Canada's 2014 Leading Corporate Lawyers REGULATION | 15
Gans, Michael
Blake, Cassels &
Graydon LLP
(416) 863-2286
michael.gans@blakes.com
Mr. Gans' s practice
primarily involves
advising on public and
private, domestic and
cross-border merger &
acquisition transactions.
He also frequently acts
for fi nancial sponsors in
leveraged transactions.
Gibson, QC,
Brock W.
Blake, Cassels &
Graydon LLP
(403) 260-9610
brock.gibson@blakes.com
Chair and partner.
Mr. Gibson's practice
focuses on mergers and
acquisitions, corporate
fi nance, private-equity and
restructuring transactions.
His experience includes
acting as lead counsel
on numerous mergers
and acquisitions and
public off erings.
Glass, Jeff
Blake, Cassels &
Graydon LLP
(416) 863-4162
jeff .glass@blakes.com
Mr. Glass advises leading
investment dealers,
fi nancial institutions and
wealth management
companies on public
fi nancings, governance and
regulator y matters, with
extensive experience in the
structuring and regulation
of structured products.
Geraghty, Sharon C.
Tor ys LLP
(416) 865-8138
sgeraghty@torys.com
Ms. Geraghty is a senior
partner in Tor ys' M&A
Group. Practises M&A,
corporate governance
and securities law, with
an emphasis on complex
public and private
acquisition transactions.
Girvan, Garth
(Gary) M.
McCarthy Tétrault LLP
(416) 601-7574
ggirvan@mccarthy.ca
Mr. Girvan off ers extensive
experience in M&A and
corporate fi nance. He
advises the fi rm's major
corporate and fi nancial
institutions and investment
banking clients. Has
broad familiarity with
cross-border fi nancing
and acquisitions.
Goldman, Jay
Cassels Brock &
Blackwell LLP
(416) 860-6474
jgoldman@
casselsbrock.com
Mr. Goldman's securities
and corporate fi nance
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.
ing period, which only commences once
notifi ed parties have sent the Bureau a
complete and certifi ed response to the
SIR. Until that period ends, the deal
cannot close.
at "buys [the Bureau] a fairly sub-
stantial amount of time," says Collins.
" ey still have the injunctive power, but
don't have to exercise it nearly as quickly."
Collins says the change, which has taken
several years to work its way through the
system, has tipped the M&A power bal-
ance in favour of regulators.
And when it comes to M&A, deal cer-
tainty is the goal. "Business people don't
like surprises," says Collins. It's become
critical, then, for business executives con-
templating M&A to fi nd the expertise
needed to help them prognosticate the
Competition Bureau's attitude towards
a deal. In most, but not all cases, experi-
enced advisors can help them avoid being
served with the costly exercise of a SIR by
keying them into the fact ahead of time
that they may have to divest certain hold-
ings or make other alterations to a deal in
order for it to pass the Competition Act
litmus test. "You have to do a self-assess-
ment of the transaction before it gets to
the authorities."
In order for Sobeys Inc. to get approval
of its $5.8-billion purchase of Canada
Safeway, the Competition Bureau forced
it to sell 23 of Safeway's
223 stores. "What
business people want is
a fair and frank assess-
ment of what they need
to do," says Collins.
"And then they can
manage that. People
don't get upset if you
say to them, look, you
might have to sell some
stores, or some gas sta-
tions or a plant. ey
get that. ey don't
necessarily like it. But
they can understand it."
Adding another
layer of uncertainty
along with the Com-
petition Bureau are the
far more nebulous Industry Canada rules
such as the "net benefi t" test governing
foreign SOEs gaining control of Cana-
dian companies, especially those in the
oil sands. Under the Investment Canada
Act, foreign take-over must be shown to
have a net benefi t for Canada in terms of
exports, jobs, investment and production.
A er approving the acquisition by
China's state-owned CNOOC Ltd. of
Calgary's Nexen Inc. and Malaysian SOE
Petronas's take-over of Progress Energy
in the summer of 2012, Stephen Harper
stomped the brakes on further majority
stakes in Canadian oil sands companies
by foreign SOEs, except on an "excep-
tional basis."
New ICA rules also permit the Indus-
try Minister wide latitude in determining
what constitutes an SOE. Even compa-
nies run by individuals thought to be in-
fl uenced by a foreign state can wind up on
the SOE list.
Politics can, like never before, skewer
a deal, and not just at the federal level,
says Gordon Chambers, a Vancouver
"WHAT BUSINESS PEOPLE WANT IS
A FAIR AND FRANK ASSESSMENT
OF WHAT THEY NEED TO DO. AND
THEN THEY CAN MANAGE THAT.
PEOPLE DON'T GET UPSET IF YOU
SAY TO THEM, LOOK, YOU MIGHT
HAVE TO SELL SOME STORES, OR
SOME GAS STATIONS OR A PLANT.
THEY GET THAT. THEY DON'T
NECESSARILY LIKE IT. BUT
THEY CAN UNDERSTAND IT."
– Paul Collins, Stikeman Elliott LLP
