Lexpert Special Editions

Special Edition on Corporate 2017

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 | 2017 | LEXPERT 17 Forestell, QC, Peter R. Cox & Palmer (506) 633-2715 pforestell@coxandpalmer.com Mr. Forestell advises major Canadian, international and provincial businesses on corporate commercial, IP & technology, real estate, and securities and corporate finance matters. His clients also include utilities and financial institutions. Fien, Cy M. Fillmore Riley LLP (204) 957-8348 cyfien@fillmoreriley.com A Senior Tax Partner of Fillmore Riley LLP, Mr. Fien practises primarily in the areas of taxation and trust law. He has extensive experience in corporate tax planning, corporate reorganizations, estate planning, trust law and tax litigation. He taught corporate tax and estate planning courses at the Faculty of Law at the University of Manitoba for over 20 years. Ferrara, Justin E. Norton Rose Fulbright Canada LLP (403) 267-8393 justin.ferrara@nortonrosefulbright.com Mr. Ferrara's main practice is in securities law, with a focus on mergers and acquisitions and corporate finance. Mr. Ferrara has represented a number of both publicly traded and privately held clients in a broad range of matters, including mergers and acquisitions, public and private-equity financings, corporate reorganizations and corporate governance issues. Ferland, Denis Davies Ward Phillips & Vineberg LLP (514) 841-6423 dferland@dwpv.com Mr. Ferland is a partner in financial restructuring & insolvency and litigation practices. He advises many multinational companies, financial institutions, creditors and court officers (including trustees, monitors, receivers) in complex domestic and cross-border restructurings and insolvencies. Has received many recognitions as a leading lawyer. Board member of the Insolvency Institute of Canada. Feldberg, Peter D. Fasken Martineau DuMoulin LLP (403) 261-5364 pfeldberg@fasken.com Mr. Feldberg is the Firm Managing Partner of Fasken Martineau. He practises in all aspects of utility regulation and energy project development. He acts for applicants to power generation, electricity and gas transmission projects, advises clients on legislative and regulatory requirements, public consultation, environmental assessments and acts on contested applications and appeals. Ezekiel, Ron Fasken Martineau DuMoulin LLP (604) 631-4708 rezekiel@fasken.com Mr. Ezekiel is a partner with the firm's Global Energy Group. He assists utilities, independent power producers, and other energy and resource industry clients with matters such as project permits and environmental assessment; impact benefit agreements and negotiations with First Nations; project finance; mergers & acquisitions; divestitures; joint ventures; and carbon market-related activities. LEXPERT RANKED LAWYERS pension funds and retail investors but oen hedge funds and private-equity funds. At least 90 per cent of the capital raised by the IPO must be placed in an escrow account and then used towards the qualifying acquisition. Canada has had six SPACs do IPOs to date, raising over $1 billion. A SPAC is founded by a sponsor (or founder) with the credibility and know-how to raise capital and identify a promising operating business. e founder (together, if desired, with some or all of the directors or officers of the SPAC) holds 100-per- cent ownership of the SPAC before its IPO and assembles its management team. Once listed on the TSX, a SPAC has up to 36 months to complete a qualifying acquisition, though market practice has dictated a period of 21 to 24 months. e SPAC-specific listing require- ments imposed by the TSX include a minimum offering price of $2 a share and at least 1,000,000 freely tradeable shares with an aggregate market value of at least $30 million. e SPAC is not allowed to have a binding agreement with a target company before it does its IPO. e SPAC prospectus typically states that it hasn't identified a qualifying acquisition target and has not initiated substantive discussion with any potential acquisition target. e TSX adopted its listing rules for SPACs back in 2008 in order to imitate NASDAQ and the NYSE, but Canadian investors sat on the side- lines until 2015. "e TSX brought in its rules at a most in- opportune time, because the capital markets were in a poor state following the 2008 credit crisis," says Stephen Pincus, a partner at Goodmans LLP in Toronto. "In fact, you couldn't have picked a worse

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