WWW.LEXPERT.CA
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2017
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LEXPERT 7
Block, QC, Randall W. Borden Ladner Gervais LLP
(403) 232-9572 rblock@blg.com
Mr. Block, QC, specializes in all forms of dispute resolution in the energy/oil
& gas industries, including regulatory proceedings, litigation and arbitration.
He has appeared before the Alberta Court of Queen's Bench, Alberta Court
of Appeal, Supreme Court of Canada, Alberta Utilities Commission, Alberta
Energy Regulator, National Energy Board and various arbitral panels.
He is an ACTL Fellow.
Biringer, Monica E. Osler, Hoskin & Harcourt LLP
(416) 862-6830 mbiringer@osler.com
Ms. Biringer is Co-Chair of Osler's Tax Group. Her practice emphasizes M&A,
corporate finance and financial restructuring in her corporate income tax
practice. Her experience embraces inbound cross-border M&A, corporate
financing, lease financing and tax litigation matters.
Binder, Joel E. Stikeman Elliott LLP
(416) 869-5233 jbinder@stikeman.com
Mr. Binder is a partner and National Co-Chair of the Corporate Finance
& Securities Group. Mr. Binder has a broad corporate practice with
experience in complex public and private M&A and corporate finance
transactions. He frequently represents public issuers, boards of directors,
investment dealers, private equity funds, and strategic bidders and targets.
He sits on the TSX Advisory Committee.
Bigué, QC, AdE, Ann Dentons Canada LLP
(514) 878-8808 ann.bigue@dentons.com
A former NEB Counsel, Ms. Bigué's administrative, constitutional
and regulatory law practice includes an emphasis on energy and natural
resources law. She also provides advice on Aboriginal and treaty rights
to corporate clients in this context.
Bertoldi, Linda L. Borden Ladner Gervais LLP
(416) 367-6647 lbertoldi@blg.com
Ms. Bertoldi is the National Chair of BLG's Electricity Markets Group.
She has extensive power sector experience in project structure and
development, project finance, mergers & acquisitions and with natural gas,
cogeneration, district energy, distributed generation, wind, solar, hydro,
biomass, landfill gas and other renewable technologies.
Bélanger, Carl Fasken Martineau DuMoulin LLP
(514) 397-7600 cbelanger@fasken.com
Mr. Bélanger is a partner and Co-Chair of the firm's Corporate/Commercial
group. Carl is based in Montréal and focuses on commercial transactions,
including mergers and acquisitions, fund formation, private equity
and venture capital. He is recognized as a leader in top legal publications,
and was called to the Québec Bar in 1998. Carl is a member of the Board
of Directors of Réseau Capital.
He says Iggillis, as it stands now, will fun-
damentally change M&A practice. "I work on
M&A transactions all the time where we open
up confidential data rooms where potential buy-
ers 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," says Bryce. And some of that ma-
terial is privileged. If sharing it with a potential
counterparty under careful restrictions, confiden-
tiality agreements and such, is going to result in
a loss of privilege, "then nobody will share that
information going forward."
at means a potential buyer will not have ac-
cess to key legal opinions on issues such as a tar-
get's litigation risk, potential competition chal-
lenges or tax treatments. Osler is telling its M&A
lawyers, unless the decision is overturned, not to
assume common-interest privilege anywhere un-
less it is representing both sides of the transaction.
Patricia Olasker, a senior partner at Davies
Ward Phillips & Vineberg LLP in Toronto, says
the ruling will be "incredibly disruptive" to get-
ting transactions done. Olasker, who does a lot
of M&A work, says strategies for trying to get
around Iggillis, when acting for the buyer, in-
clude having the lawyers review the target's legal
opinions "but never actually keep a copy in our
files and neither would our client," so if they were
ever asked to produce it they could truthfully say
they did not have it. "e risk is, the next question
would be, 'Did you see it or discuss it?' Because
clearly privilege has been lost. So these are not
bullet-proof solutions; these are frail protections
one can resort to until Iggillis gets resolved."
Carol Hansell of Hansel LLP in Toronto, a
governance expert, agrees transactional lawyers
will "be much more cautious about written com-
munications" on a privileged issue. "is is a very
worthwhile case for executives to be following or
having their in-house counsel follow for them.
I would alert them to the fact that is something
they should keep their eye on, and if they're in the
middle of a transaction, they need to say, 'Hang
on a second, how does this apply?'"
e other privilege case that may affect business
people, Canada v. ompson, has more to do
with privilege and privacy. It centres on Alberta
lawyer Duncan ompson, who was in arrears on
his taxes. e Canada Revenue Agency tried to
force him to produce a list of his income and ex-
penses, assets and liabilities — including a current
accounts-receivable listing that would have shown
the government the names of his clients.
ompson handed over most of the documents
requested, but balked at the accounts receivable.
Information protected by solicitor-client privi-
lege is normally exempt from disclosure, although
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