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/1045898
LEXPERT MAGAZINE | NOVEMBER/DECEMBER 2018 11 how this venture would evolve over the years. In light of this unique venture, the agreements are truly tailor-made. DESCHAMPS: One of the key aspects of Cirque du Soleil's business is to build on its peoples creativity to achieve outstand- ing results. I have been working on many projects with Cirque and I can confirm that Geneviève and her colleagues of the Cirque legal team are no exception to this. is is one of the reasons why working on Cirque's projects is always so interesting. In this transaction, we had the opportunity to work with Isabelle, Anthony and the rest of the working group who were equally com- mitted to find creative solutions to complex legal and business considerations. is con- tributed a great deal in making this trans- action a success. DURAND: I would add that this transac- tion really played internally on the depth of expertise that we have in our legal depart- ment, which enabled us to cover all the an- gles: the leasing aspect was spearheaded by Sunita Mahant, who heads the legal team in our Toronto office, and our compliance officer Isabelle Tremblay assisted with the privacy, data protection and IP aspects; they were the key team members internally in making this happen! LEXPERT: What was the atmosphere like in the boardroom? DURAND: is was one of the best things about this transaction — two sophisticated parties who recognize what the other can bring to the table — discussions were al- ways constructive and conducted in the most respectful manner. ARQUIN: is transaction is the epito- me of how smooth a transaction can be when there is reciprocal trust and respect amongst the parties. e negotiations took time, not because of a difficult atmo- sphere, but simply because we all worked hard together to come up with the best end result for everyone. In many years of negotiating real estate deals, I have rarely seen such a constructive atmosphere in the boardroom. All of the parties saw this deal as a win-win venture and it was felt from the outset. DESCHAMPS: I agree. We were lucky to work with highly competent people on all sides who are confident about their capacity but are also able to take into consideration the others' point of view. is helped us de- velop a trusting environment in which we could create open communication chan- nels in order to come up, as a group, with great legal solutions for both parties despite the complexity of the transaction. PARADIS: e lease was a cornerstone agreement to negotiate in this deal. Isa- belle's team and colleagues in Toronto were particularly attentive and responsive to the complexity and specificities of the project. Building an innovative concept of indoor family entertainment experiences specifi- cally designed for a retail location requires a great deal of flexibility for both the tenant and landlord. LEXPERT: What kind of insurance is neces- sary with an attraction of this kind? How did the teams deal with this? PARADIS: Nothing is more important than safety at Cirque. e activities offered at CREACTIVE will be recreational in na- ture and all equipment used in our centres will be designed to be used safely by the general population without any particular training. e idea is for families to imagine themselves in the shoes of our artists and have fun doing so, not to reproduce the acrobatic disciplines done by professional artists in a context of performance. DURAND: Both Ivanhoé and Cirque have internal insurance departments who advi- sed — and in fact discussed together — the specific requirements of this investment. is is another good example of the comple- mentarity of our teams: Ivanhoé is well ver- sed in everything required from a real estate perspective, and Cirque from the operatio- nal and intellectual property perspective. LEXPERT: Would you say that entertain- ment uses in retail are trending upwards? DURAND: Yes. Entertainment uses are in fact a key component of Ivanhoé's strategy for the future of retail, to offer innovative experiences for the benefit of the commun- ities in which our properties are located. We believe a key success factor is to choose the right partners for these initiatives, as we have done in this investment with Cirque. ARQUIN: Shopping centres have key advan- tages in the face of a transforming retail industry: prime location; massive excess lands with a high potential of mixed-use re- development; heavy foot traffic on an exist- ing densified space; and multiple options to create community events. Retail-tainment enables landlords to draw customers to their malls, similarly to grocery anchor ten- ants, or the new high-end food halls under construction — another emerging trend. Having said that, retail-tainment should not be seen as the absolute savior of retail: as for all businesses, only the most innov- ative concepts will thrive and achieve the goal of rejuvenating the retail landscape. is is why the venture between Ivanhoé and Cirque du Soleil is so exciting for real estate insiders: two behemoths in their re- spective industries are joining forces to cre- ate a brand new product, at the forefront of the retail-tainment trend. LEXPERT: Finally, what was most memor- able about working on this deal? What did you enjoy? What was most challenging? What will you take away with you? DURAND: e people. All the discussions and the negotiations were always construct- ive … And of course an incursion into the Cirque world was a real pleasure. Quite a change from our usual files! ARQUIN: I oen felt as if the teams had previously worked together for many years. e most memorable moment for me was seeing the magnitude of Cirque du Soleil's facilities and attending an exclusive pres- entation of the CREACTIVE family en- tertainment centre concept. DESCHAMPS: Because of the novel nature of the transaction, which involved juggling with M&A, real estate and intellectual property matters, among others, this trans- action was not only an honour to work on but also a great learning experience. PARADIS: At Cirque, we mostly deal with foreign partners and different cultures, which is great, but this deal was differ- ent as we were negotiating between two Québec-based international flagships. e collaborative spirit and a real eagerness to make things happen despite the complexity … made it a very positive experiencte. e additional perk was to conduct most of our negotiations in French for a change!