Pletcher, Fred R.
Borden Ladner
Gervais LLP
(604) 640-4245
fpletcher@blg.com
Mr. Pletcher advises on
all aspects of corporate
fi nance, M&A,
commercial transactions,
corporate governance and
continuous disclosure,
with a strong focus on
public companies in the
domestic and international
mining industry.
Pressman, Emmanuel
Osler, Hoskin
& Harcourt LLP
(416) 862-4903
epressman@osler.com
Mr. Pressman is Co-
chair of the Corporate
Department, member of
Executive Committee,
head of M&A Group;
represents companies,
private-equity sponsors,
boards and fi nancial advisors
in a variety of business
combinations, take-overs
and proxy contests.
Raizenne, Robert
Osler, Hoskin &
Harcourt LLP
(514) 904-5626
rraizenne@osler.com
Mr. Raizenne's tax practice
includes cross-border
and domestic M&A,
corporate reorganizations,
restructurings, corporate
fi nance, trusts, dispute
resolution and tax
litigation. He teaches tax at
McGill and University of
Toronto Law Faculties.
Powys-Lybbe,
Karrin A.
Torys LLP
(416) 865-7829
kpowys-lybbe@torys.com
Ms. Powys-Lybbe focuses
on corporate fi nance,
M&A and related party
transactions in a variety of
industries. She counsels
issuers and investment
banks on debt and equity
off erings, and provides
ongoing corporate and
securities advice for clients.
Pukier, Brian M.
Stikeman Elliott LLP
(416) 869-5567
bpukier@stikeman.com
Mr. Pukier is a partner in the
Toronto offi ce and former
head of Stikeman Elliott's
M&A group. He focuses
on cross-border M&A,
private-equity transactions,
corporate fi nance, complex
corporate reorganizations
and public policy.
Raymond, Paul
Norton Rose Fulbright
Canada LLP
(514) 847-4479
paul.raymond@
nortonrosefulbright.com
Mr. Raymond practises
securities law; debt, equity
and project fi nancing; and
public and private M&A.
He represents issuers
including Bombardier,
Quebecor, Metro, Mediagrif
and Morel and Prom SA,
underwriters and PE funds
in Canada and abroad.
one week there might be sanc-
tions against Libya, the next,
they're no longer in eff ect.
"Canadian business, with the
exception of those exposed to
US law," he argues, "have his-
torically been pretty oblivious
to the international impact [of
geopolitics] on their business."
Most are "burying their heads
in the sand."
It's vital, he adds, that Ca-
nadian executives and board
members doing business
abroad pay much more atten-
tion now to political dynam-
ics. Barutciski, for instance,
has a client with operations in
Russia. Now – thanks to con-
tinually expanding Canadian
sanctions against that country
– that client must go through
a complicated disentangling
of its relationship with certain
Russian entities without incur-
ring liabilities under Russian law.
To reduce the risk of being caught with
skeletons in the closet, explains Barutciski,
it's critical for companies conducting merg-
ers and acquisitions to conduct deep pre-
closing anti-bribery due diligence and to ask
probing questions of the target companies.
! ey should also get strong post-closing
representations and warranties that mini-
mize the risk of harm to the acquiring com-
pany in the event of an unwanted discovery.
When companies are doing business
abroad, or considering it, it's important they
conduct a thorough risk analysis of their ex-
posure to domestic and inter-
national anti-corruption and
sanctions laws. ! ey should
also implement rigorous com-
pliance programs that include
suitable training for employees
and ongoing due diligence for
all future transactions.
Eljarrat suggests if a compa-
ny conducts internal investiga-
tions of suspected corruption
issues, it should be by lawyers
with criminal law experience
and deep knowledge of the
CFPOA. ! ey should also be
accompanied by proper fo-
rensic accounting expertise.
Labour law and privacy issues
can frequently come into play
as well.
Adds Bennett Jones's Barut-
ciski: "! ere is no one-service
supplier or single discipline
that gives you the entire solu-
tion." He o en relies on spe-
cialized investigative fi rms such as Kroll
and Control Risks Group to help his clients
analyze the current and future risks of op-
erating in various countries. "If you are a
business guy who is going to do business in
hotspots, you need counsel and people who
understand this stuff ."
CORRUPTION AND SANCTIONS
|
29
"IF I AM DOING A SIGNIFICANT M&A
TRANSACTION, I REALLY NEED TO BE
CONCERNED ABOUT FINDING THE
SKELETONS IN THE CLOSET. THE
WORST SKELETON IN THE CLOSET
RIGHT NOW, IN LIGHT OF THE
INTEGRITY FRAMEWORK, IS PRIOR
VIOLATIONS. BECAUSE THEN THE
BOARD HAS TO MAKE SOME REALLY
DIFFICULT DECISIONS. DOES IT
VOLUNTARILY DISCLOSE? IF IT DOES
THAT IT GETS LOWER PENALTIES
BUT IT IS DEBARRED. AND NOT ONLY
IS IT DEBARRED, ALL ITS
SUBSIDIARIES ARE DEBARRED."
– Cliff ord Sosnow, Fasken Martineau
DuMoulin LLP
