8 LEXPERT
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2016
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WWW.LEXPERT.CA
Brennan, Patrick J. Bennett Jones LLP
(403) 298-3433 brennanp@bennettjones.com
Mr. Brennan acts in banking and debt financing transactions, asset-based
financing and leasing, personal property security, debt restructuring, aircraft
acquisition, disposition, leasing and financing, commercial transactions
and aviation law.
Bremermann, Eric H. Stikeman Elliott LLP
(416) 869-6821 ebremermann@stikeman.com
Mr. Bremermann's corporate/commercial practice includes an emphasis
on Canadian-European cross-border issues. He advises on corporate
transactions including M&A, as well as the development of projects and JVs
in the NAF TA market. He has expertise in the area of renewable energy
and independent power production, and advises clients in the sector
in connection with their entry into Canada.
Branchaud, René Lavery, de Billy, L.L.P.
(514) 877-3040 rbranchaud@lavery.ca
Mr. Branchaud, partner at Lavery, has extensive experience in the field of
mining law. Through his involvement in mining projects, he assists companies
with their incorporation, corporate structure, mergers and acquisitions and
financing. Over the years, he has been recognized several times as a leading
practitioner in the field of natural resources law.
Braithwaite, William J. Stikeman Elliott LLP
(416) 869-5654 wbraithwaite@stikeman.com
Mr. Braithwaite is the Chair of the Firm, senior partner in the Toronto office
and sits on the firm's Partnership Board and Executive Committee. Mr.
Braithwaite has a transactional practice focusing primarily on public M&A,
corporate finance and governance matters. Mr. Braithwaite acts as counsel
for a number of major Canadian corporations, boards of directors and
institutional stakeholders.
Bouvette, Sylvie Borden Ladner Gervais LLP
(514) 954-2507 sbouvette@blg.com
Ms. Bouvette is the Montréal regional leader of BLG's Electricity Markets and
Oil & Gas Groups. She has over 24 years' experience representing clients in
connection with the development, acquisition, joint ventures, partnership and
financing of hydro, biomass, LNG, biogas and wind farm projects, and has
been involved in the energy industry notably through board memberships
and industry events.
Bouchard, Lucien Davies Ward Phillips
& Vineberg LLP (514) 841-6515 lbouchard@dwpv.com
Mr. Bouchard is a partner in the Corporate/Commercial, Litigation, M&A,
Energy and Mining practices. He advises large corporations on strategic
issues and policy matters in addition to acting as negotiator and mediator
for significant disputes.
lower, otherwise viable wells may no longer be
economic and thus be shut in until prices rise.
at will only add to the liability side of a com-
pany's LMR calculation should it wish to buy
assets with wells that are or may be shut in at
some point.
Companies with an LMR below 2.0 must
post a security with the AER to cover any pos-
sible future abandonment and reclamation
costs, if it wishes to make an asset acquisition.
"So there is additional risk and cost to pur-
chase a distressed asset that otherwise could
be a great buy for a well-positioned company,"
says Bourassa.
As oil prices declined some big law firms
with a presence in Calgary began holding sem-
inars with their client base on how to deal with fallout
of distressed balance sheets. Osler's, for instance, held
seminars on how to do business with insolvent counter
parties. "We also presented a series of seminars to the in-
dependent director community on the theory that they
might be tested in the current commodity downturn in
a way that hadn't been in the past," says Turner. With the
hunker-down strategy seemingly no longer viable, he
says, "boards are le with some very difficult problems."
"Personal liability was a topic we got a lot of questions
on," says Turner. "ere is concern for the things for
which directors can be personally held liable for" when
their companies face financial trouble. For instance,
they may have exposure to environmental liabilities if
their insolvent company doesn't properly remediate
abandoned well sites.
Randall Block, QC, is a Calgary-based partner with
Borden Ladner Gervais LLP's litigation and arbitration
group who specializes in dispute resolutions in the oil
and gas industry. He's been through several boom-and-
bust cycles in his 35-year career. One of the bigger prob-
lems he sees in this one may involve the way that invest-
ors with non-operating interests treat operating partners
should those partners become insolvent. Most oil or gas
operations involve partnerships and numerous suppliers
and contractors, but with one company — the operator
— managing the property and pumping the profits from
a resource. When one partner in that line-up goes bank-
rupt or insolvent, it oen impacts the others.
Protecting cash flow from working-interest partners
that cannot pay their fair share of capital outlays and
operating costs is critical, says Block. Most operator
agreements, he explains, give an operator a breadth of
remedies to inure itself from a non-operating partner
that has become insolvent. Ultimately, the operator
could seize the non-operating partner's share in an asset
and sell it. "e trickier issue," says Block, "is for the non-
operator" who is solvent, when the operator of a joint
project suddenly is not.
But there are remedies when a non-operator is owed
money by an operator. "Non-operators," explains Block,
can make a claim against owed revenues the insolvent
operating partner has received, but not turned over.
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