Lexpert Special Editions

Special Edition on Corporate -2016

The Lexpert Special Editions profiles selected Lexpert-ranked lawyers whose focus is in Corporate, Infrastructure, Energy and Litigation law and relevant practices. It also includes feature articles on legal aspects of Canadian business issues.

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WWW.LEXPERT.CA | 2016 | LEXPERT 41 Verbrugge, Magnus C. Borden Ladner Gervais LLP (604) 640-4198 mverbrugge@blg.com Mr. Verbrugge's practice focuses on bankruptcy and insolvency and corporate finance. He acts for creditors, debtors, proposal trustees and monitors in a broad range of restructurings under the Companies' Creditors Arrangement Act and the Bankruptcy and Insolvency Act. Vaux, Robert Goodmans LLP (416) 597-6265 rvaux@goodmans.ca Mr. Vaux focuses on all aspects of corporate and securities law, with particular emphasis on M&A, corporate finance (initial public offerings and follow-on financings) and contested governance matters, including proxy contests. He has developed a reputation for assisting in the structuring of novel and sophisticated transactions and dealing with complicated issues in a results- oriented manner. Vanderpol, Sean Stikeman Elliott LLP (416) 869-5523 svanderpol@stikeman.com Mr. Vanderpol is a partner in the Toronto office and is co-head of the Capital Markets/Public M&A Group. His practice focuses on public companies with an emphasis on public M&A transactions (take-over bids, mergers and plans of arrangement) as well as public corporate finance transactions and public governance and compliance issues. He is a member of the firm's Professional and Ethics Committee. Urbani, Michael G. Stikeman Elliott LLP (604) 631-1340 murbani@stikeman.com Mr. Urbani acts for private and public entities and investment dealers in public financings and private placements, as well as hostile and negotiated take-over bids and M&As involving public and private corporations. Ulmer, John M. Davies Ward Phillips & Vineberg LLP (416) 863-5505 julmer@dwpv.com Mr. Ulmer focuses on tax aspects of international ventures, corporate finance and real estate transactions. A specialist in taxation of REITS and cross-border real estate investments, he advises investors on acquisitions in Canada, the US and abroad. Turner, John S.M. Fasken Martineau DuMoulin LLP (416) 865-4380 jturner@fasken.com As a leading M&A, corporate finance and "dirt lawyer," Mr. Turner's expertise is sought in top resource deals and in other sectors. His clients include issuers and underwriters in Canada and throughout Africa, Latin America and Eastern Europe. LEXPERT RANKED LAWYERS diction to phase out coal-fired power generation. e foundation of the transaction is that Bruce Pow- er will receive a stable price for the electricity it gener- ates over the life of the Units, allowing it to undertake life-extension activities including the refurbishment and major component replacement of the Units. e initial price for such electricity under the ARBPRIA is $65.73 per megawatt-hour (MWh), about 30 per cent lower than the average price of power that Ontario resi- dents paid for electricity in 2015. As part of the transaction, Bruce Power was reorga- nized to consolidate the two limited partnership struc- ture that was created in 2005 to permit the refurbish- ment of Units 1 and 2, and the lease and several ser- vices agreements between Bruce Power and OPG were amended. Additionally, one of the limited partners of Bruce Power, a subsidiary of TransCanada Corpora- tion, exercised its option to acquire limited partnership interests from BPC Generation Infrastructure Trust (a trust established by Ontario Municipal Employees Re- tirement System), such that those two limited partners each have an equal interest in the reorganized Bruce Power. Trusts associated with the Power Workers' Union, the Society of Energy Professionals and Bruce Power employees are the other partners of Bruce Pow- er. In addition, Bruce Power's banking facilities (led by Scotiabank and TD Bank) were restructured as part of the reorganization. Representing the limited partners and Bruce Power in negotiations with the IESO were Bruce Power Chief Legal Officer, Brian Hilbers, and McCarthy Tétrault LLP's David Lever, Seán O'Neill, Michael Weizman, Matt Appleby and Jamie Klein (energy/corporate), with necessary tax rulings obtained by Douglas Can- non, Robert Nearing, Brian Pel and Wendy Brousseau (tax). Acting on behalf of the IESO were Director, Corporate Commercial Legal Group, Michael Boll, and Davies Ward Phillips & Vineberg LLP's Nicho- las Williams, Brooke Jamison, Chris Figel, Michael Disney and Steven Cutler. McCarthy Tétrault LLP also acted for BPC Gen- eration in the sale of its partnership interest to Trans- Canada and the renegotiation of the governance ar- rangements related to Bruce Power. e BPC Genera- tion team comprised Kath Hammond, Vice President Legal at Borealis Infrastructure, and McCarthy Té- trault LLP's David Lever, Matthew Cumming, Chris Langdon and Jake Irwin. TransCanada was represented by David Kohlen- berg, Vice President Law, Energy and Liquids, Victoria Marselle, Associate General Counsel, Craig Newman, Senior Legal Counsel, as well as Sean Vanderpol, Mi- chael Decicco and Rolake Adeniran (corporate) and Doug Richardson and Dean Kraus (tax) of Stikeman Elliott LLP. e reorganization of Bruce Power was undertaken by a McCarthy Tétrault LLP team comprising Su- zAnne Murphy, Jake Irwin, David Badour, Omar Soliman, Na Fan and Zach Masoud. Acting for Bruce

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