Canada : An Introduction to Corporate/M&A

Contributed by Kevin Thomson & Peter Hong, Davies Ward Phillips & Vineberg LLP

Market Update 

M&A activity in Canada continued at a sluggish pace in 2013. A significant decline in activity in the mining and oil and gas sectors, traditional stalwarts of Canada's resource-based economy, was somewhat offset by strong activity in the real estate and retail sectors.

Declining and volatile commodity prices were key factors leading to the dearth of activity in the mining sector. With stabilising commodity prices and valuations that are substantially lower than those in effect 18 months ago, we expect the mining sector in Canada to increase its pace of activity in 2014. We also anticipate more focus on 'merger of equals' transaction structures, in which mining companies of similar size seek to combine on a no, or very low, premium basis in order to enhance shareholder value by capturing synergies and reducing overall expenditure levels.

Unsolicited Takeover Bid Regime 

In March 2013, the Canadian securities regulators proposed new rules for the regulation of shareholder rights plans. Currently, a bidder making an unsolicited takeover bid for a public company can apply to securities regulators for an order nullifying the target’s rights plan. With a few exceptions, the securities regulators have nullified rights plans within 45 to 70 days of the bid, based on the principle that shareholders must be given the opportunity to choose between the bid and any alternatives proposed by management.

The proposed rule would shift decision-making regarding rights plans from securities regulators to shareholders by allowing a rights plan adopted by a target board to stay in place, provided shareholder approval is obtained within a specified period of time. The principal implication is that a target company would be able to forestall an unsolicited bid for at least 90 days, which increases the amount of time available to seek out alternatives and provides greater leverage in negotiations with an unsolicited bidder. Where a bidder cannot reach agreement with the target board, a shareholder vote to terminate (or fail to approve) a rights plan would be essential to the success of the bid.

The Canadian securities regulators also proposed changes to Canada's early warning regime. The purpose of the early warning regime is to ensure the market is advised on a timely basis of accumulations of significant blocks of securities. Currently, investors are required to publicly disclose when their share ownership reaches 10% or more of the voting or equity securities of a public company. The principal proposed changes include reducing the reporting threshold from 10% to 5% and to include holdings of equity-equivalent derivatives in the calculation.

The proposed rules would have important implications for bidders in designing strategies for unsolicited bids. The comment period for the proposed rules has expired but it remains to be seen if and when, and in what form, the proposed rules may come into force.

Foreign Investment Review 

Direct foreign acquisitions of control of Canadian businesses above specified dollar thresholds are subject to review under the Investment Canada Act (ICA) to determine whether they are likely to be of 'net benefit' to Canada.

There has been an increased focus on foreign investment review in recent years, with BHP's proposed unsolicited acquisition of Potash Corporation of Saskatchewan in 2010 being withdrawn following the Canadian government's announcement that it would be unlikely to be approved. In December 2012, when the Canadian government approved the acquisition of Nexen by CNOOC, a Chinese state-owned enterprise (SOE), and the acquisition of Progress Energy by Petronas, a Malaysian SOE, it announced restrictions on further SOE investments in the Canadian oil sands sector and possibly other concentrated sectors. Also, while the government previously proposed to progressively increase the dollar thresholds that trigger a 'net benefit' foreign investment review, investments by SOEs will not benefit from the escalation of the thresholds.

More recently, in October 2013, the Canadian government rejected the proposed acquisition by Accelero of Allstream on the basis of national security concerns. Pursuant to the ICA's national security review process, which is separate from the net benefit review, the Canadian government can reject a foreign investment if it would be injurious to national security. Although we are aware of a small number of other transactions that have been abandoned as a result of national security concerns, this appears to be the first time since the national security review provisions were added to the ICA in March 2009 that the Canadian government has rejected a proposed investment on national security grounds following a completed review. The announcement of the Canadian government noted that Allstream operates a national fibre-optic network that provides critical services, including to the government, but did not otherwise provide any explanation of the grounds that led to its decision.

As a result of these developments, successfully navigating the foreign investment review process has become one of the most important issues for a foreign entity considering an acquisition in Canada. While the vast majority of foreign acquisitions of Canadian businesses are unlikely to raise ICA concerns, it is important that non-Canadian investors carefully consider any potential issues at the early stages of their transaction planning. 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.

Corporate/M&A - Canada


第一等 |

Basic facts about the department
- 94 partners
- 82 other qualified lawyers

What the team is known for Significant strength and depth across Canada's major financial centres. Acts on large and high-profile domestic and cross-border M&A files, with extensive experience in advising on international inbound transactions. Additional expertise in proxy contests and shareholder activism, while experience relating to India also garners praise.

Strengths (Quotes mainly from clients)
All-rounders: "They have smart, sophisticated lawyers and provide good support across different legal areas – they have the full offering."

Work highlights Acted for H&R Real Estate Investment Trust on its CAD2.75 billion acquisition of Primaris Retail REIT and subsequent agreement to sell a portfolio of 18 Primaris properties to a syndicate led by KingSett Capital.

Represented Agrium in its contribution of CAD1.8 billion to acquire Viterra's Agri-Products business division as part of the CAD6.1 billion acquisition of Viterra by Glencore.

Notable practitioners  

Patrick Finnerty has a vast amount of experience in oil and gas transactions and was one of the key lawyers acting for Nexen on its CAD15.1 billion acquisition by CNOOC. One source said: "He's terrific. He knows the market, is smart and his clients really like him. It's comforting to have him on the files we're working on."

Firm chair Brock Gibson QC is "one of the drivers of the Western Canadian profile at Blakes." He is well regarded for his expertise in corporate finance, M&A and private equity matters. 

Jeffrey Lloyd has an extremely strong capital markets and M&A practice, and a stellar reputation in the market. Sources say: "He is a very talented lawyer who gets things done very effectively."

Christopher Hewat focuses on M&A, corporate finance and private equity matters. Notably, he acted for The Brick on its CAD700 million acquisition by Leon's Furniture.

Michael Gans led on H&R REIT's acquisition of Primaris Retail REIT. He has a broad practice acting on both domestic and cross-border M&A transactions. One source describes him as "a skilled lawyer who has a good client following."

Frank Arnone operates a wide-ranging M&A and corporate finance practice. He recently acted for CVC Capital Partners on the Canadian aspects of its recapitalisation of Cunningham Lindsey Group to acquire majority ownership from Stone Point Capital and Fairfax Financial.

Craig Thorburn acted for Akzo Nobel on the USD1 billion sale of its North American Decorative Paints business to PPG Industries.

David Jackson is senior counsel at the firm and practises primarily in the area of securities law. 

Sunny Handa co-heads the firm's India practice group. His expertise encompasses technology transactions, life sciences and health law, e-commerce and data protection.

Geoffrey Belsher manages the firm's New York office and is described as "a go-to person for Canadian corporate law questions. He is very knowledgeable, responsive and practical."

David Glennie is the managing partner of the firm's London office, and advises on international M&A and corporate finance transactions with a focus on natural resources.  

In Beijing, Robert Kwauk regularly assists Chinese companies with their North American investments.

Significant clients Suncor Energy, ENMAX, Element Financial, Kinross Gold, ExxonMobil Canada.

第一等 |

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

What the team is known for A go-to firm for large M&A transactions, with notable strength acting out of Toronto and Montréal. Significant experience in respect of both negotiated and hostile takeovers. Regularly handles complex multi-jurisdictional deals and proxy campaigns.

Strengths (Quotes mainly from clients)
Expertise: "They have got some seriously heavy hitters on the M&A side. They are strong on the private equity side as well." 

Work highlights Acted for Maple Group Acquisition on its unsolicited USD3.8 billion takeover of TMX Group.

Represented JANA Partners in its proxy campaign to elect nominees to the board of directors of Agrium.

Notable practitioners  

Vincent Mercier represents financial institutions, telecoms companies and retail companies in M&A deals as well as capital markets transactions. Sources say: "He is really spectacular."

William Ainley acted for BHP Billiton on the USD500 million sale of its diamonds business to Harry Winston Diamond Mines.

2012 saw Patricia Olasker act for Pershing Square Capital Management on its successful proxy contest relating to Canadian Pacific Railway. Sources say: "She's a great communicator, an incredible advocate for her clients and a very talented lawyer." Olasker regularly advises Chinese companies on Canadian M&A.

Peter Hong was part of the team that acted for Jaguar Mining on its strategic review process and attempt to sell the company. One source said: "He's no-nonsense and very experienced, and will focus on what matters in a deal." 

Significant clients Barrick Gold, MMG, ONEX, Schlumberger, Alimentation Couche-Tard.

第一等 |

Basic facts about the department
- 51 partners
- 70 other qualified lawyers

What the team is known for Highly regarded for real estate and REIT consolidation transactions. Active on large proxy contests and significant inbound investment deals, with a focus on the natural resources sector.

Strengths (Quotes mainly from clients)
Dedication: "They are available 24 hours a day and are creative in their approach. They have excellent lawyers who provide incredible support."

Work highlights Acted for TELUS on the proposed collapse of its dual-share capital structure and related proxy battle against Mason Capital.

Acted for a consortium of investors led by Korean steel manufacturer POSCO on the USD1.1 billion acquisition of ArcelorMittal's Canadian metals and mining business.

Notable practitioners  

Firm chair Clay Horner acted for Goldman Sachs and RBC Capital Markets as financial advisers to the board of directors of Nexen on the company's takeover by CNOOC. Sources say: "He is one of the people you call up first."

The experienced Jean Fraser advises on M&A, financing and corporate governance. She acted for the special committee of the board of directors of Inmet Mining on its defence strategy and response to a hostile takeover bid by First Quantum Minerals.

Robert Desbarats QC specialises in M&A and corporate finance matters in the oil and gas and power generation sectors.

Douglas Bryce regularly acts on high-level M&A transactions, including matters with a US component. In highlights, he advised Corus Entertainment on its USD500 million acquisition of speciality television channels and Canadian radio stations from Bell Media.

Practice group co-chair Douglas Marshall acted for Royal Bank of Canada on its CAD4.1 billion acquisition of Ally Credit Canada from Ally Finance.

Mark Trachuk has a strong reputation for private equity, M&A and corporate finance matters. He recently acted for Entertainment One on its USD225 million acquisition of Alliance Films.

Jeremy Fraiberg was part of a team that acted for the Ontario Teachers' Pension Plan Board-led private equity consortium on its acquisition of Q9 Networks.

Emmanuel Pressman co-chairs the firm's M&A practice group. Notably, he acted for KingSett Capital on its hostile takeover bid for Primaris Retail REIT and subsequent scheme of arrangement with Primaris REIT.

Brian Levitt continues to be an important resource for the firm in corporate governance and M&A matters.

Significant clients Dundee Realty, Valeant Pharmaceuticals, Magna International, Walter Energy, RBC Capital Markets.

第一等 |

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

What the team is known for Prominent on some of the largest M&A deals across the country, with notable expertise in acting on both international inbound and outbound transactions. Regularly advises private equity clients and foreign acquirers, including state-owned enterprises.

Strengths (Quotes mainly from clients)
Commercial awareness: "The firm has impressed me with its creativity and commercial sensitivity. They are also available day and night, and frequently on short notice. They are extremely dedicated to providing timely and strategic advice."

Pragmatic advice: "They are extremely high-quality and have a results-oriented, practical approach."

Work highlights Advised JSC Atomredmetzoloto (ARMZ) on its CAD1.3 billion acquisition of the remaining common shares of Uranium One, and on its subsequent going-private transaction.

Acted for AltaGas on its USD1.135 billion acquisition of SEMCO Holding from Continental Energy Systems.

Notable practitioners  

William Braithwaite acted on CNOOC's USD19.5 billion acquisition of Nexen (and its debt). Interviewees say he is "one of the captains and commanders of deals – he can manage a team on a deal like very few can. He gives great comfort to the client and has the ability to focus on what's important in a deal and how to get it done." One source added: "He is a superb lawyer and one of the leading guys in town."

Senior partner Sidney Horn is "one of the pre-eminent corporate/M&A lawyers in Montréal." He continues to advise Astral Media on its sale to BCE.

Simon Romano acted for energy services company ShawCor on its publicly announced plan of arrangement to eliminate its dual-class share structure.

The "unbelievably driven and super hard-working" John Ciardullo is head of the firm's capital markets/public M&A group in Toronto. Clients say "he provides not just pure legal advice but strategic and commercial advice as well. John is practical and solutions-oriented." One peer added: "He's a real leader."

John Leopold advises on cross-border public and private M&A transactions. He recently acted as lead Canadian counsel for Bright Food on its CAD1.2 billion acquisition of a 60% stake in Weetabix Food from Lion Capital. 

Brian Pukier is active on securities transactions, including cross-border M&A and corporate finance work. 

Jeffrey Singer acts on national and international M&A deals as well as private equity matters. He continues to represent Richardson International in connection with Glencore's acquisition of Viterra. 

Jean Marc Huot is described by sources as "knowledgeable; someone who understands business points and thinks outside the box."

Christopher Nixon is based in Calgary, from where he advises oil and gas companies and investment dealers on a range of corporate transactions. He was involved in the CNOOC transaction alongside William Braithwaite and John Ciardullo.

Edward Waitzer has a wide-ranging corporate/M&A practice and also leads the firm's corporate governance group. He was part of a team that acted for Manitoba Telecom Services on the CAD520 million sale of its Allstream business to Accelero Capital Holdings. He is also recognised for his work relating to Chile, which includes working with business organisations fostering connections between the Canadian and Chilean markets. 

London managing partner Derek Linfield regularly acts on international transactions, including public M&A files and corporate reorganisations. In Canadian highlights, he advised Endeavour Mining on its acquisition of Avion Gold.

Sherry Roth leads the firm's debt capital markets and banking practices at the London office. 

Band 1 | Torys LLP

第一等 |

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

What the team is known for Highly regarded for public M&A work across a wide range of sectors, including oil and gas, power, mining and technology, with significant cross-border experience. Regularly advises private equity funds, pension funds and other financial services clients. A significant presence in REIT matters, acting for both issuers and underwriters. 

Strengths (Quotes mainly from clients)
Bench strength: "A very good public M&A group with a lot of depth at both the partner and associate level. I would hire them in a heartbeat for a 'bet-the-company' deal."

Responsiveness: "They're excellent. You get high-quality work from high-quality lawyers who are attentive, responsive and smart."

Work highlights Represented Scotiabank in its USD3.126 billion acquisition of ING Bank of Canada. 

Advised Brookfield Asset Management on the creation and spin-off of Brookfield Property Partners. 

Notable practitioners 

Sharon Geraghty is "a deeply experienced M&A lawyer with significant corporate securities experience." She acted for Rogers Media on its acquisition of the outstanding shares of Score Media. 

James Scarlett acted for Inmet Mining on its CAD5.1 billion acquisition by First Quantum Minerals. He is well respected for both corporate and capital markets work, and is described by sources as "a very practical and clear communicator." 

Matthew Cockburn enjoys a strong reputation for his expertise in M&A and private equity matters. He acted for Peer 1 Network Enterprises on its USD635 million takeover by Cogeco Cable.  

Ian Arellano is active in the mining and financial services sectors. He led the firm in its work for Scotiabank on its acquisition of ING Bank of Canada. 

Richard Balfour has a wealth of expertise in handling securities matters as well as public and private national and international M&A transactions. 

John Emanoilidis co-heads the firm's M&A practice. He acted for Fairfax Financial Holdings and two other shareholders of Fibrek on Resolute Forest Products’ hostile bid for Fibrek. One source said: "He has detailed technical expertise, is an excellent negotiator and has a good depth of knowledge."

Kevin Morris acted for Alamos Gold on its CAD780 million proposed acquisition of Aurizon Mines. 

Cornell Wright co-heads the M&A practice alongside John Emanoilidis and is described by sources as "balanced and extremely focused on clients' objectives." 

Karrin Powys-Lybbe acts primarily on corporate finance and securities law matters. Sources say: "She is smart, pragmatic and responsive – she gives very sound advice and gets the job done."

Peter Jewett is the chair of the firm's corporate and capital markets practice group. He is recognised for his long experience of international M&A and corporate finance transactions. 

Patricia Koval is the co-founder of the firm's India group and a member of the board of directors of the Canada-India Business Council. She acts for a broad range of clients on M&A, corporate finance and corporate governance matters. 

Don Bell  joined the firm in March 2014 from Davis LLP. One client said: "He is very well versed in M&A transactions. He knows the business, so his advice is very practical, which I think is his great strength." Bell frequently acts for Japanese clients on their Canadian operations.

Philip Brown is co-head of the M&A practice group in the firm's New York office. 

Significant clients Thomson Reuters, TMX Group, TD Bank Group/TD Securities, Ontario Teachers' Pension Plan Board, OMERS. 

Band 2 | Goodmans LLP

第二等 |

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

What the team is known for Strength and depth across M&A and capital markets transactions and corporate governance work, including shareholder activism. A significant profile in the REIT and income securities sector. Regularly acts on cross-border and international M&A deals. 

Strengths (Quotes mainly from clients)
Results-oriented: "An excellent firm – very strong in its delivery of results."

Work highlights Acted for Uranium One on the CAD1.3 billion acquisition by ARMZ of the remaining shares of the company and agreement to take Uranium One private.

Represented Clairvest Group, as shareholders of PEER 1 Network Enterprises, in connection with PEER 1's USD635 million takeover by Cogeco Cable. 

Notable practitioners  

Stephen Halperin is described as "a brilliant lawyer who is practical, knowledgeable and strategic." He is co-chair of the firm's corporate securities group and acted for H. Paulin & Co on its takeover by The Hillman Companies. 

Jonathan Lampe regularly advises on international transactions, including the Uranium One going-private transaction. One client said: "He is a great lawyer with great perspective and is a great resource for us." Another added: "He is like an extension of our company."

Neill May acted on the Uranium One file alongside Lampe, and is described as "detailed, accurate and determined - he is a true pro."

Stephen Pincus has a strong reputation for acting on REIT transactions. He acted for HCN – Revera Joint Venture Limited Partnership on Health Care REIT and Revera's creation of a USD1.35 billion joint venture for 47 retirement residences across Canada. 

Robert Vaux "is easy to deal with, gets to the heart of the issue and is very efficient with his time." Alongside Stephen Pincus, he represented IGW REIT in a successful proxy fight concerning the management of Partners REIT. 

Firm chair Dale Lastman has notable experience in public offerings and M&A work. 2013 highlights saw him advise on the successful completion of Astral Media's acquisition by BCE, alongside Robert Vaux. 

Bill Gorman is particularly active on capital markets transactions, regularly advising the Brookfield companies on share offerings and note issues. 

Significant clients Kilmer Sports, Newmont Mining, Canada Pension Plan Investment Board, HudBay Minerals, Atlantic Power. 

第二等 |

Basic facts about the department
- 56 partners
- 72 other qualified lawyers

What the team is known for Well regarded for its M&A capabilities across Canada, with a strong client base in the mining, telecoms and retail sectors. The firm also has a strong track record in acting for private equity companies and pension plans.  

Strengths (Quotes mainly from clients)
Bench strength: "In addition to a very strong senior team, they have a lot of depth in their more junior people and have a great ability to work as a team across offices."

What's new? Former Québec premier Jean Charest joined the firm in 2013 in Montréal. His legal practice encompasses both public and private transactions, corporate governance and trade law. 

Work highlights Acted for Leon's Furniture on its CAD700 million takeover of The Brick. 

Acted for the Maple Group on its acquisition of TMX Group, The Canadian Depository for Securities and Alpha Group. 

Represented Rio Tinto in connection with its acquisition of a USD5.8 billion controlling interest in Ivanhoe Mines. 

Notable practitioners  

Garth Girvan is described as "an amazing securities and M&A adviser. He has significant knowledge of past deals and structures, takes a strong position and provides clear explanations."

Cameron Belsher is "extremely highly regarded in Vancouver." He led the team in its work for Rio Tinto on its investment in Ivanhoe Mines, and is described as "practical and effective – a guy who wants to get deals done."

Graham Gow represented Primaris REIT in its CAD4.6 billion sale to H&R Real Estate Investment Trust. 

Richard Balfour advised Spectra Energy on its USD1.49 billion acquisition of the Express-Platte Pipeline System from Borealis Infrastructure. 

Practice group co-head David Tennant focuses on M&A transactions and acted for Leon's Furniture on its takeover of The Brick. 

Clemens Mayr has a strong capital markets, corporate finance and international financing practice based in Montréal. One client said: "He has a good decision-making process and is very knowledgeable about what can and can't be done." 

René Sorell regularly acts on contested takeover bids, proxy battles and shareholder disputes. 

David Woollcombe advises on local and international acquisitions, divestitures and reorganisations. 

Robert Brant is the managing partner of the firm's London office, from where he focuses on international M&A work as well as international securities offerings. 

Significant clients Agrium, BCE, Cogeco Cable, Glencore International, Shaw International.

第三等 |

Basic facts about the department
- 55 partners
- 41 other qualified lawyers

What the team is known for A highly respected firm for oil and gas transactions in Western Canada. Increasing visibility in the mining sector following the addition of 13 new team members in 2013. Additional expertise in technology M&A and capital markets and structured financial products.

Strengths (Quotes mainly from clients)
Client-focused: "I'm very impressed by the way they operate their business. It's client-based – they listen to me and although they give me advice, they don't try and lead me." 

Visibility: "You see them on prominent deals." 

Work highlights Acted for Grupo Modelo on the USD20.1 billion acquisition by Anheuser-Busch InBev of the remaining stake in the company.

Acted for PetroChina International Investment on its joint venture with Encana to develop the Duvernay land holdings in Alberta.

Advised Crius Energy Trust on its CAD100 million IPO.

Notable practitioners  

Perry Spitznagel QC is "a serious force in Calgary." He is vice-chairman and Calgary managing partner of the firm, and has notable expertise in M&A and corporate governance matters.

Alan Bell advises on international and domestic M&A and joint venture transactions. He acted for Grupo Modelo on its acquisition by Anheuser-Busch InBev.

William Osler is co-leader of the firm's capital markets and M&A practice. He advised Gibson Energy on its USD445 million acquisition of all of the issued and outstanding common stock of OMNI Energy Services.

Marvin Yontef joined the firm from Stikeman Elliott LLP in November 2013. He is active in corporate finance and securities matters, often working with directors, senior officers and director committees.

Significant clients ATCO Group, Sino-Forest, Research In Motion, Plains Midstream.

第三等 |

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

What the team is known for A strong track record in resource-based transactions, with extensive experience in mining M&A and capital markets work. Increasing profile in the REIT space.

Strengths (Quotes mainly from clients)
Practical: "A good firm that provides practical and succinct advice."

Work highlights Acted for silver producer Hecla Mining on its USD514 million acquisition of Aurizon Mines, subsequent to a contest for control of Aurizon initiated by a hostile takeover bid launched by Alamos Gold.

Acted for Starlight Investments on its USD2.3 billion acquisition of TransGlobe Apartment REIT.

Notable practitioners  

Paul Stein "is a hugely important person for Cassels Brock in the mining sector." He notably acted for the special committee of the board of directors of Uranium One on the company's CAD2.8 billion sale to ARMZ.

Mark Bennett represented Yamana Gold in its USD414 million acquisition of Extorre Gold Mines.

Jeffrey Roy acted on the Hecla Mining deal, and on the Uranium One/ARMZ transaction with Paul Stein. Sources say: "He is responsive and intelligent, and gives great practical advice."

Significant clients Primaris Retail Real Estate Investment Trust, Elgin Mining, Alderon Iron Ore, New Gold, CF Industries Holdings.

第三等 |

Basic facts about the department
- 129 partners
- 82 other qualified lawyers

What the team is known for Handles significant M&A transactions in Canada and further afield, with a focus on mining and natural resources deals. Expertise in proxy contests and an increasingly prominent international practice.

Strengths (Quotes mainly from clients)
Expertise: "A service-driven firm with the knowledge required on corporate and M&A matters, and it has good bench strength as well."

Client service: "We particularly like them because of their customer service and the speed in which they react." 

What's new? Fasken Martineau completed its merger with Johannesburg-based Bell Dewar in February 2013.

Work highlights Acted for First Quantum Minerals on its CAD5.1 billion acquisition of Inmet Mining.

Advised Canadian Pacific Railway on its proxy contest with Pershing Square Capital Management.

Notable practitioners  

Jon Levin acted for the administrative agent, co-lead arrangers and lending syndicate to Maple in the CAD3.8 billion acquisition of TMX Group, CDS and Alpha by Maple Group.

William Orr is well regarded for his representation of boards of directors and special committees in M&A matters. One client said: "We were very comfortable with the advice we were getting from him. He was easy to work with and we got along well."

Robert Paré has a strong reputation in Québec for securities matters and special committee work.

Aaron Atkinson is described as "very bright and technically sound." He continues to solidify his reputation for his work on hostile M&A, shareholder disputes and proxy contests.  

Sunny Sodhi focuses on M&A and corporate governance as well as banking regulatory law. His clients include both Canadian and Indian financial institutions.

Significant clients AuRico Gold, Eldorado Gold, ArcleorMittal Dofasco, Scotiabank, CGI Group.

第三等 |

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

What the team is known for Stands out for cross-border M&A transactions, advising both domestic and  international clients. A strong global platform for mining and energy.

What's new? The Norton Rose Group merged with US-based Fulbright & Jaworski LLP in June 2013 to form Norton Rose Fulbright.

Work highlights Advised ArcelorMittal on its USD1.1 billion sale of a 15% interest in an iron ore mine in Labrador, together with associated rail and port infrastructure, to a consortium of investors led by Korea’s POSCO.

Acted for Malaysia's Petronas on its CAD5.8 billion acquisition of Progress Energy.

Notable practitioners  

Terence Dobbin has extensive international experience and regularly acts on cross-border matters. In highlights, he advised Pacific Rubiales Energy on its CAD668 million acquisition of C&C Energia and CAD230 million acquisition of PetroMagdalena Energy.

Robert Engbloom QC is described as "highly regarded" and a "great guy and adviser." Recent work highlights include representing a special committee of the trustees of Enbridge Commercial Trust in its CAD1.164 billion acquisition of assets from Enbridge.

Norman Steinberg, Ad E is the global co-chair of the firm and chairman of Norton Rose Fulbright Canada. He has broad experience in M&A, corporate finance and privatisation matters, in both Canada and the USA.

Andrew Fleming is the managing partner of the Toronto office. His expertise encompasses company, securities and banking law.

Peter Noble is based in London, from where he frequently acts for Canadian issuers on the international debt markets as well as for foreign clients in Canadian securities offerings.  

Significant clients Agrium, Barrick Gold, Crescent Point Energy, Royal Bank of Canada, Resolute Forest Products.

第四等 |

Basic facts about the department
- 77 partners
- 22 other qualified lawyers

What the team is known for Handles large M&A matters across a wide variety of industry sectors, including energy and natural resources, real estate and financial services. Well respected nationally for fund formation and management. 

Work highlights Advised the Canada Pension Plan Investment Board and the Canadian Depository for Securities on Maple Group's takeover of TMX Group.

Acted for Celtic Exploration on its CAD3.2 billion acquisition by ExxonMobil.

Notable practitioners  

Jeffery Barnes acted for CPPIB and the Canadian Depository for Securities on the transactions related to Maple Group's acquisition of TMX Group.

Significant clients Pan American Silver, Dominion Diamond, Eldorado Gold, Finning Canada, Fiera Axium Infrastructure.

第四等 |

What the team is known for A well-known Calgary-based firm with a strong reputation for energy M&A, private equity and financing. The firm also advises on competition and Investment Canada issues in relation to cross-border deals.

Strengths (Quotes mainly from clients)
Visibility: "If there's anything important in Calgary they're on it." 

Notable practitioners  

William Maslechko is described as "a fabulous transactional lawyer." He is particularly visible on oil and gas-related corporate and M&A transactions.

Grant Zawalsky has a prominent reputation in Calgary, with one source describing him as a "strong, hard-working lawyer with sound and practical skills."

Corporate/M&A - Canada (Foreign Desks)

 -  (Foreign Desks)

What the team is known for Has a long history of advising on corporate matters involving Japan, representing clients in the country by way of its association with Japanese law firm Davis & Takahashi. The firm acts on both outbound and inbound multi-jurisdictional transactions.

Work highlights Acted as Canadian counsel to Marubeni Corporation and Marubeni America in connection with the sale of their subsidiary, CoActiv Capital Partners, to Element Financial.

Notable practitioners  

Tony McArthur is the managing partner of the firm's Tokyo office. He acts for Japanese, Canadian and other foreign clients.

Foreign Desks Japan is the most notable focus for the firm, and it is the only Canadian practice to have an associated firm on the ground there.

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

 -  (Desks Based Abroad)

What the team is known for This London-headquartered firm regularly advises Canadian clients on a wide variety of outbound work, including acquisitions, joint ventures and capital markets transactions. The firm also acts for international clients on the establishment of their Canadian operations, and on cross-border transactions with a Canadian component. Areas of expertise include banking and financial services, energy and resources and telecommunications.

Work highlights Acted for business and technology services company Logica on its GBP1.7 billion acquisition by Canadian company CGI.

Notable practitioners  

Laurie McFadden is a key partner in London for Canada-related work.

What the team is known for Significant expertise in US and Canada cross-border transactions. The firm advises on capital markets as well as large M&A deals, and has three partners resident in Toronto. Especially active in the energy and natural resources sector.

Strengths (Quotes mainly from clients)
Expertise: "They spend a lot of time in Canada and devote a lot of resources to covering Canada. They have a good understanding of the difference between how deals are done in Canada and the USA, both culturally and legally."

Work highlights Acted for Morgan Stanley as lead underwriters on a series of public offerings in the USA by Sprott Physical Silver Trust and Sprott Physical Gold Trust.

Notable practitioners  

New York-based Edwin Maynard is head of the firm's Canadian practice group. He is regularly involved in public M&A transactions, hostile and friendly takeovers, and acting for public companies. Notably, he was involved in the 2013 takeover of Nexen by CNOOC. 

In Toronto, Christopher Cummings "is a superbly talented lawyer who brings a skill set that combines the expertise and experience in respect of US law and practice that one would expect of partners at a pre-eminent US firm, and a deep and refined knowledge of the law, practice and players in Canada that allows him to be particularly effective."

Significant clients Agrium, Credit Suisse, Canadian Natural Resources, Resolute Forest Products, Encana.

What the team is known for Advises exclusively on US law from its office in Toronto. Heavily involved in major US/Canada cross-border transactions, and regularly acts for Canadian issuers on accessing the US capital markets. Also represents Canadian and US financial institutions in M&A and corporate governance matters.

Strengths (Quotes mainly from clients)
Market standing: "They have a great historical presence in Canada."

Work highlights Acted for ArcelorMittal on the CAD1.1 billion sale of its interest in ArcelorMittal Mines Canada to a consortium led by POSCO and China Steel.

Notable practitioners

Jason Lehner is managing partner of the Toronto office.

What the team is known for Acts for a wide range of clients on US legal matters such as cross-border debt and equity offerings, securities, corporate governance and M&A files. The firm counts a number of banks and other financial institutions amongst its clients, and is especially active in the energy and industrial sectors.

Strengths (Quotes mainly from clients)
Expertise: "On public markets issues they are formidable competition. They are always on the list of suspects when something of significance is going on."

Notable practitioners  

Christopher Morgan is a key contact in Toronto.

Other Ranked Lawyers 其他上榜律师

William Jenkins of Dentons is well regarded for his securities practice and his handling of debt-related files. He regularly acts for investment dealers and banks, and sources say: "He is a strong practitioner, a great guy to deal with and very professional."

David Lefebvre is head of the corporate finance, M&A and private equity group at Gowlings in Calgary. He is often involved in cross-border M&A and capital markets transactions, and has notable expertise in the oil and gas sector.

Sean Farrell of McMillan LLP advises on securities and public markets transactions and has extensive experience on M&A matters. He acted for Toronto Hydro on its public offering of USD250 million senior unsecured debentures.

Foreign Experts

Formerly of Dentons, Dan Kraft established Kraft Advogados Associados in 2013. He is based in Montréal and has extensive experience in joint venture and international investment transactions in Canada and in Brazil.

Stephen Wortley of McMillan LLP divides his time between the firm's Hong Kong and Vancouver offices, and regularly advises clients on domestic and international corporate and securities matters.

Foreign Experts (Based Abroad)

Rony Zimerman of Bofill Mir & Alvarez Jana Abogados is based in Santiago, from where he handles mining and natural resources transactions. Having trained and worked as a lawyer in British Columbia, he continues to advise Canadian clients on their local projects.

Seattle-based Christopher Barry is the chair of Dorsey & Whitney LLP's Canada practice group. He regularly acts for Canadian clients on US capital markets and cross-border M&A transactions. 

Based in Madrid, Alberto Echarri of Ernst & Young Abogados is the president of the Canada-Spain Chamber of Commerce and often works on matters relating to Canada.

Ulrich Wolff is head of the Canada desk at Linklaters in Frankfurt. He regularly acts for Canadian clients, with a strong focus on corporate finance 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.