WWW.LEXPERT.CA
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2016
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LEXPERT 27
Marley, Patrick W. Osler, Hoskin & Harcourt LLP
(416) 862-6583 pmarley@osler.com
Mr. Marley provides tax advice on international tax planning, domestic
and cross-border M&A, corporate reorganizations, corporate finance and
various other tax matters. He has experience in various industries including
financial services, mining, oil & gas, telecommunications, manufacturing
and technology. Prior to joining Osler, he drafted tax laws for the Canadian
Department of Finance.
Markin, Quentin Stikeman Elliott LLP
(604) 631-1317 qmarkin@stikeman.com
Mr. Markin will be based in Vancouver from mid-2016 after more than
four years in Sydney, Australia. His practice emphasizes corporate finance
(equity, royalty and metal streams) and merger & acquisition transactions
in the mining sector. Acts and has acted for issuers based in more than
15 countries, as well as underwriters in global capital raisings and inter-listed
company transactions.
Mariage, Frank Fasken Martineau DuMoulin LLP
(514) 397-7540 fmariage@fasken.com
Mr. Mariage practises in securities, corporate and mining law. He has
developed particular expertise in legal issues relating to the mining industry,
representing clients in the process that leads to the discovery, sale or mining
of mineral deposits in Canada or abroad. He is a specialist in matters that
affect mining companies and the legal challenges they face.
Maguire, Patrick T. Bennett Jones LLP
(403) 298-3184 maguirep@bennettjones.com
Mr. Maguire's practice spans all areas of commercial energy law including
asset and share sales and acquisitions in Canada and abroad, joint venturing,
transportation and sales transactions, and other commercial facets of energy
project development.
MacFarlane, Alex L. Gowling WLG
(416) 369-4631 alex.macfarlane@gowlingwlg.com
Mr. MacFarlane is a partner in Gowling WLG's Toronto office and leads that
office's Restructuring and Insolvency Practice Group. He specializes in
complex cross-border restructuring and insolvencies, providing restructuring
and insolvency advice to a wide array of clients including Chapter 11 debtors,
directors and officers, financial institutions, monitors and receivers,
and other stakeholders.
MacDonald, QC,
Alexander (Sandy) Cox & Palmer
(709) 570-5512 amacdonald@coxandpalmer.com
Mr. MacDonald practises in energy and natural resources, with emphasis
on Atlantic Canada. He acts for governments and companies in all aspects
of energy projects including commercial, construction, regulatory, taxation
and royalty issues.
LEXPERT RANKED LAWYERS
cash flow is insufficient to cover its debt, creditors may
take dominance over shareholders. at's when direc-
tors may decide to sell assets.
Richard Orzy, Co-Head of Restructuring and Insol-
vency at the Toronto office of Bennett Jones LLP, has
been a leading restructuring lawyer for 35 years. He
agrees with Dietrich that distressed M&A deals under
the court guidance mandatory in a CCAA transaction
(or under the lesser-used Canada Business Corporations
Act) can oen lead to a better purchase than a regular
transaction would.
ough there can be increased costs to transactions
done under the CCAA or CBCA, "You get better title.
You get a cleaner result," says Orzy. "In a regular M&A
or purchase transaction, you get the company with all
the warts. And even good companies have warts."
CCAA transactions can provide sellers with vesting
orders — an important legal tool when transferring
title on assets from one party to another. Such orders
provide comfort to purchasers and make it difficult for
anyone – including creditors who hold collateral – to
challenge a transfer of property or assets. Vesting or-
ders, when given, says Orzy, "give you pristine, perfect
title to the assets."
e court process, adds Orzy, oen means directors
get full release from being sued by shareholders, credi-
tors or other parties aer a distressed deal closes.
"Contrary to what your first reaction might be," says
Orzy, declaring you're in distress doesn't necessarily
make it harder to sell a company or assets and get a fair
price on the sale.
And, because deals under the CCAA or CBCA act
as a kind of legal wart remover, buyers may be will-
ing to pay a premium for a target or its assets. When
Nortel Networks Corp. filed for CCAA protection
in 2009, it eventually sold its assets off for $7.3 bil-
lion. "e result was much more than anyone ever
expected," says Orzy.
For a distressed company, running the best possible
sales process once it is under the CCAA is critical to
lenders, shareholders and other stakeholders. Along
with the need for thorough legal representation on all
sides, there are firms that specialize in setting up the
sales process, and scouring the globe for potential buy-
ers. At Blakes, Bourassa has gotten much busier work-
ing with lenders as well as buyers.
"When we speak to potential acquirers, we coach
them on the CCAA process, and how it would work in
a [distressed] situation...to allow them to acquire assets
for what they view as a fair value, but free and clear of
the claims of subordinate creditors and avoid any abili-
ties of the shareholders to block any transaction."
She's seeing the value gap close between distressed
sellers and potential buyers. And, though oil prices are
low, they seem to be stabilizing, giving companies with
stronger balance sheets more comfortable sniffing-out
strategic acquisitions. at, Bourassa predicts, means
more distressed deals are likely to be closed this year
compared to 2015.
