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2016
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LEXPERT 15
Ewens, QC, Douglas S. PwC Law LLP
(403) 441-6366 doug.s.ewens@ca.pwc.com
Mr. Ewens has decades of experience representing major energy and resource
corporations as well as financial institutions. In addition to his expertise in
structuring transactions and financings for public and private enterprises
in a broad range of industries, he has assisted major corporations in tax
disputes, including disputes involving the general anti-avoidance rule.
Durand, Ronald K. Stikeman Elliott LLP
(416) 869-5542 rdurand@stikeman.com
Mr. Durand is a partner in the Toronto office and is the former head of its Tax
Group. His practice involves divestitures, M&A, reorganizations, corporate
restructurings, financing, transfer pricing and dispute resolution. He is the
President of the International Fiscal Association (Canadian Branch)
and a member of the Advisory Committee to the OECD.
Dubord, Benoît C. Stikeman Elliott LLP
(514) 397-3655 bdubord@stikeman.com
Mr. Dubord practises within the firm's corporate and securities groups. His
principally transactional practice covers several areas of corporate and
securities law, with an emphasis on cross-border as well as domestic M&A and
corporate finance. He also advises market participants in relation to securities
laws, stock exchange regulations and corporate governance considerations.
Dubé, Georges Bennett Jones LLP
(416) 777-7446 dubeg@bennettjones.com
Extensive experience in public market corporate finance, take-over bids and
M&A transactions in domestic and cross-border context across a number of
industries, including real estate, mining and technology. Assists with strategic
decisions by boards and acts frequently for special committees and financial
advisors in the context of change of control and related-party transactions.
Doyle, Arthur T. Cox & Palmer
(506) 633-2730 adoyle@coxandpalmer.com
Mr. Doyle's practice includes public-private partnerships, M&A, private-equity
investments, energy and natural resources, financing transactions, corporate
reorganizations and corporate finance/securities. He represents a broad range
of Atlantic Canadian companies, and is involved in national offerings and other
securities-related transactions originating elsewhere in Canada, the US
and abroad.
Dietrich, Jane Cassels Brock & Blackwell LLP
(416) 860-5223 jdietrich@casselsbrock.com
Ms. Dietrich is a partner with a practice focusing on commercial restructuring,
insolvency and related litigation. She has extensive experience representing
numerous stakeholders in formal and informal corporate reorganizations,
enforcement of security and unsecured creditor remedies.
LEXPERT RANKED LAWYERS
control by gradually buying shares in the target compa-
ny over time through the open financial markets rather
than as a direct bid to the shareholders.
Shareholder rights plans may still be useful as a de-
fensive tactic against such moves. "But they are not
generally the ones where the bidder would run to a
commission to get the pill cease-traded," says Bradley.
"ose have generally been on a time basis — how long
do those rights plans stay in place?"
"I don't think we will be seeing the end of pills with
the announcement of the CSA," says Soliman. "I think
we will see a new generation of pills that will supple-
ment the regime." Wright expects the general dynam-
ics of shareholder rights plans – their resort to dilution
– will continue to be used.
If the new rules had been in effect during last year's
take-over battle between bidder Suncor Energy Inc.
and target Canadian Oil Sands Ltd., the Alberta Se-
curities Commission's hearing on COS's shareholder
rights plan would not have been necessary.
e ASC ordered that COS's rights plan be cease-
traded 91 days aer Suncor formally commenced its
$4.3-billion hostile bid for COS in October 2015. (e
two companies eventually agreed on a $6.6-billion
friendly take-over.)
"We would have had, under
this new regime, a little longer
than 90 days to decide" on Sun-
cor's offer, says Bradley, who was
lead counsel for COS at the hear-
ing. "We wouldn't have had the
distraction of having to appear be-
fore the ASC to defend the rights
plan. Under the new rules, that's
one part of the battleground that
you may not have to expend time
and resources on."
Securities regulators have
been determining take-over
bid rules on a case-by-case basis
through hearings on shareholder
rights plans.
In 2014, when HudBay Min-
erals Inc. made a take-over bid
for Augusta Resource Corp.,
the British Columbia Securities
Commission ruled that the bid
could stay open for 156 days, giv-
ing Augusta an unusually long time to find a white
knight. (It was unable to do so, despite generating con-
siderable interest, and finally settled for a sweetened
offer from HudBay.)
"A lot of target companies end up getting more time,"
says Bradley, "but oen they've had to do it through
these rights plan hearings. Where rights plan case law
has kind of settled in is in this 90 to 120 days time pe-
riod." Now the CSA is effectively codifying the period.
"e securities regulators wanted to get out of the
business of adjudicating every case on a one-by-one
basis," says Wright. "is regime should do that."
