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 BIG DEALS | 33 Sherman, Mitchell J. Goodmans LLP (416) 597-4189 msherman@goodmans.ca Mr. Sherman's tax practice focuses on fi nancings, M&A, divestitures, structured products, reorganizations and international tax planning. He is the Chair of the Joint Committee and the National Taxation section of the Canadian Bar Association. Sirett, William F. Blake, Cassels & Graydon LLP (604) 631-3371 bill.sirett@blakes.com Mr. Sirett practises securities and corporate law with an emphasis on corporate fi nance, mergers and acquisitions, reorganizations and governance. His practice includes a broad range of industries with an emphasis on forestr y, mining and energy. Smit, Carrie B.E. Goodmans LLP (416) 597-4230 csmit@goodmans.ca Ms. Smit heads the Goodmans tax group. Her practice focuses on cross-border M&A, reorganizations, restructurings, domestic and international debt fi nancings and private- equity investments. Singer, Jeff rey Stikeman Elliott LLP (416) 869-5656 jsinger@stikeman.com Mr. Singer focuses on M&A, corporate fi nance and private equity. Member of Management Committee. Previously served on the Securities Advisor y Committee to the OSC. Recipient of Queen Elizabeth II Diamond Jubilee Medal for his service to Canada. Smellie, James H. Gowling Lafl eur Henderson LLP (403) 298-1816 james.smellie@ gowlings.com Mr. Smellie's practice focuses on energy regulator y matters, administrative law and litigation. With extensive experience before federal and provincial regulator y tribunals, he has represented a wide range of stakeholders in the energy industr y. Smith, C. Paul W. Stewart McKelvey (506) 632-2787 psmith@ stewartmckelvey.com Mr. Smith counsels national and international businesses on corporate and corporate fi nance issues. He advises institutions and private clients on trust structures, including transnational trusts, and acts as GC for public pension funds. Scotiabank was advised by Fasken Martineau DuMoulin LLP on the fi - nancing with a team led by John Torrey and including David Ferris (banking and fi nance), Bradley Freelan (M&A), Christopher Steeves (tax), Anthony Baldanza (competition), David Martin and Sergio Custodio (real property); Andrew Alleyne (information technol- og y), Ross Gascho (pensions) and Ro- salind Cooper (environmental). Goodmans LLP represented the special committee of Crombie REIT with a team of Bill Gorman, Kirk Rauliuk and Lyndsay Hatlelid (corporate and M&A); Ken Her- lin and Bram Green (real estate/leasing) and Tom Macdonald (environmental). Paul Hastings LLP represented Sco- tia Capital with an equity and bond of- fering with a team of Randal Palach and Scott Saks. Teams from Davies Ward Phillips & Vineberg LLP represented syndicates of underwriters on two off erings associated with the Crombie REIT's acquisitions. e fi rst syndicate, co-led by Scotia Capi- tal Inc., BMO Nesbitt Burns Inc., and CIBC World Markets Inc., was repre- sented by a team of Mindy Gilbert, David Wilson and Gillian Muirhead (corporate fi nance); Pawel Mielcarek (commercial real estate), Siobhan Monaghan and Raj Juneja (tax) and Sarah Powell (environ- mental). e second syndicate, co-led by CIBC World Markets Inc., TD Securi- ties Inc., and Scotia Capital Inc., was rep- resented by a team of Mindy Gilbert and Kevin Greenspoon (corporate fi nance); Gabriella Lombardi, Steven Martin and Pawel Mielcarek (commercial real estate); Siobhan Monaghan and Raj Juneja (tax) and Sarah Powell (environmental). Simpson acher & Bartlett LLP was counsel to the underwriters for Sobeys' public fi nancing. HBC ACQUIRES SAKS Closing date: November 4, 2013 Hudson's Bay Company (HBC) com- pleted its acquisition of Saks Incorporat- ed for US$2.9B. e all-cash transaction was fi nanced by a combination of US$2.3 billion of new debt fi nancing provided by a syndicate of lenders led by Bank of America and approximately US$1 billion of new equity issued by way of a bought deal prospectus off ering of subscription receipts and a private placement of com- mon shares and common share purchase warrants to an affi liate of Ontario Teach- ers' Pension Plan Board and funds ad- vised by West Face Capital Inc. Hudson's Bay Company was represent- ed by Stikeman Elliott LLP and Willkie Farr & Gallagher LLP. e Stikeman Elliott team included Ian Putnam, John Ciardullo, Jonah Mann, Kaleb Hons- berger, Craig Broadhurst, Laura Levine, Bradley Zander and Kristina Vranjkovic (corporate and M&A); Dean Kraus and Jonathan Willson (tax); Jennifer Legge, Daphne Mackenzie, Courtney Wilson, Matthew Hunt and Vanessa Beamish (banking ); Doug Klaassen and Annie Pyke (real estate); Jeff rey Brown (anti- trust) and Eliot Kolers (litigation). e Willkie Farr team included Gordon Ca- plan, Greg Astrachan, Michael Zinder, Cindy Chernuchin, Howard Block, Dan- iel Phil-ion and Ruchi Patel (corporate and fi nancial services); Jonathan Konoff (antitrust), Henry Cohn, Tyler Ladner and DJ Stauber (tax); omas Henry and Elliot Rishty (real estate); Michael Katz and Andrew Shapiro (executive com- pensation and employee benefi ts); Jeff rey Korn and Colleen O'Brien (litigation), Eugene Chang and Amir Ghavi (intel- lectual property); Barbara Block (gov- ernment relations) and William omas (environmental health and safety). Saks was represented by a Wachtell, Lipton, Rosen & Katz LLP team that included Patricia Vlahakis, Joshua Cam- maker, Gordon Moodie, Jenna Levine and Mark Stagliano (corporate, M&A), Damian Didden and Franco Castelli (an- titrust), Adam Shapiro and Rohit Nafday (executive compensation and benefi ts), Joshua Feltman, Gregory Pessin and Em- ily Johnson (restructuring and fi nance),

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