WWW.LEXPERT.CA
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2016
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LEXPERT 25
Leopold, John W. Stikeman Elliott LLP
(514) 397-3111 jleopold@stikeman.com
Mr. Leopold is a senior corporate partner and past chair of the M&A group.
His practice focuses primarily on public and private mergers and acquisitions,
private equity and corporate finance, with a particular emphasis on
cross-border transactions. He has been involved in numerous high-profile
transactions. He has built a reputation as one of Canada's top corporate,
M&A and securities lawyers.
Lee, Desmond Osler, Hoskin & Harcourt LLP
(416) 862-5945 dlee@osler.com
Mr. Lee has co-led Osler's corporate finance and securities practice since
2005, and is responsible for the origination and execution of equity and debt
financing transactions. He has led numerous initial public offerings, new issues
and secondary offerings for issuers in a variety of industries, and also
has extensive experience advising investment dealers on trading
and regulatory matters.
Leduc, Pierre-Yves Stikeman Elliott LLP
(514) 397-3696 pyleduc@stikeman.com
Mr. Leduc is a partner in the firm's Corporate and Securities group.
His practice focuses on securities, corporate finance and public/private
M&A. He advises issuers on questions concerning public offerings, M&A
and corporate governance, and counsels securities dealers in connection
with securities matters.
Lastman, Dale H. Goodmans LLP
(416) 597-4129 dlastman@goodmans.ca
Chair of Goodmans LLP. Practises corporate, commercial and securities law
and provides counsel in connection with public offerings, M&A and business
restructurings. Director of Maple Leaf Sports & Entertainment Ltd., Governor
of the CFL's Toronto Argonauts and an Alternate Governor for the NHL and NBA.
Member of the board of directors of Roots Canada Ltd., RioCan REIT
and the CAMH Foundation.
Lampe, Jonathan Goodmans LLP
(416) 597-4128 jlampe@goodmans.ca
Mr. Lampe is a member of the firm's Executive and Co-Chair of its Corporate/
Securities Practice. Former OSC General Counsel, he advises domestic
and international clients on M&A, strategic relationships, financings,
dissident shareholder activities and governance, and regulatory matters
and investigations. Advanced Leadership Fellow at Harvard University.
Lamek, Edmond F.B. Borden Ladner Gervais LLP
(416) 367-6311 elamek@blg.com
Mr. Lamek has extensive experience in all areas of Canadian and cross-border
insolvency and restructuring proceedings and transactions. He advises
secured and unsecured creditors, indenture trustees, DIP lenders,
debtors, suppliers, boards of directors, purchasers of businesses,
receivers, interim receivers, CCAA monitors, bankruptcy trustees
and Chapter 11 Creditors' Committees.
LEXPERT RANKED LAWYERS
creditors is through so-called "distressed" M&A deals
— a last-ditch sales process for a whole company or a
portion of its assets arranged through a plan of arrange-
ment and court procedures under the CCAA.
"We are definitely starting to see signs of increased
distressed M&A," says Jane Dietrich, a Toronto part-
ner in Cassels Brock & Blackwell LLP's Restructuring
Insolvency Group. "It's on both the sell side, and on
what options are out there to buy."
"Distressed M&A" has a bad ring to it. No doubt,
it can be risky for a buyer to merge with a financially
shaky target weighed down by debt, or even just to
acquire some of its assets, which may be tainted with
unseen third-party liens and liabilities. For sellers, of
course, it's imperative to get the best possible price for
their company or assets (and thus placate sharehold-
ers) — and not wind up the bumbling board that pre-
maturely launches a desperate fire sale just as oil prices
start climbing.
In normal M&A transactions, explains Dietrich,
sellers provide representations, warranties and indem-
nities about the state of their business and assets. If
someone misrepresents the numbers, a buyer has re-
course to sue someone (usually directors).
"In a distressed M&A transaction," continues Di-
etrich, "oen the seller isn't going to give you reps and
warranties. If they do, there is very oen not a solvent
company behind it that you can sue if those reps and
warranties are wrong."
Yet with good legal representation and stringent due
diligence, distressed M&A deals conducted through
the CCAA can actually produce a deal purged of many
legal risks for both sides. "When you are buying assets
out of an insolvency process," says Dietrich, "you go to
court and get an order blessing the sale." at court
order insulates board members from legal claims by
shareholders or creditors that fair value wasn't paid for
assets or other complaints.
Ross Bentley, a Calgary-based securities lawyer prac-
tising with Blake, Cassels & Graydon LLP, says lower
oil prices have affected the financial health of public
companies in the energy space in different ways. "If you
