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2017
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LEXPERT 13
Crosbie, R. Ian Davies Ward Phillips & Vineberg LLP
(416) 367-6958 icrosbie@dwpv.com
Mr. Crosbie is experienced in tax aspects of domestic and cross-border M&A
and reorganizations, inbound and outbound investments and corporate
structuring, private-equity fund formation and investment, debt and equity
financing and financial products, general corporate and personal tax planning
and advice, and tax dispute resolution.
Corbett, Leland P. Stikeman Elliott LLP
(403) 266-9046 lcorbett@stikeman.com
Mr. Corbett's corporate-commercial practice embraces public and private
capital markets transactions, including corporate and investment banking
matters, share and asset acquisitions and dispositions, securities dealings
and other M&A.
Ciardullo, John J. Stikeman Elliott LLP
(416) 869-5235 jciardullo@stikeman.com
Mr. Ciardullo is a partner in the Toronto office and Head of the Corporate
Group. His practice focuses on complex M&A, proxy contests/contested
meetings and corporate finance transactions. He counsels clients
on a variety of matters including transaction structuring, acquisition
and defense strategy, and compliance with fiduciary duties.
Christian, Jeff Lawson Lundell LLP
(604) 631-9115 jchristian@lawsonlundell.com
Mr. Christian is a litigation partner with the Vancouver office of Lawson
Lundell LLP, with a practice focused on energy and regulated utilities.
He represents utilities, power marketers and consumer groups in proceedings
before administrative tribunals such as the BCUC, the AUC and the NEB.
He was named Energy Regulatory Law Lawyer of the Year in Vancouver
for 2013 by Best Lawyers in Canada.
Chernin, Lawrence S. Goodmans LLP
(416) 597-5903 lchernin@goodmans.ca
Mr. Chernin has over 25 years' experience in Canadian and international
M&A, public company and private-equity transactions. He has acted for
issuers and underwriters in connection with public offerings including debt
and cross-border offerings. He has provided advice on many significant M&A
transactions, plans of arrangements and take-over bids, and advised special
committees of public companies.
Cherniawsky, QC, Donald N. Felesky Flynn LLP
(780) 643-3060 dcherniawsky@felesky.com
Mr. Cherniawsky practises in the Edmonton office, focusing on litigation
for matters involving income tax and the GST, as well as on international
tax matters, and corporate and personal tax planning. He has written
extensively on these matters.
LEXPERT RANKED LAWYERS
bought deal, which helped fund its $13-billion
purchase of Columbia Pipeline Group.
Sampling some 5,000 non-IPO issuances in
Canada from January 2014 to December 2016,
Goodmans estimates that 90 per cent of offerings
by previously listed companies are now executed
as bought deals. Pincus says some of those deals
are done by small- to mid-size foreign-domiciled
companies that are drawn to issue equity in Can-
ada due to the relative ease and speed of the Can-
adian bought-deal process, which he chalks up
to regulatory responsiveness and the creativity of
Canadian investment banks.
Larger Canadian issuers are typically ready to
do a bought deal whenever an acquisition oppor-
tunity or other business situation makes it attract-
ive, he says. Every registered Canadian company is
required to file an annual information form, and
this becomes the basis for draing a new short-
form prospectus, to which any recent material
events are added.
e issuing company then seeks commitment
from one or more underwriters (investment
banks) in the form of a bought-deal letter that sets
out terms of the agreement. e letter is legally
binding on the underwriters (Ontario Superior
Court, Stetson v. Stifel Nicolaus), requiring them
to buy out the entire issue at the agreed price. It
specifies the level of any discount below market
at which underwriters will acquire the entire new
share issue and sell it on, as well as the fees to be
earned for marketing the issue.
e issuer and underwriters sign the agree-
ment and, on the same day, issue a press release
announcing the issue of new shares, usually mid-
week and aer the close of trading. e release
also specifies the intended use of proceeds, which
allows prospective investors to judge whether the
net effect will be accretive. is becomes day one.
e deal is then public and underwriters are al-
lowed to "pre-market" shares to institutional in-
vestors, without waiting for a preliminary short-
form prospectus to be filed with regulators and
approved. is pre-marketing represents a special
bought-deal exemption from insider trading rules
that otherwise require prospectus-level disclosure
before shares can be sold to the public.
e issuer and its lawyers then have up to four
days to file a preliminary prospectus, bringing
the process to day five (or less if they file earlier).
An approved final prospectus is usually filed by
around day 10. is allows underwriters to close
deals contained in expressions of interest secured
from institutional investors in the pre-marketing
period. If the issue is selling well, the issuer and
underwriters can agree to an over-allotment,
in which additional shares are sold on the same
terms as the original bought-deal agreement, but
with the requirement that a new press release be
