WWW.LEXPERT.CA
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2017
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LEXPERT 29
Meghji, Al Osler, Hoskin & Harcourt LLP
(416) 862-5677 ameghji@osler.com
Mr. Meghji is widely recognized as one of Canada's leading tax litigators.
Counsel to many significant corporate taxpayers. Has successfully argued
numerous landmark cases, including the first GAAR case and the first
transfer-pricing case in the SCC.
McReynolds, D. Shawn Davies Ward Phillips
& Vineberg LLP (416) 863-5538 smcreynolds@dwpv.com
Mr. McReynolds practises M&A, corporate and securities law. He advises
public companies and the securities industry on corporate governance
issues, and has represented issuers and underwriters in numerous public
and private financings.
McNary, QC, Carman R. Dentons Canada LLP
(780) 423-7236 carman.mcnary@dentons.com
Mr. McNary is the managing partner of the Edmonton office. He concentrates
his practice primarily in the areas of taxation and corporate law, with
emphasis on compliance and dispute resolution with government agencies,
and on corporate tax strategies, structures and governance of tax risk,
particularly focusing on First Nations and cross-border enterprises.
McFetridge, William J. Norton Rose
Fulbright Canada LLP (604) 641-4825
bill.mcfetridge@nortonrosefulbright.com
Mr. McFetridge has over 35 years of experience providing professional
strategic counsel and advice to clients in a range of industries, including
transportation, marine, real estate, construction, maritime, wholesale
distribution and forestry. He is particularly knowledgeable on the process
of buying and selling businesses. Mr. McFetridge is also a chartered
arbitrator (C.Arb.).
McFadden, QC, David J. Gowling WLG
(416) 369-7243 david.mcfadden@gowlingwlg.com
Mr. McFadden's corporate governance and financing practice embraces
the infrastructure, energy and financial services sectors. His infrastructure
experience includes toll highways, tunnels, energy projects and health care
facilities. He is Chair of the Board of 407 International Inc. and Toronto
Hydro Corporation.
McClure, Neville J. Stikeman Elliott LLP
(604) 631-1324 nmcclure@stikeman.com
A partner in the firm's Global Mining Group, Mr. McClure's securities practice
focuses on representing issuers and underwriters in the resources sector,
including initial public offerings and public and private-equity and debt
financings. He focuses on corporate finance and asset and share purchase
transactions and the provision of general corporate advice to public
and private resource companies.
LEXPERT RANKED LAWYERS
agreement was signed, both at the local and central
government levels. ese included two filings with
the National Development and Reform Commis-
sion, two filings with the Ministry of Commerce,
and the final foreign exchange filing confirmation,
without which the money could not be transferred
out of China. e final confirmation came in only
a few days before the closing deadline, and the Chi-
nese government tightened foreign-exchange filing
requirements only one week aer the closing. Yin-
tai dealt with those filings mostly by itself, with
some assistance from its Chinese counsel.
LEXPERT: How does getting shareholder approval
of a deal like this differ for Chinese shareholders?
Is getting Chinese shareholder approval a more dif-
ficult process?
Hu: Yintai set up a special purpose subsidiary to
act as purchaser of the assets, and the subsidiary
needed capital injection from Yintai, its principal
shareholders and other investors. Yintai acted as
the guarantor of the purchaser's obligations, and
the deal became a related-party transaction, so
Yintai needed shareholders' approval for both the
capital injection and the guarantee, thus more time
was needed for Yintai to put together the docu-
ments, give notice to shareholders and make public
disclosure. Eldorado eventually decided that it did
not require approval of its shareholders — its board
could approve the deal, so it was an easier process
for Eldorado.
LEXPERT: As you mention, the Chinese govern-
ment managed to change the rules concerning the
movement of funds from a Chinese entity to a for-
eign entity just days aer this deal was completed.
Did Blakes get a heads-up about this? Did the firm
know these rule changes were coming and, if so,
how did it affect the deal negotiations?
Hu: We did not know Chinese rule changes were
coming, but during the few weeks before closing,
the Chinese currency was continuously mov-
ing downward against the deal currency (US$)
amid market turbulences, and this was not
lost on the parties.
LEXPERT: Did working on this deal require a sig-
nificant physical presence in China by anyone from
the Blakes team? Did you need to go to White
Mountain and Tanjianshan Mines, or the Dragon
Development project?
Hu: Both of us had to travel several times to China
to advance the deal to closing, though the closing
itself was effected electronically in Vancouver. We
did not need to go to the mine sites, as due dili-
gence had been done by Chinese counsel before we
stepped in, and we relied on the support of Chinese
counsel to coordinate the physical delivery of clos-
ing documents in China.
