8 LEXPERT
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2016
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WWW.LEXPERT.CA
Booth, QC, Robert (Bob) T. Bennett Jones LLP
(403) 298-3252 boothb@bennettjones.com
Mr. Booth has a broad commercial practice in the energy and resources
as well as security and defence sectors. He represents clients in the oil
and gas, pipeline, LNG, uranium and electricity sectors, as well as the defence
procurement sector. He advises on purchases, sales, new businesses, joint
ventures and partnerships.
Boislard, Michel Fasken Martineau DuMoulin LLP
(514) 397-7634 mboislard@fasken.com
Mr. Boislard's practice focuses on securities, M&A and corporate finance.
He acts for public and private companies in national and cross-border
matters, and has experience in various sectors, including high-tech and
biotechnology industries.
Boidman, Nathan Davies Ward Phillips & Vineberg LLP
(514) 841-6409 nboidman@dwpv.com
Mr. Boidman is a tax partner advising on international M&A, private-equity
fund activities, financings, joint ventures, partnerships and business trusts.
He counsels on CRA cross-border disputes, including transfer pricing and tax-
related cross-border personal investment matters. He has served, inter alia,
as President of the Canadian branch of the International Fiscal Association.
Bloom, Brian Davies Ward Phillips & Vineberg LLP
(514) 841-6505 bbloom@dwpv.com
Mr. Bloom is a partner and the chair of the Montréal office's Taxation practice
group. His practice focuses on income tax law, with particular emphasis on
cross-border M&A, international tax planning and transfer pricing. Before
entering private practice, he worked for the Department of Finance
and the CRA.
Block, QC, Randall W. Borden Ladner Gervais LLP
(403) 232-9572 rblock@blg.com
Mr. Block is a partner and Calgary regional manager of BLG's Litigation
Department. His practice focuses on energy litigation, arbitration & regulatory
proceedings. Typical matters include major energy project development, joint
operation disputes, resource ownership challenges & shareholder actions.
He is an ACTL Fellow.
Biringer, Monica E. Osler, Hoskin & Harcourt LLP
(416) 862-6830 mbiringer@osler.com
Ms. Biringer is Co-Chair of Osler's Tax Group. Her practice emphasizes M&A
and corporate finance in her corporate income tax practice. Her experience
embraces inbound cross-border M&A, corporate financing, lease financing
and tax litigation matters.
SPACs
en there's the debate of what effect – short and long
term – that special-purpose acquisition corporation
(SPAC) offerings will have on M&A activity in Can-
ada. e first Canadian SPAC was completed in 2015,
although the TSX adopted SPAC rules in 2008.
"I'm not saying SPACs, which are new to Canada,
are easy deals," says Stikeman's Romano, who leads the
Stikeman firm team that raised
more than one billion dollars in
capital in five SPACs last year. "e
fact that money is hard to come by
and IPOs, which were robust as
heck until last August, have all but
disappeared, creates opportunities
for SPACs that may not have ex-
isted a year ago."
Companies who in the past may
have opted to go public, he says, are
now "taking a second look and say-
ing 'maybe this is the way to do our
M&A,' as taking away some of the
competition for deal flow can help
get a transaction done."
Mercier says one of the chal-
lenges with SPACs is "certainty
is king for the seller in a M&A
transaction, so having to go back
to shareholders has the potential
to make the SPAC a less-attractive
buyer compared to a strategic or
private-equity firm with a firm fi-
nancing." However, Mercier says
SPACs are potential buyers of assets, and the more
buyers the better, if you are a seller, so in that sense it's
a good development.
CCAA and merger combinations
As to what lies ahead for Western Canada, Zawalsky
says, "there's a belief in the City [Calgary] that we may
see some CCAAs, although we haven't seen much of
that yet, which is surprising given how depressed com-
modity prices have been."
In the 1980s and '90s, also a time of depressed oil and
gas prices, Zawalsky says the economy spurred some
creative CCAA solutions, so a company could move
forward, in which creditor arrangements were mixed
with mergers, such as Dome Petroleum's acquisition by
Amoco. "We haven't seen any of those types of arrange-
ments yet," says Zawalsky, "but we think we might, de-
pending on commodity prices."
Another macro event affecting M&A is the dramatic
upcoming change in the Canadian hostile take-over bid
rules. At press time, the new regime was scheduled to
take effect on May 9, 2016. According to Romano, the
new rules will make hostile take-over bids harder to do,
which may reduce investor gains from M&A opportu-
nities. For example, financing costs for hostile bidders
borrowing cash will go up, as will their transaction ex-
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