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Corporate/M&A


CANADA: An Introduction to Corporate/M&A

Contributed by Vincent Mercier and Peter Hong, Davies Ward Phillips & Vineberg LLP Market Update

There continue to be large and interesting M&A transactions in the Canadian market, but overall activity levels have not yet returned to pre-financial crisis levels. The 2014 year started off slowly with first quarter deal value on par with the fourth quarter of 2013, but with fewer deals. Significant improvements in activity were seen in the second quarter of 2014, with deal value up 51% from the first quarter of 2014 (up 48% from the second quarter of 2013) and a solid performance on the basis of the number of deals. As a result, there is cautious optimism for increased M&A activity for 2014 and beyond, with deal activity recently picking up in Canada, including in sectors that were very slow in 2013.

An increased level of activity in the mining and oil and gas sectors (including the formation of resource private equity funds) has been one of the driving forces in the return of healthier M&A activity in 2014, with four of the top five deals in the first half of 2014 being in these sectors. A large portion of the Canadian economy is commodity-price driven, so Canadian M&A activity tends to reflect commodity price cycles; the weakness in commodity prices, including the recent weakening of oil prices, is therefore worrisome. However, if commodity prices start to recover − which is by no means certain given the state of the global economy, particularly in China and Europe − Canadian M&A activity should pick up.

Unsolicited Takeover Bid Regime 

For companies seeking acquisition targets, Canada is generally considered a very bidder-friendly jurisdiction because Canadian target companies have a relatively limited complement of defensive tactics to protect themselves against unsolicited approaches. Although significant amendments to the regime for unsolicited takeover bids were recently proposed, we expect the bidder-friendly nature of the Canadian landscape to remain.

Currently, a shareholder rights plan, or 'poison pill' is the principal defensive mechanism that is utilised by target companies to provide more time than the statutorily mandated minimum 35-day bid period to pursue alternatives to a hostile bid. A bidder facing a shareholder rights plan would apply to the Canadian securities regulators for an order 'cease-trading' or nullifying the target’s rights plan, allowing the acquirer to complete its hostile acquisition if a sufficient number of shares are tendered to its hostile bid. With a few exceptions, the securities regulators have nullified rights plans within 45 to 70 days of the hostile bid according to the principle that shareholders, not boards of directors, should have the right to decide whether to accept or reject a hostile bid and must be given the opportunity to choose between the hostile bid and any alternatives proposed by management.

Amendments to the bid regime proposed in September 2014 would require takeover bids to have the following features: (i) the bid must remain open for a minimum of 120 days, subject to the target board’s ability to waive, in a non-discriminatory manner when there are multiple bids, the minimum period to not less than 35 days; (ii) the bid must be subject to a mandatory minimum tender condition that more than 50% of all outstanding target securities owned or held by persons other than the bidder and its joint actors be tendered before the bidder can take up any securities under the bid; and (iii) the bidder must extend the bid for an additional ten days after the bidder achieves the mandatory minimum tender condition and the bidder announces its intention to take up and pay for the securities deposited under the bid.

The proposed amendments are aimed at rebalancing the current dynamics between hostile bidders and target boards. It is also hoped that the amendments will make the conduct of hostile bids more predictable and result in the adoption of fewer rights plans, and therefore fewer rights plan hearings in front of Canadian securities commissions. The amendments will give target boards more time to respond and seek alternatives to a hostile bid. In addition, the amendments are intended to encourage hostile bidders to negotiate with target boards by allowing transactions with target board support to be completed more quickly − that is, in a minimum of 35 days, rather than the 120 days required if no target board support is obtained. The proposed amendments will not, however, alter the fundamental principle that shareholders ultimately must decide the fate of a hostile bid.

The proposed amendments do not prohibit the use of rights plans. Under the proposed rule, rights plans would continue to be relevant to regulate the accumulation of large toehold positions in a company through transactions that are exempt from the takeover bid rules. Rights plans may also continue to be relevant when there are unique circumstances that require a bid to remain open for more than 120 days, or when shareholders continue to vehemently oppose a hostile bid. We expect that for a rights plan target to survive more than 120 days, the target would have a heavy burden to demonstrate that a rights plan should be allowed to remain in place if a bidder has complied with the proposed rules.

Shareholder Activism 

Shareholder activists have been, and we expect will continue to be, a very important part of the corporate landscape in Canada, with the number of proxy contests rising significantly over the last decade. Activists have been targeting underperforming companies to push for management or strategy changes, including in some cases pushing for the sale or break-up of companies, which act as a catalyst for M&A activity.

This increase in activity has been driven in part by US activist investors looking for opportunities north of their border. The activity has also been also facilitated by an activist-friendly regulatory regime in Canada, which will continue to be friendly to activists. In an update issued in October 2014, the Canadian Securities Administrators announced that it will not be lowering Canada's reporting threshold for share accumulation from the current 10% threshold to 5% as previously proposed.

Corporate/M&A - Canada

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第一等 |

Basic facts about the department
- 102 partners
- 91 other qualified lawyers

What the team is known for A premier M&A firm widely recognised for its strength across the country. Acts for a variety of large domestic and international companies on public M&A and other corporate transactions, including proxy contests. The firm benefits from offices in major financial centres worldwide which provide support on cross-border transactions. It also has an established team advising on Canadian investment into India. Clients include mining and oil and gas firms and financial institutions.

Strengths (Quotes mainly from clients)

"They really make you feel like your work and business is number one."  

"The firm is consistent in its approach, no matter who is leading the file."

Work highlights Acted for Safeway on its sale to Sobeys for CAD5.8 billion.

Successfully defended Agrium in a proxy contest battle brought by hedge fund JANA Partners.

Notable practitioners 

Patrick Finnerty is based in Calgary, from where he operates a broad practice which includes a large market share of public company work, special committee work and cross-border financings. He acted for Agrium on its proxy contest with JANA Partners.

Firm chair Brock Gibson QC is described by one source as "a terrific individual - he is very organised, available and good at orchestrating his team."

Jeffrey Lloyd acted for Safeway on its sale to Sobeys and is lauded by clients as a "high-quality individual who is thorough, thoughtful and easy to talk to." One interviewee added: "He is a top-notch practitioner and someone who really focuses on client objectives."

Christopher Hewat acted for the independent committee of the board of directors of Patheon in connection with the acquisition of the company's restricted voting shares by JLL/Delta Patheon Holdings. He also has significant experience advising clients in the technology sector.

Michael Gans is "very responsive, business-oriented and a good deal person." He acted for H&R Real Estate Investment Trust on its acquisition of H&R Property Management.

Chad Schneider impresses with his ability to "take complicated securities matters and explain them to people with no concept of them." He was involved in the team acting for Imperial Oil and ExxonMobil on the acquisition of ConocoPhillips’ interest in the Clyden oil sands lease.

David Jackson has a wealth of experience acting for domestic and international clients on securities matters, M&A work and corporate governance.

Sunny Handa is the co-leader of the firm's India practice. He assists Indian companies with business in Canada as well as Canadian companies with operations in India.

Geoffrey Belsher is the managing partner of the firm's New York office and has experience handling a wide range of cross-border corporate finance transactions.

David Glennie is the managing partner of the firm's London office. He is well regarded for his mining expertise as well as other transactions in the natural resources sector. One source said: "He's knowledgeable, authoritative, commercial and very responsive."

Robert Kwauk is the managing partner of the Beijing office, from where he represents Chinese companies as well as Canadian and international companies investing in China.

第一等 |

Basic facts about the department
- 64 partners
- 65 other qualified lawyers

What the team is known for A top choice for large M&A and corporate finance transactions. With offices in Canada's major financial centres, the firm acts for Canadian companies as well as significant international players, including advising on cross-border matters. Expertise cuts across sectors, including energy and pharma, entertainment, telecommunications and retail. For matters with a US connection, the firm also benefits from the support of its New York office.

Strengths (Quotes mainly from clients)

"I have a tremendous amount of respect for the skill and advice that they have provided - they are our go-to firm for any large or sophisticated project."

"They are willing to understand and look at matters from a business and commercial viewpoint based on their understanding of a client's key business drivers."

Work highlights Acted for Shoppers Drug Mart on its CAD12.4 billion sale to Loblaw Companies.

Acted for Maple Leaf Foods on the CAD1.84 billion sale to Grupo Bimbo of its controlling stake in Canada Bread.

Notable practitioners 

Clay Horner "provides very practical and sage legal and business advice. He is very quick-minded and is able to explain complex matters in a simple and digestible format." He acted for Shoppers Drug Mart on its aforementioned sale to Loblaw.

Douglas Bryce "is wise beyond his years and is very capable at handling the technical aspects of transactions," sources say. Alongside Clay Horner, he represented Shoppers in its acquisition by Loblaw.

The "incredibly bright and hard-working" Jeremy Fraiberg represented Mittel Networks in its acquisition of Aastra Technologies. One source said: "He is a terrific guy, a reasonable person to deal with and able to come to the best result for clients."

Emmanuel Pressman "delivers value for service. He has got good business judgement and helps to settle difficult issues in complicated transactions." He acted for Mylan on its acquisition of Agila Specialities and was also involved in the Shoppers/Loblaw deal.

Douglas Marshall advised RBC Capital Markets on a USD3 billion equity financing for Barrick. One source said: "I implicitly trust him. He delivers what I need and has great judgement. He is creative and client-oriented."

Robert Desbarats QC is based in Calgary and regularly advises on domestic and cross-border transactions in the energy sector.

Mark Trachuk advises on corporate governance and proxy contests as well as advising on M&A transactions.

Noralee Bradley "is very well versed in the law and also brings a great business perspective and practicality to the work." She acted for RBC Capital Markets on the USD250 million IPO of Oryx Petroleum.

Jean Fraser represented Chemtrade Logistics Income Fund in its acquisition of General Chemical Holding.

Significant clients TELUS, IBM, Valeant Pharmaceuticals, KingSett Capital, Magna International.

第一等 |

Basic facts about the department
- 50 partners
- 100 other qualified lawyers

What the team is known for Acts on some of the largest and most complex M&A and securities transactions in Canada. With deep bench strength to support large mandates, the firm has a strong track record representing clients in the natural resources sector as well as handling hostile takeover bids.

Strengths (Quotes mainly from clients)

"They did a very good job. They're corporate specialists and they are very solid, practical, business-oriented lawyers. They are bright and grasp all of the issues."

"The firm was extremely knowledgeable, always available, provided sound and practical advice, came up with creative and proactive solutions to problems and added value across all parts of the transaction." 

Work highlights Acted for Hudson's Bay Company on its USD2.9 billion acquisition of Saks Fifth Avenue.

Acted for Coastal Energy on its CAD2.3 billion sale to petroleum company CEPSA.

Notable practitioners  

Firm chair William Braithwaite "is a very thoughtful, careful lawyer," sources say. He is widely regarded as "one of the leaders of the M&A and corporate finance Bars."

Sidney Horn "is a very sophisticated M&A lawyer. He's strategic, very straightforward in his approach with broad experience; he is very creative in finding solutions."

Simon Romano acted for the special committee of Canada Bread in connection with its CAD1.83 billion acquisition by Grupo Bimbo.

John Ciardullo "is brilliant, creative, likeable and a true businessman's lawyer. He's a true deal maker and a trusted adviser." Notably, he acted for Osisko Mining on its defence of a takeover bid by Goldcorp.

John Leopold is described by peers as "a great M&A lawyer" and is well known in the Montréal market. He acted for Bausch & Lomb on its sale to Valeant Pharmaceuticals.

Brian Pukier acted for the LIXIL Group on its acquisition of ASD Americas Holding. He frequently acts for senior management and boards of directors on cross-border M&A and corporate finance transactions.

Jeffrey Singer has a wide-ranging M&A, corporate finance and private equity practice.

Jean Marc Huot is based in Montréal and advises on securities matters and domestic and international M&A transactions.

Christopher Nixon is based in Calgary, from where he acts on a wide range of matters in the natural resources sector. He acted for Caracal Energy on its merger with TransGlobe Energy.

Edward Waitzer acts for clients on acquisition and restructuring transactions, with significant experience of international transactions. He continues to serve as the president of the Canada-Chile Business Council.

Derek Linfield is based in London and is well known for his securities and cross-border expertise. One source said: "He's excellent and knows his stuff."

Sherry Roth is based in London and primarily advises on securities matters as well as banking and project finance transactions. 

Significant clients AltaGas, CNOOC, Davis + Henderson, Saputo, Indian Oil.

Band 1 | Torys LLP

第一等 |

Basic facts about the department
- 61 partners
- 88 other qualified lawyers

What the team is known for Advises on market-leading private and public M&A transactions with additional expertise handling shareholder action files. Also acts as underwriters' counsel for financial institutions and issuers on REIT transactions. The firm has a strong track record representing clients across a range of sectors, including financial services, mining and minerals, retail and transportation.  

Strengths (Quotes mainly from clients)

"We use them for our largest, most complicated and most important work. They have a high degree of professionalism up and down the firm. The depth of their quality differentiates them."

"Their institutional knowledge of our company impresses us and they can view any transaction from our perspective and come up with best legal advice." 

Work highlights Acted for Loblaw on its acquisition of Shoppers Drug Mart.

Acted for Brookfield Property Partners on its acquisition of the remaining stake in Brookfield Office Properties.

Notable practitioners  

Sharon Geraghty "is a no-nonsense lawyer - she zeroes in on the important issues and gets deals done." She acted for Endo Health Solutions on its CAD2.7 billion acquisition of Paladin Labs to create Endo International.

James Scarlett advised Equity Financial Holdings on a proxy contest and shareholder strategic initiative which sought to change the board of directors and management of the company.

Matthew Cockburn "is very pragmatic and a highly experienced, wise M&A lawyer. He has got great business sense and great legal skills." He represented the Canadian Pension Plan Investment Board in its acquisition of Neiman Marcus in conjunction with Ares Management.

Don Bell advises on corporate and M&A matters in the mining and energy sectors, as well as foreign inbound investment. He has significant experience handling matters involving Japan.  

Karrin Powys-Lybbe was part of the Torys team acting for Brookfield Property Partners on its acquisition of the remaining interest in Brookfield Office Properties. One source said: "She's really supportive of us; she anticipates what we're trying to do, takes ownership of the project and moves it along."

John Emanoilidis is the co-head of the firm's M&A practice. In notable highlights, he acted for BlackBerry in relation to a strategic review and proposed sale to a group of institutional investors.

Kevin Morris acted for Accelero Capital Holdings on its proposed takeover of Manitoba Telecom Services. One source said: "He works hard to avoid problems, which is what you want. He thinks creatively and is very client service-oriented."

Cornell Wright acted for Brookfield Property Partners on its transaction to purchase Brookfield Office Properties and was also involved in the Loblaw/Shoppers deal. One source said: "He gives practical advice and his expertise is really useful."

Peter Jewett advises on domestic and international M&A and corporate finance transactions. He acted for Loblaw on its acquisition of Shoppers Drug Mart.

Patricia Koval has significant experience advising on REIT transactions. She is the co-chair of the firm's India group.

Significant clients Scotiabank, Thomson Reuters, Fairfax Financial Holdings, Ontario Teachers’ Pension Plan Board, Shell.

第二等 |

Basic facts about the department
- 59 partners
- 34 other qualified lawyers

What the team is known for Acts for companies, management and boards of directors on a wide range of domestic and cross-border corporate and M&A transactions as well as proxy battles and hostile takeovers. The firm represents clients in the mining and natural resources sectors as well as in telecommunications, banking and real estate transactions.  

Strengths (Quotes mainly from clients)

"The firm is very professional and the lawyers are straightforward to deal with. They have a very good M&A practice."

"They are a good closing machine - they are streamlined and efficient. They are good at cross-border work and good at managing other local counsel on a file."

Work highlights Acted for Augusta Resource on an unsolicited takeover bid by Hudbay Minerals.

Acted for Bank of America Merrill Lynch on the financing for the acquisition of Shoppers Drug Mart by Loblaw.

Notable practitioners  

Vincent Mercier "is one of the top M&A guys in Canada. He can deal with any complex file and his capacity for work is amazing. He is excellent technically, very business-minded, proactive and solutions-oriented." He acted for Shaw Communications on its sale of Mountain Cablevision to Rogers Communications.

William Ainley "is that one trusted adviser you need. You can pick up the phone and he'll give you his view - he takes the time to understand all the streams of a transaction." He recently advised Brookfield Office Properties on its takeover by Brookfield Property Partners.

Patricia Olasker acted for Bank of America Merrill Lynch as financial adviser in connection with the financing of Loblaw's acquisition of Shoppers Drug Mart. One source said: "She's highly responsive and good at issue-spotting."

Peter Hong advised Ontario Teachers' Pension Plan Board on its equity investment into Hudson's Bay to finance its takeover of Saks. One source said: "He not only identifies issues but also solves them. I have confidence when he gives us advice."

Significant clients Barrick, Pershing Square Capital Management, Glencore Xstrata, Minmetals Resources, Alimentation Couche-Tard.

Band 2 | Goodmans LLP

第二等 |

Basic facts about the department
- 49 partners
- 39 other qualified lawyers

What the team is known for A wide-ranging practice encompassing M&A, capital markets and corporate governance. A strong track record advising REITs on domestic and cross-border transactions, with additional experience acting on transactions in the mining and wider resource sector as well as the technology, healthcare and senior housing areas. The firm also has notable experience in shareholder activism, including proxy contests.

Strengths (Quotes mainly from clients)

"Their responsiveness, expertise, accessibility to senior partners at virtually any hour of the day as well as their business-savvy and constructive approach to getting deals done impresses me."

"They are extremely knowledgeable and experienced; they offer very practical and useful advice." 

Work highlights Acted for Revera on its acquisition of a 76% interest in Sunrise Senior Living.

Acted for the special committee of Crombie REIT on the CAD991.3 million acquisition of real estate assets from Sobeys as part of its transaction to purchase Canada Safeway.

Notable practitioners 

Leading lawyer Stephen Halperin acted for the special committee of Maple Leaf Foods in connection with the acquisition of Canada Bread by Group Bimbo.

Jonathan Lampe represented Hudbay Minerals in its unsolicited takeover bid for Augusta Resource. One source said: "His judgement goes far beyond strict legal advice and his approach is practical. He is always available for us and never disappoints."

Stephen Pincus "can steer matters in the right direction by asking the right questions and through his wide-ranging knowledge and practical experience. He quickly deals with and overcomes roadblocks; he is a master at moving the deal forward." He led the firm in its work for Revera on the acquisition of a majority interest in Sunrise Senior Living.

Neill May "is a very good lawyer who is easy to deal with, smart, practical and works well with other lawyers to get deals done." He co-heads one of the firm's business law groups.

Robert Vaux "is very practical and able to get to the nub of an issue very quickly. He will find a solution that is realistic." He acted for Richardson GMP on its acquisition of Macquarie Private Wealth.  

Firm chair Dale Lastman advises on corporate, M&A and securities matters.

Significant clients Brookfield Asset Management, Canaccord Financial, Maple Leaf Sports & Entertainment, Canada Pension Plan Investment Board, Four Seasons Hotels & Resorts.

第二等 |

Basic facts about the department
- 61 partners
- 75 other qualified lawyers

What the team is known for Represents a wide range of clients in the financial services sector, including pension funds in M&A transactions. Regularly acts on transactions involving US and foreign companies acquiring assets in Canada. The firm also advises companies in the telecommunications, natural resources and technology sectors on M&A, securities and corporate reorganisation matters.

Strengths (Quotes mainly from clients)

"They are an impressive, practical firm. They provide clear and actionable advice and they have very good M&A expertise and experience."

"They have a rare combination of pragmatism, business sense and expertise. They are proactive and attentive to our needs."  

Work highlights Acted for CIBC on the sale of 50% of its Aeroplan Visa credit card portfolio to TD Bank.

Acted for Mattel on a CAD460 million transaction to acquire Mega Brands.

Notable practitioners 

Garth Girvan "is one of the best you can get - he's very hands-on and extremely strategic and knowledgeable," sources say. One interviewee enthused: "He is a top-drawer lawyer in M&A and securities matters."

Cameron Belsher is well regarded in Vancouver for his experience acting on M&A and capital markets matters in the mining, natural resources and technology sectors.

Graham Gow is recognised for his M&A and securities expertise. Sources say: "He is extremely co-operative and helpful."

Vancouver-based Richard Balfour advises on corporate finance, corporate governance and M&A transactions.

David Tennant is rated for his experience acting on securities-related M&A transactions. Notably, he acted for Fairfax Financial Holdings on its USD1.25 billion investment in BlackBerry.

Clemens Mayr acts on M&A and corporate finance matters. One source said: "He is a very good lawyer with good business sense."

David Woollcombe acted for CIBC on the aforementioned sale of part of its Aeroplan Visa credit card portfolio. He co-heads the M&A group alongside David Tennant.

Frédéric Cotnoir acted for Desjardins Financial Group on its acquisition of State Farm Canada's businesses. One source said: "He works very hard and is very good at managing his team. He's very practical and pushes the right points in negotiations."

Robert Brant is the managing partner of the firm's London office and acts on international M&A and securities transactions, with notable experience in the energy and natural resources sectors.  

Significant clients BCE, TD Bank, Surge Energy, Petrominerales, OMERS.

第三等 |

Basic facts about the department
- 131 partners
- 85 other qualified lawyers

What the team is known for Well-regarded M&A and capital markets expertise, and a significant presence in the mining and energy sectors. Also handles large transactions in the telecommunications and retail sectors as well as representing a large number of financial services companies. Benefits from the support of offices in the UK, France and South Africa to act on cross-border transactions.

Strengths (Quotes mainly from clients)

"We rely heavily on their expertise and we are really happy with everything they do."

"They know the company and how we function, which makes the rapport easier. They are efficient, know the market well and have a good reach outside Canada as well."  

Work highlights Acted for Scotiabank and a syndicate of lenders in connection with the purchase of Safeway by Empire and Sobeys.

Advised Caisse de dépôt et placement du Québec as principal shareholder of BRP in the latter's IPO and two secondary offerings of subordinate voting shares.

Notable practitioners 

Jon Levin has significant experience across M&A, financing and restructuring transactions. He recently represented the West Edmonton Mall Property in its raising of CAD900 million through the private placement of 10-year bonds.

William Orr is well regarded for his representation of boards of directors and special committees in corporate governance matters. He also advises on a wide range of securities matters.

Robert Paré acts on M&A, governance and financing matters. One source said: "He is a sophisticated, experienced, practical and business-minded lawyer."

Aaron Atkinson "is very pragmatic, and 100% committed to looking after the client's interests." He acts on corporate governance, corporate finance and M&A transactions.  

Significant clients Canadian Pacific Railway, Eldorado Gold, CGI Group, AuRico Gold, Magna International.

第三等 |

Basic facts about the department
- 92 partners
- 49 other qualified lawyers

What the team is known for Represents a range of stakeholders in public and private M&A and securities matters. Also advice on proxy contests and related shareholder activism matters. The firm is noted for its strength in the energy, mining and financial services sectors and for its national and international platforms.

Work highlights Acted for Pacific Rubiales Energy on its USD1.6 billion acquisition of Petrominerales and related bond financing.

Acted for the special committee of KEYreit on its defence of a hostile takeover bid from Huntingdon Capital and subsequent sale to Plazacorp.

Notable practitioners 

Terence Dobbin advises on cross-border M&A transactions and related financings. He recently acted for Richardson GMP on its acquisition of Macquarie Private Wealth.

Robert Engbloom QC is "a can-do lawyer who enjoys a very good reputation in Calgary." He advised Barrick Gold on the divestiture of its Canadian assets held by Barrick Energy.

Norman Steinberg, Ad E is based in Montréal and is the global vice-chair of the firm. He has experience acting on M&A, privatisation and corporate governance matters.

Andrew Fleming is the managing partner of the firm's Toronto office. He operates a wide-ranging M&A and financing practice with notable expertise in the financial services and mining sectors. 

Peter Noble is based in London and advises on capital markets transactions worldwide. One source said: "He is very responsive to any queries we have, is diligent and understands us as a client. He takes ownership over our files, is proactive in raising important issues, and we trust his advice."

Significant clients Agrium, ArcelorMittal, Petronas, Royal Bank of Canada, TELUS.

第四等 |

Basic facts about the department
- 52 partners
- 42 other qualified lawyers

What the team is known for Notable expertise acting for clients in the energy and resources sector on a range of matters including hostile takeovers, IPOs and securities offerings. Additional experience of private equity transactions and venture capital investments in the technology sector. The firm also acts for clients on cross-border M&A and income trust transactions.

Strengths (Quotes mainly from clients)

"I like that they give you what you need and nothing that you don't. They don't waste time with things that are unimportant for the business side of the deal." 

Work highlights Acted for Osisko Mining on an aborted hostile takeover bid by Goldcorp.

Acted for the special committee of CML HealthCare on the takeover of the company by LifeLabs Medical Laboratory Services.  

Notable practitioners 

Perry Spitznagel QC is the vice-chair of the firm and managing partner of the Calgary office. He handles a wide range of domestic and cross-border M&A and other corporate transactions.

Alan Bell is based in Toronto and advises clients on international and Canadian M&A transactions and corporate reorganisations. 

William Osler co-heads the firm's capital markets and M&A practice, with notable experience in the energy and infrastructure sectors.

Significant clients Lone Pine Resources Canada, Darling International, Klondex Mines, Zedi, Parkland Fuel.

第四等 |

What the team is known for Well-known Calgary-based firm with a strong focus on energy and natural resources deals. Advises on domestic and international M&A, debt and equity public offerings and private placements of securities. Clients include infrastructure and energy companies.

Notable practitioners 

William Maslechko advises on a wide range of securities matters as well as handling corporate governance issues and M&A transactions.

Grant Zawalsky has experience advising on acquisitions, private and public securities offerings and corporate governance matters.

第四等 |

Basic facts about the department
- 42 partners
- 15 other qualified lawyers

What the team is known for Highly regarded for its expertise and client base in the mining sector. Advises on domestic and cross-border M&A transactions as well as proxy contests across the resource sector. Also active in the technology, pharmaceutical and retail areas.

Strengths (Quotes mainly from clients)

"They give you great legal advice and are a very entrepreneurial and creative law firm that understands companies that want to takes risks - they push the envelope on the M&A side." 

Work highlights Represented Goldcorp in its unsolicited takeover bid for Osisko Mining.

Acted for International Mining & Infrastructure on its acquisition of Afferro Mining.  

Notable practitioners 

Paul Stein stands out for his "great background in mining" and "is very collaborative and easy to work with," say interviewees. He advised Goldcorp on its hostile bid for Osisko Mining.

Jeffrey Roy is praised by clients for his technical ability and deep understanding of Canadian law. He acted alongside Stein on the Goldcorp transaction and represented Denison Mines in the completion of its unsolicited acquisition of Rockgate Capital.

Mark Bennett advises on M&A transactions and corporate governance matters. One source said: "He is a very talented lawyer who is very user-friendly."

Significant clients New Gold, Renewable Energy Developers, Uranium One, Hecla Mining, Canada Lithium. 

Corporate/M&A - Canada (Foreign Desks)

 -  (Foreign Desks)

What the team is known for Recognised for its representation of Japanese and Canadian clients in cross-border M&A and joint venture transactions. With an office in Tokyo, the firm also handles domestic work. Notable experience acting for clients in the natural resources, banking and real estate sectors. 

Notable practitioners  

Tony McArthur is the managing partner of the Tokyo office. He advises on M&A transactions and corporate matters in the infrastructure, energy and natural resources sector.

Corporate/M&A - Canada (Desks Based Abroad)

 -  (Desks Based Abroad)

What the team is known for A strong track record of advising international clients on their Canadian operations, as well as supporting Canadian clients in outbound work. The firm frequently interacts with other Canadian law firms to provide its clients with comprehensive support across the energy, banking and telecoms sectors.

Notable practitioners

Laurie McFadden in London and Andreas Fabritius in Frankfurt are key contacts for the Canada practice.

What the team is known for Provides US legal advice to Canadian and international clients, including in relation to cross-border M&A transactions as well as accessing the US capital markets. The firm has significant experience advising financial institutions as well as oil and gas, mining and technology industry businesses.

Strengths (Quotes mainly from clients)

"We keep going back to them because we like the service we're getting. They are a Canadian-friendly firm and in M&A and securities they are particularly helpful, as well as with complex cross-border matters."

Work highlights Acted for Canadian Pacific Railway on its public offering of common shares.

Advised Baytex Energy on its USD2.6 billion acquisition of Aurora Oil & Gas.

Notable practitioners  

Christopher Cummings is based in the firm's Toronto office and advises on US securities law and cross-border M&A transactions. His clients include Canadian and US investment banks, underwriters and issuers.

Edwin Maynard is based in New York and leads the firm's Canadian practice group. He focuses on cross-border M&A and corporate finance transactions.

Significant clients Agrium, Caisse de dépôt et placement du Québec, Canadian Natural Resources, TELUS, Turquoise Hill Resources.  

What the team is known for A long-standing office in Toronto works in concert with resources based abroad to advise Canadian issuers on US capital markets matters. The firm also acts for its Canadian, US and international clients on multi-jurisdictional matters including financing, M&A and corporate governance.

Work highlights Acted for ArcelorMittal on the sale of its interest in ArcelorMittal Mines Canada to a consortium led by POSCO and China Steel.

Notable practitioners  

Jason Lehner is the managing partner of the Toronto office.

What the team is known for Advises on US legal matters in connection with cross-border M&A and securities transactions as well as a wide range of financing matters. The firm's international client base includes financial institutions as well as companies in the natural resources, life sciences and industrial sectors. The Toronto office also represents Canadian clients in litigation, tax and antitrust matters, among other areas of expertise.

Work highlights Acted for Valeant Pharmaceuticals on its USD8.7 billion acquisition of Bausch & Lomb.

Notable practitioners 

Christopher Morgan and Riccardo Leofanti are key contacts.

Other Ranked Lawyers 其他上榜律师

William Jenkins is the global vice-chair of Dentons Canada LLP and enjoys a strong reputation in Calgary, from where he provides advice on corporate governance matters and M&A transactions.

Foreign Experts

Francois Duquette left Casablanca in 2014 to head up the Toronto representative office of Allen & Overy (Canada) LLP. Prior to this, he built up an active banking and capital markets practice, frequently representing leading financial institutions in their operations in Morocco. Sources also highlight his energy work.

Dan Kraft of Kraft Advogados Associados is based in Montréal and has notable expertise and experience of Brazilian corporate and financing matters.

Stephen Wortley of McMillan LLP divides his time between the firm's Vancouver and Hong Kong offices, and is the co-chair of the China practice group. He handles cross-border M&A and securities transactions, acting for both Chinese and Canadian clients.

Foreign Experts (Based Abroad)

In Santiago, Rony Zimerman of Bofill Mir & Alvarez Jana Abogados has significant experience of corporate and commercial transactions and foreign investment matters in the energy and natural resources sector.

Tony McArthur of Davis & Takahashi 

Christopher Barry is the chair of the Canada practice at Dorsey & Whitney LLP. Based in Seattle, he acts on public and private securities offerings, with wide experience handling M&A transactions, shareholder disputes and proxy contests.

Ulrich Wolff of Linklaters in Frankfurt advises banks and other financial institutions on corporate finance and M&A transactions, and is regularly engaged in Canada-related matters.

Foreign Experts

Foreign Experts are individuals with expertise in a different jurisdiction to the one they are based in. These individuals are particularly highly regarded for international and cross-border work. Usually, they will be identified in the jurisdiction in which they are based and in their country of expertise.

Senior Statesman

A 'Senior Statesman' is a lawyer who no longer works hands-on with the same intensity but who, by virtue of close links with major clients, remains pivotal to the firm’s success.

Eminent Practitioners

'Eminent Practitioners' are highly influential lawyers in a particular practice area who, due to managerial or client relationship commitments, are less active in day-to-day work but remain key players in the team.

Other Noted Practitioners

Other Noted Practitioners are individuals who have not yet been ranked but are seen to be active and accomplished in this area of law.

Other Noted Firms

Other Noted Firms are firms that have not yet been ranked but are seen to be active and accomplished in this area of law.