business succession planning and taxation topics
  • appointment to public company boards

Roger’s corporate involvement includes:

  • Director and Deputy Chair of Warrigal Care (public company operating aged care facilities) (current position).
  • Director (and chair of Governance Committee) of Community Alliance Credit Union Limited.
  • member of the Wollondilly Shire Council Audit Committee (current position).
  • member of the Illawarra Shoalhaven Local Health District Board (current position).
  • Director, Deputy Chair and Chair of Austlaw Pty Ltd (an association of independent law firms operating along the East coast of Australia) (former position).
  • Foundation Director of Illawarra Technology Centre Limited (now Illawarra Technology Corporation Limited) the technology marketing arm of the University of Wollongong (former position).
  • Committee Member of Illawarra Chamber of Commerce and Industry Limited (now absorbed into Illawarra Business Chamber Ltd) (former position).

Roger’s special areas of interest and expertise are:

  • banking & finance
  • corporate structuring
  • mergers & acquisitions
  • business succession planning
  • corporate governance

Managing Partner
Chairman of Partners