Lexpert Magazine

July 2019

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

Issue link: https://digital.carswellmedia.com/i/1148218

Contents of this Issue

Navigation

Page 12 of 24

LEXPERT MAGAZINE | JULY 2019 13 ART OF THE DEAL FEATURES Ripley declined to name the other com- pany but said "the talks went quite far but, in the end, it didn't work out." So late in the fall of 2018, Goldcorp found itself without a dance partner. But it did have a very fortuitous dinner date. In the small world of senior gold min- ers, Newmont and Goldcorp considered themselves friends, companies with similar cultures. e chairmen, CEOs and heads of corporate development used to get together informally a few times a year to schmooze. ey had one such date planned for Dec. 11. It was there, over dinner, that Colorado- based Newmont broached a transaction. e answer was evidently an enthusiastic yes because within days, Neill May, co-chair of the corporate securities group at Good- mans LLP, Newmont's longtime Canadian counsel, had the file on his desk for a proposed US$10-billion acquisition of Goldcorp. Newmont's deal team also included Wachtell, Lipton, Rosen & Katz LLP, its longtime US counsel; White & Case LLP, which did its US regulatory and securities work; and Denver-based Davis Graham & Stubbs LLP, the company's local counsel. e four law firms and Newmont's three financial advisers would liaise constantly over the next few weeks to make sure every- one was reading off the same page. Goldcorp was using its regular counsel at Cassels Brock & Blackwell LLP in Toronto and Neal, Gerber & Eisenberg LLP in Chi- cago as well as two sets of financial advisers. Everyone agrees it was urgent to get the deal done quickly. Holiday and New Year's plans were cancelled. "In a deal of this size there're always con- cerns about other alternatives arising, im- pediments occurring, leaks," says May. "So we were under marching orders to proceed as quickly as possible — or even quicker." Luckily, Goldcorp still had its data room set up, which helped speed things along. e company struck a special committee of independent directors to oversee a friendly Newmont transaction, and it retained Os- ler, Hoskin & Harcourt LLP. Alex Gorka, a corporate partner on the Osler deal team, says when they got the call "we went from zero to 100 in a heartbeat."

Articles in this issue

Archives of this issue

view archives of Lexpert Magazine - July 2019