Lexpert Special Editions

Global Mining November 2013

The Lexpert Special Editions profiles selected Lexpert-ranked lawyers whose focus is in Corporate, Infrastructure, Energy and Litigation law and relevant practices. It also includes feature articles on legal aspects of Canadian business issues.

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LEXPERT RANKED LAWYERS Dubé, Georges Bennett Jones LLP (416) 777-7446 dubeg@bennettjones.com > Mr. Dubé has extensive experience in public corporate securities, M&A and corporate governance matters in the context of domestic and cross-border transactions. His practice involves a number of industries, particularly mining. Egan, Wayne T. WeirFoulds LLP (416) 947-5086 wegan@weirfoulds.com > Mr. Egan, chair of the firm's securities practice group, provides customized legal advice to private and public companies on various financing and regulatory matters, including IPOs, private placements, M&As, governance and stock exchange listings. Findlay, Norman F. Bennett Jones LLP (416) 777-6077 findlayn@bennettjones.com > Mr. Findlay is primarily engaged in securities law with an emphasis on public offerings, M&A and take-overs with a focus on the mining industry. His practice also involves private placements of debt and equity and general corporate transactions. Goldman, Jay Cassels Brock & Blackwell LLP (416) 860-6474 jgoldman@casselsbrock.com > Mr. Goldman's securities and corporate finance practice embraces structuring and negotiating M&A, securities, joint venture and commercial transactions. His clients include issuers and investment dealers/advisors, many in the mining sector. Goldman, Paul L. Goodmans LLP (604) 608-4550 pgoldman@goodmans.ca > Mr. Goldman practises corporate securities, M&A, governance and mining law. He has acted for some of Canada's most notable mining industry participants, and was lead counsel to Ivanhoe Mines in the $7.3-billion financing of its Oyu Tolgoi mine. Goldsilver, Erik Cassels Brock & Blackwell LLP (416) 860-2901 egoldsilver@casselsbrock.com > Mr. Goldsilver's corporate/commercial practice focuses on the mining and energy sectors, advising corporations, governments and First Nations on cross-border M&A, amalgamations, restructurings, joint ventures, divestitures and project finance. 16 LEXPERT | 2013/14 | WWW.LEXPERT.CA "THE WAY THE current rules work [in Canada], there's a hearing at some point before the Commission and ultimately the plan goes away. It's very unusual for the Commission to let the board just say no, so the bidder knows that there's an end game." – John Turner, Fasken Martineau DuMoulin LLP perhaps wait for the cycle to turn." The new proposals will also provide advantages during the development cycle, when resource projects can be very susceptible to take-over bids. "Resource projects get de-risked in the market's eyes only as they come to completion, at which point there is generally significant value accretion," Amm says. "But while the development process is underway, markets are not ready to give full credit to these projects, and that's a great time for someone to snap them up. The availability of new tools to fend off such bids should be a great comfort to boards whose companies are in the development phase." Paul Stein in Cassels Brock & Blackwell LLP's Toronto office believes the impact of the changes to the poison pill regime will differ depending on the seniority of the target. "To my mind, there's not a lot of hostile M&A activity regarding junior companies and as far as midcaps go, my own experience is that if the board can't find a white knight within 60 days, it probably won't find one," he says. "But I think there was a feeling among regulators and stakeholders that larger senior Canadian-based international companies needed more time to get potential buyers to engage and compete, because there are only a handful of such buyers around the world."

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