Lexpert Special Editions

Corporate Law June 2014

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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Canada's 2014 Leading Corporate Lawyers REGULATION | 17 Grieve, Sander Bennett Jones LLP (416) 863-1200 grieves@bennettjones.com Head of the Mining Department at Bennett Jones LLP, Mr. Grieve practises public market fi nance and M&A with a focus on global mining. He represents a range of the leading miners, dealers and advisors in the global mining industr y. Guindi, Shahir Osler, Hoskin & Harcourt LLP (514) 904-8126 sguindi@osler.com Mr. Guindi, managing partner of the Montreal offi ce, focuses on domestic and cross- border M&A, corporate fi nance, private equity and venture capital. He also acts for PE funds on investments, divestitures and fund formations. Hansell, Carol Hansell LLP (416) 649-8486 chansell@ hanselladvisory.com Ms. Hansell advises on a wide range of corporate and securities matters. She represents management, boards, investors and regulators in the context of transactions, investigations, special committees and their governance practices generally. Gropper, QC, Mitchell H. Farris, Vaughan, Wills & Murphy LLP (604) 661-9322 mgropper@farris.com Mr. Gropper's practice focuses on corporate fi nance, reorganizations, M&A and commercial real estate. He has advised boards of directors on take-over bids, going- private transactions and other corporate matters. Halperin, Stephen H. Goodmans LLP (416) 597-4115 shalperin@goodmans.ca Mr. Halperin is a member of the fi rm's Executive Committee and Co-chair of its corporate/securities group. Member of the OSC's Senior Securities Lawyers Advisor y Group. Highest ranking by Chambers Global in Corporate/M&A for the past 12 years. Hansen, Robert O. McCarthy Tétrault LLP (416) 601-8200 rhansen@mccarthy.ca Mr. Hansen focuses on M&A and capital markets. He represents purchasers, vendors, targets and special committees on asset and share purchases and sales; and issuers, dealers and investors on private placements and prospectus off erings. become "a concern on the part of anyone who is thinking about an acquisition." Especially if you are a business leader con- templating a hostile take-over. "One of the defences that any target is going to pull out now is run to the politi- cians and see if they will save them," says Chambers. "And that's a real concern if your buying client is a state-owned en- terprise and it's foreign. But it's also a real concern if your client is buying something in Quebec and you are not from Quebec." at premise was painfully illustrated to Bay Street when US hardware giant Lowe's tried to buy Quebec-based Rona Inc. for $1.8 billion in 2012. " e target there wrapped itself in the Quebec fl ag and conducted a pretty good publicity campaign, saying we can't have Ameri- cans coming in and buying our heritage. "Shouldn't the highest price win?" Chambers asks rhetorically. "But the re- ality is, that's not always the case. If you can turn a deal into an emotional issue, or a political one, you can perhaps make some headway." As corporate buyers construct deal teams, that has put added emphasis on bringing in top-notch government rela- tions specialists. "You also need to pay a fair bit of attention to the PR guys," adds Chambers. "A lot of this is court of pub- lic opinion. And if you can diff use that so it doesn't become a political hot po- tato, [this] is impor- tant as well." But Cameron Belsher, a Vancouver partner at McCarthy Tétrault LLP, says it would be overstat- ing things to say that business executives are "spooked" by the evolving and more stringent regulatory regimes in Canada and the West when it comes to M&A. Belsher and his fi rm were just in- volved in one of the largest e-commerce deals in Canadian history — the purchase of Vancouver- based Coastal Contacts (parent company of Clearly Contacts) by French optical company Essilor International SA for $435 million. e deal, announced in February, still has to go through regu- latory approval. But Belsher takes it as some evidence that the chilling eff ect on M&A of this regulatory epoch in Cana- dian and international business may be more media puff than reality. Executives have become more adept at doing deals in multiple jurisdictions than ever before in a global economy. Essilor, for instance, has operations in 17 countries. "Corporations and leaders of corpora- tions are used to having to deal with regu- latory issues. e press that was generated over the federal government's views on the Investment Canada and Competition Act is something I think business leaders take in stride." Anthony Davis is a eelance business writer and investigative journalist in Calgary. "ONE OF THE DEFENCES THAT ANY TARGET IS GOING TO PULL OUT NOW IS RUN TO THE POLITICIANS AND SEE IF THEY WILL SAVE THEM. AND THAT'S A REAL CONCERN IF YOUR BUYING CLIENT IS A STATE-OWNED ENTERPRISE AND IT'S FOREIGN. BUT IT'S ALSO A REAL CONCERN IF YOUR CLIENT IS BUYING SOMETHING IN QUEBEC AND YOU ARE NOT FROM QUEBEC." – Gordon Chambers, Cassels Brock & Blackwell LLP

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