28 LEXPERT
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2017
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WWW.LEXPERT.CA
May, Neill I. Goodmans LLP
(416) 597-4187 nmay@goodmans.ca
Mr. May's practice focuses on all aspects of corporate/securities law, with
emphasis on M&A, governance, public and private financings, private-equity
and business restructurings. He is a former member of the TSX Listing
Advisory Committee and the OSC's Securities Advisory Committee and Small
Business Advisory Committee. Former Adjunct Professor at the University
of Toronto, Faculty of Law.
Matlow, David J. Goodmans LLP
(416) 597-4147 dmatlow@goodmans.ca
Mr. Matlow practises corporate finance/securities, private-equity and M&A
law. He acts for public and private companies in a range of transactions,
including financings, fund formation, initial public offerings, regulatory
matters and divestitures.
Mathieu, Frank Stikeman Elliott LLP
(514) 397-2442 fmathieu@stikeman.com
Mr. Mathieu is a partner and member of the Tax Group. He specializes in
Canadian income tax law including income tax aspects of mergers and
acquisitions, corporate reorganizations and restructurings in a cross-border
context, and has extensive expertise in advising foreign private-equity funds
in relation to their Canadian investments.
Martel, Guy P. Stikeman Elliott LLP
(514) 397-3163 gmartel@stikeman.com
Mr. Martel is a partner and member of the Litigation group specializing
in banking and restructuring. He is a TMA and INSOL member. He has
represented lenders, borrowers and investors in Canadian cross-border
and foreign restructurings. He also advises entities specializing in the
restructuring and sale of financially troubled businesses.
Marshall, Douglas R. Osler, Hoskin & Harcourt LLP
(416) 862-4218 dmarshall@osler.com
Mr. Marshall advises on M&A, corporate finance and governance matters,
including domestic and cross-border take-overs, share and asset
transactions, privatizations and restructurings, and equity and debt offerings.
Marley, Patrick W. Osler, Hoskin & Harcourt LLP
(416) 862-6583 pmarley@osler.com
Mr. Marley provides tax advice on international tax planning, domestic
and cross-border M&A, corporate reorganizations, corporate finance and
various other tax matters. He has experience in various industries including
financial services, mining, oil & gas, telecommunications, manufacturing
and technology. Prior to joining Osler, he drafted tax laws for the Canadian
Department of Finance.
LEXPERT RANKED LAWYERS
other deals, so we knew each other well. Behind
the rankings, we are well-known in the China
market for our solid China deal experience, bilin-
gual China practice team and presence in China
through our Beijing office, so we were a natural
choice for Yintai.
LEXPERT: Once Blakes was brought in, Mike,
what were you seeking skills-wise for the Blakes
people you put on your team?
Laffin: Yintai needed support of Canadian counsel
in negotiating the Canada law-governed transac-
tion document, in closing the transaction and in
communicating with Chinese counsel who were
responsible for due diligence and Chinese regu-
latory issues. We assembled a team with exten-
sive experience acting for Chinese companies on
M&A transactions, and knowledge of the Chi-
nese regulatory environment.
LEXPERT: Zaichi, prior to your arrival at Blakes in
Vancouver, you practised for six years at a major
Chinese law firm in Beijing. With your fluency in
Mandarin and 20 years of experience counselling
multinationals with interests in China, that had
to be more than handy in an asset sale like this.
Hu: Coincidentally, the lead Chinese counsel to
Yintai was my former partner at a major Chinese
law firm, so that was helpful in communicating
the needs of Yintai and discussing due diligence
and Chinese regulatory issues.
LEXPERT: ere were a lot of firms involved in
this deal from a number of countries — China,
Canada, Australia, Hong Kong. Besides the obvi-
ous language barrier, what were some of the other
challenges your teams had in orchestrating and
negotiating this deal?
Laffin: We were retained when the deal discussions
were at an advanced stage, and did not participate
in due diligence. Consequently understanding the
negotiations and processes that occurred prior to
our involvement was critical.
LEXPERT: at wasn't a great time for Blakes to
come in on potentially a $600-million deal. It
must have caused some extra pressure for your
team with negotiations already under way.
Hu: Yintai had to meet the shareholder approval
and disclosure requirements applicable to public
companies in China, and Eldorado had to meet
Canadian listed-company requirements, and the
parties had to sort out the differences.
LEXPERT: What sort of role does the Chinese gov-
ernment play in such deals? What lawyers or firms
had to deal with that element?
Hu: Yintai had to make several filings with the
Chinese government before and aer the deal
