Contributed by Kevin Thomson & Lisa Damiani, Davies Ward Phillips & Vineberg LLP
M&A activity in Canada in 2012 was roughly consistent with 2011. Activity was spread across all sectors, including notable transactions in the oil and gas, mining, real estate and telecommunications sectors. Three prominent transactions involving the acquisition of Canadian companies by foreign buyers (CNOOC's USD15.1 billion acquisition of Nexen, Petronas' CAD5.5 billion acquisition of Progress Energy and Lowe's proposed CAD1.8 billion acquisition of Rona) raised significant issues under Canada's foreign investment review regime.
Foreign Investment Review
Foreign acquisitions of control of Canadian businesses above certain dollar thresholds are subject to review under the federal Investment Canada Act (ICA) to determine whether they are likely to be of 'net benefit' to Canada. Historically, foreign investment review has rarely presented a material obstacle to acquisitions by foreign acquirers.
However, there has been increased political and media focus on foreign investment review since 2010 when the Canadian government announced that BHP's proposed USD40 billion unsolicited acquisition of Potash Corporation of Saskatchewan (PCS) was unlikely to be approved, which led to BHP's withdrawal of its offer. Although BHP had offered extensive undertakings to establish a net benefit to Canada, regional political considerations and opposition to the transaction by the government of the Province of Saskatchewan, in which the operations of PCS are based, were sufficient to sway the federal government. Since the BHP decision, successfully navigating the foreign investment review process has become one of the most important issues for a foreign entity considering a reviewable acquisition in Canada.
Foreign investment issues came to the forefront again in connection with the USD15.1 billion acquisition of Nexen by CNOOC, a Chinese stated-owned enterprise (SOE), and the CAD5.5 billion acquisition of Progress Energy by Petronas, a Malaysian SOE. In October 2012, the Canadian government announced an interim decision that it was not satisfied that Petronas' proposed acquisition of Progress Energy was likely to be of net benefit to Canada. The reasons for that decision were not clear, but some media reports suggest that the rejection was based on Petronas' refusal to agree to extend the review period for the ICA approval process. There is a widespread belief that the government delayed a final decision in order to have more time to develop its policy for the review of investments by SOEs.
In December 2012 the Canadian government approved both the Progress Energy/Petronas and Nexen/CNOOC transactions. Concurrent with those approvals, the government released revised guidelines for investments by foreign SOEs that are subject to net benefit review in Canada. Among other things, the guidelines are directed at ensuring that the acquirer has an appropriate governance and reporting structure and will operate on a commercial basis.
While the new guidelines make it clear that future acquisitions by SOEs of control of companies operating in the Canadian oil sands will be approved only in exceptional circumstances, the government also signalled that the same principle could be applied in other sectors, in particular where the transaction would result in SOEs having, in aggregate, a high degree of control in a particular sector.
Also, while the government previously proposed to progressively increase the dollar thresholds that trigger a 'net benefit' foreign investment review, investments by SOEs will continue to be subject to the existing thresholds and will not benefit from the escalation of the thresholds.
Local Regulations Targeting Foreign Acquisitions
In the summer of 2012, Lowe's Companies announced an unsolicited CAD1.8 billion proposal to acquire Rona, a Québec-headquartered chain of Canadian home improvement stores. A day later, a provincial election was called in Québec, and the proposed acquisition of Rona quickly became an election issue. Some Québec politicians declared Rona 'an important strategic asset' and vowed to ensure that it remained a Canadian (and Québec) company. Faced with an unreceptive target and a hostile local political environment, Lowe's abandoned its acquisition proposal.
In the context of the election and with the proposed Rona acquisition at centre stage, a variety of promises were made by Québec politicians aimed at protecting Québec incorporated companies from foreign acquisitions. In late 2012, the newly elected Québec government announced an intention to enact legislation that would make it more difficult for foreign buyers to acquire Québec companies on a hostile basis. Among other things, the legislation would allow boards of Québec companies to look beyond the interests of shareholders and take into account other impacts of a proposed transaction in their deliberations. The legislation would also include some measures to shield boards from liability for rejecting a takeover bid. The target board would also be given the authority to refuse to put a proposed takeover bid to its shareholders.
While 'anti-takeover' legislation can be found in some states in the USA, if the proposals are enacted Québec will be the first Canadian province with legislation of this nature. However, there is considerable doubt whether the legislation will, in fact, be enacted, as the ruling party has only a minority government and no other major party has voiced its support for the proposal.
Foreign companies considering the acquisition of a Canadian business will need to be cognisant of the protectionism evidenced by the Nexen, Progress Energy and Rona situations and the corresponding pronouncements from the Canadian federal government and the Québec provincial government:
• Plan and prepare for foreign investment review. Managing the Canadian foreign investment review process will be an important part of achieving a successful outcome. In many cases, a plan to address potential concerns should be formulated in concert with the larger transaction strategy and executed concurrent with (or even prior to) announcement of the deal.
• Provincial politics matter. Although foreign investment review has historically been an area of federal responsibility, provincial political support or, perhaps more importantly, resistance can be a key factor in the success or failure of a transaction.
• Be mindful of the election schedule. With the increased awareness and sensitivity of foreign investment reviews, transactions announced near or during an election can become highly politicised. Depending on the circumstances, the timing of transactions with significant potential local impacts or in sensitive industries may need to be managed to avoid becoming fodder for those seeking to use opposition to the transaction as a tool to obtain elected office.
Corporate/M&A - Canada
THE FIRM This firm has built a leading reputation in the Canadian corporate world, receiving considerable praise for its geographical strength and for the consistent high quality of its transactional work. The team attracts major roles in significant cross-border deals, such as representing Quadra FNX in its CAD3.5 billion acquisition by KGHM Polska. The team also acted for Daylight Energy on its acquisition by Sinopec, and advised Nexen on its proposed CAD15.1 billion acquisition by CNOOC. Other notable clients include Bank of America/MBNA Canada, the Forzani Group, Bell Canada and Rogers Communications. The firm is also increasingly visible around the world, and has earned recognition as far afield as India.
Sources say: "A very strong and practical firm with a very deep bench." "Amongst the best in Canada."
KEY INDIVIDUALS Patrick Finnerty is widely considered to be "one of the best transactional lawyers in Calgary." Notably, he advised Nexen on its acquisition by CNOOC. Sources enthuse: "He is very candid and very versatile, and he works extremely hard."
Managing partner Brock Gibson QC impresses sources with his vast legal knowledge, business nous and ability to offer pragmatic solutions. One peer noted: "He will always attract deals."
David Jackson is a securities expert with extensive experience in public and private financings and M&A transactions.
Jeffrey Lloyd continues to solidify his presence in the market. In highlights, he represented Bell Canada and Rogers Communications in their acquisition of a net 75% ownership in Maple Leaf Sports & Entertainment. Clients describe him as "very impressive," recognising that "he is incredibly client-focused and practical, and has very good judgement."
Craig Thorburn recently advised Peoplefluent on its acquisition of Strategia Communications.
Frank Arnone's work highlights include assisting US private equity firm Sun Capital Partners with matters relating to the sale of Del Monte Canada to ConAgra Foods.
Christopher Hewat acted for TransGlobe Apartment REIT on its CAD2 billion acquisition by Starlight Investment alongside the up-and-coming Michael Gans.
Sunny Handa co-heads the firm's India practice group, and specialises in technology M&A. He has extensive experience advising Indian companies on their business matters in Canada, and also assists Canadian businesses with their work relating to India.
Geoffrey Belsher is the managing partner of Blakes' New York office. He focuses on cross-border M&A and corporate finance, and was involved in the Quadra FNX file.
David Glennie is based in London, from where he advises on international transactions with a strong focus on mining and resources deals.
Robert Kwauk is the founding partner of the firm's office in Beijing. He advises Canadian companies on their Chinese operations, and acts for Chinese entities on North American financings and acquisitions.
THE FIRM This top-choice firm operates from Toronto, Montréal and New York, handling significant multi-jurisdictional transactions involving a wide variety of industry sectors. The team excels in a range of corporate matters, including MBOs and hostile M&A transactions. Notable deals include representing KGHM Polska in its CAD2.87 billion acquisition of Quadra FNX, and advising Minmetals Resources on its CAD1.33 billion acquisition of Anvil Mining. The firm also acted for MOSAID Technologies in connection with its defence of an unsolicited takeover bid by Wi-Lan.
Sources say: "I have been impressed with their attention to detail – every piece of work they do is first-class." "A top transactional firm in Toronto."
KEY INDIVIDUALS William Ainley maintains a strong reputation for his transactional work. He represented KGHM Polska in the Quadra FNX mining deal.
Vincent Mercier advised MOSAID Technologies on its above-mentioned defence of Wi-Lan's hostile takeover bid. Sources say: "He is creative, intelligent, industrious, organised and a constructive negotiator."
Kevin Thomson is recognised for his extensive experience in mining transactions. Notable deals include assisting Minmetals with the Anvil Mining acquisition.
Patricia Olasker is regarded as "a phenomenal corporate finance lawyer." She acted for Agnico-Eagle Mines on its CAD275 million acquisition of Grayd Resource. In addition to her Canadian practice, she is rated for her work as part of the firm's China initiative.
Managing partner Shawn McReynolds has extensive experience in M&A, corporate governance, and public and private financings.
Jay Swartz's broad expertise covers M&A transactions, banking and finance, and insolvency and restructuring.
Peter Hong acted for Schlumberger as the controlling shareholder of CE Franklin in relation to National Oilwell Varco's CAD240 million acquisition of the company.
THE FIRM This leading firm is noted for its broad expertise and deep bench strength in M&A. The team is particularly active in transactions involving the financial services, energy and mining sectors, and recently advised Total E&P Canada on a CAD1.75 billion oil sands alliance between a number of mining projects in Alberta. The group has considerable experience in acting for China-based companies, and represented PetroChina in its CAD5.4 billion proposed joint venture with Encana. In addition, the team assisted Dundee REIT with its acquisition of Whiterock REIT. Other notable clients include Magna International, Goldman Sachs and Royal Bank of Canada.
Sources say: "A very deep offering. They are practical and enormously experienced."
KEY INDIVIDUALS Sources regard firm chair Clay Horner as "one of the best M&A lawyers in the country." He is widely recognised and trusted for his expertise in securities law and cross-border financing.
The "terrific" Jean Fraser is recommended for her significant experience advising on corporate governance. Recent highlights include assisting the special committee of the board of directors of Sino-Forest with an investigation relating to Ponzi scheme allegations.
Robert Desbarats QC is noted for his energy sector expertise, and advised Nexen on a CAD700 million sale of shale gas assets to Inpex.
Douglas Bryce earns praise for his extensive experience in mining deals. Sources say: "He is superb – talented, practical, and very easy to deal with." Between 2008 and 2011 he was based in the New York office, where he did much to boost the firm's US-Canada practice.
Douglas Marshall is active in corporate matters involving the financial services, technology, media and real estate sectors. He led the team on Dundee REIT's acquisition of Whiterock REIT.
Mark Trachuk is highly experienced in cross-border M&A transactions. He acted for Ontario Teachers' Pension Plan on its acquisition of Impark.
Jeremy Fraiberg earns praise for his involvement in significant mining-related deals.
Emmanuel Pressman co-chairs the department and is recognised for his increasing visibility in the market.
The distinguished Brian Levitt maintains a fine reputation for corporate governance and M&A matters.
THE FIRM This impressive practice group has a notable presence in Toronto, Montréal, Calgary and Vancouver. It is acclaimed for its handling of takeover bids, MBOs, and transactions involving non-Canadian acquirers. The team has extensive expertise in a number of sectors, including energy, mining and natural resources, representing high-profile clients including PetroChina, Potash Corporation of Saskatchewan and Alta Gas. Highlights include acting for CNOOC on its acquisition of Nexen. The team also advised Ontario Teachers' Pension Plan on its CAD1.32 billion sale of Maple Leaf Sports & Entertainment (MLSE) to Rogers Communications and Bell Canada.
Sources say: "A very strong and capable firm with a very professional approach."
KEY INDIVIDUALS William Braithwaite is considered a leading M&A practitioner. He advised CNOOC on the Nexen transaction.
Working alongside William Braithwaite on the CNOOC Nexen transaction was John Ciardullo.
Christopher Nixon continues to enjoy market visibility. He worked alongside Braithwaite and Ciardullo on the CNOOC Nexen transaction.
Sidney Horn advised Astral Media on its proposed acquisition by BCE. One peer noted: "He is a truly outstanding corporate and M&A lawyer."
Simon Romano is regarded as an expert in securities, corporate finance and M&A. His clients include Livingston International and HSBC.
Jeffrey Singer represented Ontario Teachers' Pension Plan in its sale of MLSE, and acted for Richardson International on its CAD900 million purchase of assets from Viterra.
Montréal-based Jean Marc Huot is highly knowledgeable in the areas of securities and M&A. His clients include Canadian National Railway and BCE.
John Leopold has an excellent reputation for private equity, in addition to corporate finance and M&A. He represented Bright Food Group in its CAD1.2 billion acquisition of a controlling interest in Weetabix Food from Lion Capital.
Brian Pukier's practice covers M&A, public policy, securities transactions and corporate reorganisations. He acted for Dalian Wanda Group on its USD2.6 billion acquisition of AMC Entertainment Holdings.
Firm chair Pierre Raymond is a well-respected practitioner whose practice covers securities regulation, M&A and corporate finance.
Edward Waitzer is "a very well-regarded and thoughtful lawyer." His highlights include advising the special committee of Neo Material Technologies on its CAD1.3 billion sale to Molycorp. His track record also includes work in Chile, where he was heavily involved in the securities sector.
In the UK, Derek Linfield is rated for his experience in both European and Canadian markets. He is prominent in the mining space, where 2012 highlights saw him act for European Goldfields on its CAD2.5 billion sale to Eldorado Gold.
Sherry Roth is based in the firm's London office, from where she advises on private placements and securities issuances in the Canadian markets.
Since publication, Marvin Yontef has joined Bennett Jones LLP
THE FIRM This highly respected team is recognised for its strength in deals involving the mining, power, life sciences and pharmaceutical industries. It also handles matters in the infrastructure, technology and media sectors, and is noted for its work on major cross-border transactions. The firm advised Viterra on its proposed CAD6.1 billion acquisition by Glencore, and acted for the TMX Group on its proposed CAD3.6 billion acquisition by Maple Group. Other notable mandates include representing TD Bank Group in its CAD8.5 billion purchase of MBNA Canada's credit card business.
Sources say: "Torys sets the bar for customer service in the Canadian legal marketplace – the group has a relentless focus on quality and delivers excellent legal advice. These are some of the best lawyers in Canada."
KEY INDIVIDUALS Sharon Geraghty is "simply one of the sharpest M&A lawyers in Canada," say sources. Clients describe her as "a go-to person for pragmatic and technical advice," and note that "she is very experienced, very smart and very disciplined in her approach." She advised Rogers Communications on its acquisition with Bell Canada of a 75% stake in MLSE.
James Scarlett is widely regarded as "an excellent corporate lawyer." He was the lead partner on Viterra's acquisition by Glencore.
The "thoughtful, pragmatic and creative" Matthew Cockburn is noted for his extensive expertise in private equity, securities and M&A.
Ian Arellano's highlights include representing Scotiabank in a USD1 billion transaction to acquire a significant stake in Colombia's Banco Colpatria.
Richard Balfour is singled out for his involvement in major deals, and led the work for TMX Group alongside Geraghty. Clients note: "He is extremely smart and he has the brainpower to sort through complex situations."
Kevin Morris assisted Northgate Minerals with its USD1.4 billion sale to AuRico Gold. Clients say: "He has excellent attention to detail and great communication skills."
Karrin Powys-Lybbe assisted Brookfield Asset Management with the launch of Brookfield Renewable Energy Partners. Clients value her "practical and very commercially conscious" approach.
Sources note that Cornell Wright "is extremely good at execution, incredibly smart and very service-oriented. He is a very capable young lawyer."
Peter Jewett is a highly respected transactional lawyer who is viewed as "smart, experienced, strategic and very measured."
Patricia Koval co-chairs the firm's India practice group. Her practice covers corporate finance, M&A and governance, as well as climate change law.
Based in New York, Philip Brown heads the firm's M&A group with Sharon Geraghty and Matthew Cockburn. Clients comment: "He is fantastic – he provides a great link between Toronto and New York."
THE FIRM This practice group is involved in high-profile M&A, IPOs, proxy contests and takeover bids. It has had prominent roles in transactions involving a range of sectors, including telecoms, real estate, retail, financial services and technology. In particular, the team has extensive experience in natural resources and mining deals, and advised Ivanhoe Mines on a CAD7 billion financing plan for the Oyu Tolgoi mine project in southern Mongolia. The team also assisted Manabi with its IPO in Brazil and Canada, and represented Canadian Tire in its acquisition of the Forzani Group.
Sources say: "Goodmans is a firm that provides high-quality and timely corporate advice." "They demonstrate great depth within their organisation."
KEY INDIVIDUALS Stephen Halperin is widely praised by sources as "a superb lawyer." He assisted Mason Capital Management with a successful proxy contest relating to TELUS' proposal to eliminate its dual-class share structure.
Jonathan Lampe maintains a fine reputation for M&A transactions, corporate governance and reorganisations.
Dale Lastman's highlights include representing the special committee of the board of directors of Astral Media in connection with BCE's proposed acquisition of the company. He also acted for Kilmer Sports on a CAD1.32 billion sale of interest in MLSE to BCE and Rogers.
Sources appreciate Neill May's professionalism, negotiation abilities and dedication to his clients, and regard him as being amongst the next generation of top lawyers at the firm.
Clients describe Stephen Pincus as "a trusted adviser" and appreciate his skill in "providing timely and commercial advice which addresses both legal issues and commercial objectives."
Robert Vaux is well known for his considerable experience in hostile takeover bids, corporate governance and securities law. Sources value his "reasoned and practical advice."
Bill Gorman is a highly regarded transactional lawyer who is "technical and practical" in his approach.
THE FIRM This firm is acclaimed for its work on transactions in the communications, technology, energy, oil and gas and financial services sectors. In addition, the group has extensive experience in mining transactions, acting for a number of high-profile clients including Xstrata and Rio Tinto. Highlights include advising BCE on its proposed CAD3.38 billion acquisition of Astral Media, and assisting Agrium with its agreement to purchase Viterra's agri-products business following Glencore's acquisition of Viterra. Other significant clients include Spectra Energy, Bruce Power and CIBC.
KEY INDIVIDUALS Garth Girvan receives considerable praise from sources and is widely regarded as a leading M&A lawyer in Canada. He was the lead partner on the work for BCE and Agrium.
Graham Gow is lauded for his considerable knowledge of M&A and corporate governance. His clients include Ontario Teachers' Pension Plan and CIBC World Markets.
Vancouver-based Cameron Belsher is recognised for his expertise in M&A, joint ventures, private equity and project development transactions. He represented Rio Tinto in its bid to acquire Hathor Exploration.
Sources note that René Sorell "is a very well-regarded and accomplished securities lawyer – he's a thought leader." His practice covers mergers, proxy battles, shareholder disputes and contested takeover bids, as well as compliance and regulatory law.
David Tennant is a highly regarded securities expert who has considerable experience in M&A.
David Woollcombe is viewed as "a very strong and very smart lawyer" by sources. He advised on Agrium's acquisition of Viterra's agri-products business with Garth Girvan.
Richard Balfour represented TimberWest Forest in the CAD1.03 billion sale of its stapled units to British Columbia Investment Management and the Public Sector Pension Investment Board. "He is a fixture in Vancouver," say sources.
Montréal-based Clemens Mayr is a well-respected securities and corporate lawyer who is noted for his work on M&A, takeover bids and venture capital financings.
Robert Brant is the managing partner of the firm's office in London, England, from where he regularly acts for both Canadian and European clients. He is recognised for his involvement in natural resources transactions, with a strong focus on mining and oil and gas.
THE FIRM This team is recognised for its involvement in significant oil and gas and mining deals. It notably represented Sinopec in its CAD2.9 billion acquisition of Daylight Energy. The group also acted for Glencore on its acquisition of Viterra, and advised Flint Energy Services on its CAD1.25 billion acquisition by URS. The group also has significant expertise in capital markets, assisting companies such as Gibson Energy and Parallel Energy on their respective IPOs. Other key clients include ATCO, Xstrata Coal and Mitsubishi.
Sources say: "The team is very strong and I would have no hesitation recommending it to any firm seeking legal counsel in the general corporate area." "A very prominent player in the west."
KEY INDIVIDUALS Alan Bell is highly respected for his extensive experience in M&A, joint ventures and corporate governance. Clients say: "He possesses a unique ability to apply his legal skills in a manner that is readily understood by all."
Perry Spitznagel QC maintains a strong position in the Calgary market. His areas of focus include M&A, takeover bids and IPOs.
Francis Allen is the co-leader of the firm's capital markets and M&A practice. He focuses on corporate governance and securities law.
William Osler is considered "a top-notch securities and M&A lawyer." Sources note: "His advice is always sound, timely and practical, and he is very responsive to our legal needs."
David Spencer advised Flint Energy Services on its sale to URS.
Marvin Yontef joined the firm in November 2013 from Stikeman Elliott LLP.
THE FIRM This group's expertise covers domestic and cross-border M&A transactions, takeover bids and proxy contests. The team earns considerable praise for its experience in natural resources and mining deals, and advised the independent directors of Anvil Mining on the company's takeover by Minmetals. Other areas of focus include the IT, aviation and pharmaceutical industries. Notable highlights include representing Alexion Pharmaceuticals in its CAD1.08 billion acquisition of Enobia Pharma.
Sources say: "A very strong resources and M&A practice." "One of the best for mining industry work."
KEY INDIVIDUALS Paul Stein is singled out for his strong reputation in energy and mining corporate matters. He led the work for Anvil Mining's special committee, and represented the independent committee of the board of directors of Quadra FNX in connection with its acquisition by KGHM Polska.
Mark Bennett's practice covers M&A, securities and mining matters. He advised Yamana Gold on its definitive agreement with Minera Alumbrera in relation to the Agua Rica copper-gold joint venture project in Argentina.
Jeffrey Roy is recognised for his public M&A practice, and is highlighted for his experience in mining deals. Notable cases include representing Grayd Resource in the sale of its outstanding shares to Agnico-Eagle Mines.
THE FIRM This team is rated for its involvement in significant cross-border resources and mining deals. Highlights include representing AuRico Gold in its CAD1.5 billion acquisition of Northgate Minerals, and acting for First Quantum Minerals on a transaction with Eurasian Natural Resources. In other notable work, the department assisted Viterra's board of directors with Glencore's proposed CAD6.1 billion purchase of the company, and acted for United Rentals on its proposed CAD4.3 billion merger with RSC Holdings.
Sources say: "We've been very pleased with their thoroughness, their judgement and their service. They're cost-efficient and they're productive."
KEY INDIVIDUALS The "brilliant" Jon Levin receives considerable praise for his expertise and leadership in corporate finance, restructuring, M&A and securities law.
Robert Paré is recognised for his strong presence in Montréal. His highlights include representing Canmarc REIT's special committee in connection with Conimar REIT's CAD1.9 billion hostile takeover.
William Orr is described as "a leading lawyer for special committee work." He advised Viterra's board of directors on the Glencore transaction, and represented Canadian Pacific Railway in a proxy contest with Pershing Square Capital Management.
Aaron Atkinson maintains a strong reputation for securities, M&A transactions and corporate governance. His industry expertise covers the mining and life sciences sectors.
Sunny Sodhi is an active member of the firm's Asia-Pacific group. He focuses on advising both Indian and Canadian companies on the establishment and expansion of their operations in both countries.
THE FIRM This firm offers a range of expertise from its offices across Canada, and is singled out for its growing prominence in the Calgary market. The team's industry expertise covers the technology, pharmaceutical, energy and mining sectors, and 2012 highlights saw it act for OPTI Canada on its sale to CNOOC. The firm also represented Provident Energy in its CAD3.2 billion acquisition by Pembina Pipeline. Its impressive client list also features ArcelorMittal, Barrick and Hydro-Québec.
KEY INDIVIDUALS Department head Terence Dobbin is noted for his strong presence in the market. He recently assisted Semtech with its CAD500 million acquisition of Gennum.
Norman Steinberg, Ad E is considered "a very strong player - he has led the firm's efforts on some of the biggest deals in Canada." He was recently appointed global chairman of the Norton Rose Group.
Clients appreciate Pierre Dagenais's "wealth of legal experience and business acumen," and describe him as "extremely well informed and good to work with."
Robert Engbloom QC maintains a strong reputation for his representation of clients in matters relating to the natural resources and energy sectors.
Senior partner Michael Lang advised Nortel Networks on the USD4.5 billion sale of its patent portfolio to a consortium that included Apple, Sony and Microsoft.
Andrew Fleming is widely acclaimed for his expertise in banking, financing and securities law. Sources highlight his involvement in some of the most significant transactions in the country throughout his career.
Peter Noble is the head of Norton Rose Canada's London practice, focusing on debt capital markets. Notably, he is the only Canadian member of the International Capital Markets Association working group dealing with EU securities law.
THE FIRM BLG's corporate commercial department has a strong national presence and stands out for its involvement in significant M&A transactions. Notable deals include advising Eldorado Gold on its CAD2.5 billion acquisition of European Goldfields. The team also handles deals involving REITs and has seen notable activity in special committee work of late. Key clients include MI Developments and Canada Pension Plan Investment Board.
Sources say: "They have a very deep knowledge of our business and they are really very strong."
KEY INDIVIDUALS Jeffery Barnes has notable experience of M&A, mining, project finance and securities law. Work highlights include advising GT REIT on its takeover by NorthWest Value Partners.
Kent Kufeldt is a partner in the firm's Calgary and Vancouver offices, from where he focuses on IPOs and hostile takeover transactions.
Todd Bissett has practised in Shanghai and Beijing, and has extensive experience assisting companies with their Chinese entry strategies. He now operates out of the firm's office in Waterloo.
THE FIRM This Calgary-based firm is well regarded for its expertise in mergers, acquisitions, divestitures, joint ventures and securities transactions. Other areas of focus include takeover bids and corporate governance. The team's industry knowledge spans the manufacturing, technology and aviation sectors, and the group is highlighted in particular for its extensive experience in oil and gas corporate matters.
Sources say: "A very active player in the Calgary market."
KEY INDIVIDUALS William Maslechko is recommended for his experience in transactions involving the oil and gas sector. "He is a very strong lawyer," say sources.
Grant Zawalsky's practice encompasses takeover bids, hybrid securities, M&A and corporate governance.
THE FIRM McMillan is rated for its specialisation in US-Canada cross-border deals, takeover bids, proxy fights and shareholder relations. The team has a strong reputation for its work on transactions involving the mining sector, where recent highlights include advising Primero Mining on its merger with Northgate Minerals. The team also provides corporate advice to Terra Ventures, Goldstone Resources and Detour Gold.
KEY INDIVIDUALS Sean Farrell specialises in cross-border securities offerings and M&A work. His clients include Intact Financial and Toronto Hydro.
Stephen Wortley practises in Vancouver and Hong Kong. He is chair of the China practice group and is recognised for his extensive experience in transactions relating to China. His represented Primero Mining in its transaction with Northgate Minerals.
Corporate/M&A - Canada (Foreign Desks)
- (Foreign Desks)
THE FIRM Davis LLP is the only Canadian law firm with an office in Japan, by way of its association with local firm Davis & Takahashi. The team in Tokyo advises Japanese clients on their Canadian operations, and also assists North American clients with business in Japan. Notable clients include Marubeni, Nishimoto Trading and Mitsui Homes Canada.
KEY INDIVIDUALS In Toronto, Don Bell advises Japanese businesses such as Jipangu International and Mizuho Corporate Bank. Clients say that "he impresses with his depth of knowledge, professionalism, responsiveness, speed and the quality of his work product," and value his Japanese language skills.
Tony McArthur is the founding and managing partner of the Tokyo office. Recent experience includes advising INPEX, one of Japan's largest oil and gas companies, on its acquisition of a 40% stake in Nexen's shale gas projects.
Corporate/M&A - Canada (Desks Based Abroad)
- (Desks Based Abroad)
THE FIRM Freshfields' Canada practice is led out of the firm's London office, with additional support from partners based in France, Germany and China. Representative work highlights include acting for the Canada Pension Plan Investment Board, as part of an international consortium, on its EUR2.2 billion acquisition of a 24.1% stake in the Gassled natural gas transportation joint venture from Statoil. The firm also advised the London Stock Exchange Group on its proposed merger with the TMX Group.
KEY INDIVIDUALS UK-based Laurie McFadden is the firm's lead partner for Canada work.
THE FIRM This eminent US firm opened its doors in Toronto in April 2011, a move which sources acknowledge has greatly bolstered its Canadian service offering. 2012 saw the team act on some of the market's most significant transactions in the energy, mining, retail and banking sectors. Notably, it acted for Quadra FNX on its acquisition by KGHM Polska, and for Pembina Pipeline on its purchase of Provident Energy. The firm also represented Canadian Tire in its merger with the Forzani Group.
Sources say: "Their presence on the ground in Canada is unmatched by most of their US rivals."
KEY INDIVIDUALS Edwin Maynard is the New York-based co-head of the firm's capital markets group, and sources say he is "involved in all the biggest Canadian deals." He represented Ivanhoe Mines in a USD1.2 billion rights offering.
Christopher Cummings practises US securities law from the firm's Toronto office. His client roster features BMO Capital Markets, the Province of Alberta and New Gold.
THE FIRM Shearman & Sterling was the first US law firm to establish a permanent presence in Canada. Established in 1989, its Toronto office is comprised of both New York and California-qualified attorneys, who advise both US and Canadian clients on M&A, US stock exchange listings and corporate governance. The team also handles both public and private financings. In highlights, it assisted the underwriters in connection with the Bank of Montreal's USD1.7 billion MTN offering.
KEY INDIVIDUALS Jason Lehner is a key contact.
THE FIRM The ten-strong Canadian arm of this US powerhouse specialises in cross-border debt and equity offerings, M&A, corporate governance and securities compliance. The team acts for a range of US financial institutions, borrowers and issuers, as well as for Canadian clients. Other areas of focus include tax, environmental law, and bankruptcy and restructuring. Notable clients include Air Canada, Morgan Stanley, TD Securities and Research In Motion.
KEY INDIVIDUALS Christopher Morgan is a key contact.
Alongside Christopher Barry, Christopher Doerksen is also based at the Seattle office of Dorsey & Whitney LLP. He has a strong focus on Canada cross-border transactions. His practice covers the mining and energy, biotechnology, real estate and financial services sectors, amongst others.
Christopher Wright of Görg Rechtsanwälte handles German/Canadian transactions. He is admitted to the Bar in both Germany and Ontario, and advises clients in both English and German.
Reena Modha of Limbo
David Lefebvre of Gowlings is a well-respected transactional lawyer with considerable knowledge of M&A, private equity and corporate governance. He is highly experienced in matters involving Chinese businesses, and advised CNOOC on its USD2.1 billion acquisition of OPTI.
Formerly of Dentons' Montréal office, Dan Kraft of Kraft Advogados Associados advises both public and private sector clients on transactions in both Canada and Brazil. His expertise covers banking and finance, infrastructure and joint venture transactions.
Junyan Wang joined Toronto firm Sun & Partners in 2010 as a Chinese legal consultant. His practice covers Chinese contract law and foreign investment, and he has advised the likes of Johnson & Johnson, Total and Hitachi.
Foreign Experts (Based Abroad)
Dual-qualified Rony Zimerman of Bofill Mir & Alvarez Jana Abogados in Santiago regularly advises Canadian companies on their Chilean operations. He focuses largely on energy, mining and resources deals.
Based in Seattle, Christopher Barry is the chair of the Canada practice group at Dorsey & Whitney LLP. He is highly regarded for his experience in cross-border work, and recently acted as US counsel to Calgary-based Talisman Energy on a USD600 million public debt offering.
Alberto Echarri is the head of the legal department of Ernst & Young Abogados in Madrid. He specialises in M&A, project finance and capital markets, and has been involved in transactions involving Spain, the USA, Canada and France. Notably, he is also the president of the Canada-Spain Chamber of Commerce.
Ulrich Wolff of Linklaters' Frankfurt office focuses on German corporate finance, and regularly advises on transactions with Canadian components.