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 Kovnats, Martin E. Aird & Berlis LLP (416) 865-3419 mkovnats@airdberlis.com > Mr. Kovnats has extensive experience in cross-border and multinational M&A, corporate finance and corporate governance matters. He advises participants in mid-market activities as well as mines and mineral finance and acquisition. Kowall, Jeffrey A. Thompson Dorfman Sweatman LLP (204) 934-2521 ajk@tdslaw.com > Mr. Kowall practises corporate and commercial law with a focus on mining project development from the due diligence phase, through the negotiation and drafting of letters of intent, option agreements and joint venture agreements. "MINING COMPANIES Kravitz, Neil Davies Ward Phillips & Vineberg LLP (514) 841-6522 nkravitz@dwpv.com > Mr. Kravitz specializes in M&A and securities law, and has experience in public offerings, take-over bids, plans of arrangement, private placements, public and private asset and share purchase transactions as well as corporate governance matters. Lampe, Jonathan Goodmans LLP (416) 597-4128 jlampe@goodmans.ca > Mr. Lampe is co-chair of the firm's Corporate Securities Group, and advises resource-focused issuers, investors and advisors, including Newmont, Grupo Bal, HudBay and Uranium One, on M&A, strategic relationships, financings and related matters. Langlois, Pierre Heenan Blaikie LLP (514) 846-7234 planglois@heenan.ca > Mr. Langlois has been involved at all stages of mining and resource projects, from prospecting to operation, and rehabilitation and restoration for over four decades. He also addresses environmental issues and relations with Native communities. Lee, Joyce Y.Y. McCarthy Tétrault LLP (604) 643-7128 jlee@mccarthy.ca > Ms. Lee's practice focuses on M&A, joint ventures, take-over bids, corporate finance, reorganization, stock exchange and securities law compliance matters. She also has extensive experience advising on in-bound Canada investments from China and Asia. 18 LEXPERT | 2013/14 | WWW.LEXPERT.CA have to deal with commodity cycles. On the down cycle, it can be extremely difficult to conjure up alternatives to a hostile bid, and it's important that the boards of mining companies have tools by which they can extend the time to seek white knights and perhaps wait for the cycle to turn." – Michael Amm, Torys LLP exchanges and the TSX, lobbied against the applicability of the annual election rules to foreign companies. Because Australian companies typically have staggered boards, many would have to amend their constitutions to implement the requirement. "As the constitutions of most Australian companies typically require that one-third of the directors resign at each annual general meeting, it could take up to three years to replace the entire boards of many companies," says Quentin Markin in Stikeman Elliott LLP's Sydney office. "So the Australian companies pushed back — successfully, as it turns out." On July 10, 2013, the TSX backed down, announcing that it would consider annual exemptions from this requirement for US, UK and Australian companies that had at least 75 per cent of their trading volume outside Canada. "Some companies have already applied, but so far we haven't heard back," Markin said in midAugust 2013.

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