18 LEXPERT
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2017
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WWW.LEXPERT.CA
Gamble, Ian J. Thorsteinssons LLP
(604) 602-4290 gamble@thor.ca
Mr. Gamble represents several corporate clients in the mining, forestry,
telecommunications, oil and gas, energy and real estate sectors. His
corporate and international tax practice includes merger and acquisition
structuring, tax opinions, CRA audit and transfer pricing defense,
and tax appeals.
Gallivan, QC, Daniel F. Cox & Palmer
(902) 491-4126 dgallivan@coxandpalmer.com
Mr. Gallivan's practice is primarily transactional and concentrates in the
areas of corporate, finance, securities, energy and public law. He represents
corporations, governments, professional organizations and financial
institutions both in Canada and internationally. Mr. Gallivan also has
the leadership role of CEO of Cox & Palmer.
Gagné, Jean M. Fasken Martineau DuMoulin LLP
(514) 397-5152 jgagne@fasken.com
Mr. Gagné specializes in commercial and business law, mergers &
acquisitions, and financings and major commercial contracts in the mining
industry. He has experience in the business proceedings of the mining sector.
He has participated in the finalization of financings and major transactions
and has played a key role in negotiating agreements for all phases
of a number of sizable projects.
Gabrielson, Andrew J. Fasken Martineau
DuMoulin LLP (604) 631-4844 agabrielson@fasken.com
Mr. Gabrielson, Partner, is a member of the firm's Global Mining, Global
Energy & Business Groups. He advises resource & energy companies on
transactions relating to exploration, project development, commercial mining
& energy operations. He frequently drafts and negotiates major commercial
agreements including those for project development and ongoing operation
of mines & energy facilities.
Fraser, Jean M. Osler, Hoskin & Harcourt LLP
(416) 862-6537 jfraser@osler.com
Ms. Fraser advises boards and senior management of public and private
companies, principally on complex governance, M&A and corporate finance
matters. Her financing experience includes domestic and cross-border public
and private offerings of debt and equity and infrastructure financings. She
has been lead counsel on many of Canada's most significant transactions.
Fraiberg, Jeremy D. Osler, Hoskin & Harcourt LLP
(416) 862-6505 jfraiberg@osler.com
Mr. Fraiberg, Co-Chair of the M&A Group, practises corporate and securities
law with an emphasis on M&A and corporate finance. He acts for public
and private companies, private-equity funds and investment banks
on a range of transactions.
LEXPERT RANKED LAWYERS
time for the rules to come in. People weren't ready
for something new."
IPOs generally were very slow during this inter-
vening period and the TSX rules for SPACs were
not user-friendly, says Yaskiel. "It took someone
jumping into the water to test the market."
at someone was Dundee Acquisition Corp.,
which raised $112 million in an IPO in April
2015. Simon Romano, a partner at Stikeman El-
liott LLP, says it took about a year of negotiating
with the TSX and the Ontario Securities Com-
mission to allow Dundee's SPAC, "and we got a
number of exemptions from their rules."
"at opened the floodgates," says Romano.
"e TSX has granted the same exemptions six
times. Once those exemptions were in place, the
concept of a US-style SPAC became much more
doable. ey're still a bit more restrictive here, but
not too bad now."
Even with several SPACs having done IPOs,
"the jury was really out until last fall on whether it
was going to be a success," Yasiel says. Doug Mar-
shall, a partner at Osler, Hoskin & Harcourt LLP,
thinks the jury is still out. "I don't see any real mo-
mentum for the structure," he says. "ere haven't
been any others since the first wave of them, and
that's because people are trying to assess whether
they'll actually get transactions completed."
INFOR Acquisition Corp., which raised $230
million in its IPO, was the first SPAC to try a
transaction — it would have been acquired by
ECN Capital — but the deal collapsed last Oc-
tober due to shareholder opposition. Dundee an-
nounced in January that so many investors were
redeeming their stock that it didn't have enough
cash to finance its acquisition of CHC Student
Housing Corp. e deal is currently on hold.
Until the qualifying acquisition, the SPAC is a
very safe investment, because the funds in escrow
must be invested in treasury bills, and sharehold-
ers (other than sponsors) have the right to redeem
"It may be a more
attractive opportunity
than doing an IPO because
the financing is already
available and the legwork
has been done, and there's
a good management
team they can hook into."
- AVA YASKIEL, NORTON ROSE FULBRIGHT CANADA LLP
