32 LEXPERT MAGAZINE
|
JANUARY 2013
COVER STORY
Regulatory risk was the
big story in 2012, for both
the deals that made
it and those that did not
BY MARZENA CZARNECKA
THE YEAR
OF THE
REGULATOR
PHOTOGRAPHY
BY
JAIME
HOGGE
It used to be a footnote on a deal
lawyer's agenda. No more.
In 2012, regulatory risk took centre stage in Canada in an unprecedented way.
In 2010, when Ottawa killed BHP Billiton Ltd.'s $40-billion run at Potash
Corporation of Saskatchewan, savvy lawyers did step up their focus on prep-
ping clients for clearing Canadian regulatory hurdles — but they did so pro-
actively. Regulatory risk was on everyone's lips, yes, but the inclination was to
dismiss BHP as a blip — a one-off incident, a deal so big and unique that it was
impossible to argue it set any type of precedent.
at turned out to be a Pollyanna interpretation, as 2012 proved in spades.
e deal that dominated the country's business headlines in 2011 – Maple
Group Acquisition Corporation's bid for TMX Group Inc. – languished before
the regulators until July 2012. Later in the year, the Canadian Radio-Television
& Telecommunications Commission killed BCE Inc.'s $3.38-billion bid for
Astral Media Inc. Before the markets digested this announcement, Investment
Canada declared that the $6-billion purchase of Calgary's Progress Energy
Corp. by Malaysian state-owned enterprise PETRONAS was not of net benefit
to Canada (although it was eventually approved) — and made it clear to the
