6 LEXPERT
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2017
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WWW.LEXPERT.CA
Basra, Sarbjit S. Davies Ward Phillips & Vineberg LLP
(416) 367-6926 sbasra@dwpv.com
Mr. Basra is experienced in a variety of transactions, including mergers
and acquisitions, private equity fund formation and private-equity
investment transactions.
Barbeau, Marc B. Stikeman Elliott LLP
(514) 397-3212 mbarbeau@stikeman.com
Mr. Barbeau is a partner anda member of the Montréal Management
Committee. From 2005-2011, he headed the Montréal Business Law Group
and from 2011-2015, he was a member of the firm's board. Practices in
corporate governance, M&A, reorganizations, securities and corporate
finance, including advising senior management and Boards of Directors.
He is an Adjunct Professor at McGill's Faculty of Law.
Baldwin, Chris G. Lawson Lundell LLP
(604) 631-9151 cbaldwin@lawsonlundell.com
Mr. Baldwin advises on mine development, construction, operation and
mining M&A in Canada and the world. Practice includes mining contracts with
foreign governments, IBAs with Aboriginal groups, JVs, royalties, strategic
alliances and partnerships. He has experience as an expert witness
in mining-related litigation and arbitration.
Baines, Simon C. Osler, Hoskin & Harcourt LLP
(403) 260-7010 sbaines@osler.com
Mr. Baines counsels on a broad range of corporate and commercial matters,
both domestic and international, focused primarily in the oil and gas and
natural resource industries. His practice is specifically focused on complex
commercial matters both in the upstream and downstream industry;
offshore exploration and development; and large and smaller scale
LNG project development.
Aziz, Andrew W. Osler, Hoskin & Harcourt LLP
(416) 862-6840 aaziz@osler.com
Mr. Aziz focuses on corporate finance, investment funds and financial
institutions work. He has extensive ETFs, investment funds and retail
structured products experience. He also specializes in M&A for financial
services firms and investment fund mergers and restructurings.
Anderson, John F. Stikeman Elliott LLP
(604) 631-1307 janderson@stikeman.com
Mr. Anderson is a partner and member of the Corporate/Securities Group in
Stikeman Elliott's Vancouver office. His primary expertise is in Canadian and
cross-border public M&A, with a focus on the mining, forestry and technology
sectors. He also has a general corporate practice that involves private M&A,
joint ventures, corporate finance/securities and corporate governance.
LEXPERT RANKED LAWYERS
calls between the lawyers for both sides regard-
ing "taxation elements of the transaction," the
court notes, and the lawyer representing Abacus
circulated it to the sellers' lawyers to make sure
everyone had the same view of the plan and the
associated tax and legal risks.
CRA asked for a copy of a legal memorandum.
When Abacus refused to hand the memo over to
CRA, the agency took the company to the Fed-
eral Court to compel them to produce it. Abacus
fought back, saying the document was not only
privileged, but, if handed over, would provide
CRA with "essentially a roadmap" on every way
to challenge the tax result of the transaction.
Justice Peter Annis found that, while the memo
itself was protected by solicitor-client privilege,
the privilege had been lost when the memo was
shared with the other parties to the deal. In what
has many corporate lawyers extremely concerned,
he went on to say that claiming common-interest
privilege is being used too oen and it helps fa-
cilitate commercial transactions that are "of ques-
tionable legality."
"Examples abound," he wrote. "ey may in-
volve placing wealth off shore, or estate planning
of wealthy persons, or multinational corporations
shiing their costs to high-tax countries and their
profits to low-tax countries."
Douglas Bryce, an M&A lawyer at Osler,
Hoskin & Harcourt LLP in Toronto, says the
ruling takes an unfriendly, "hostile even" view of
business transactions and reverses decades of ju-
risprudence, treating it as though some judge all
those years ago "got to a fork in the road and took
a wrong turn, and the last 20 years of case law has
all been based on that one mistake."
"I work on M&A transactions
all the time where we open
up confidential data rooms
where potential buyers
of a business are doing
a careful due diligence
review of the target before
committing to paying
enormous amounts of money
or taking enormous strategic
risk. [If that is going to result
in a loss of privilege,] then
nobody will share that
information going forward."
- DOUGLAS BRYCE, OSLER, HOSKIN & HARCOURT LLP
