Lexpert Magazine

May 2018

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

Issue link: https://digital.carswellmedia.com/i/964314

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Page 33 of 71

34 LEXPERT MAGAZINE | MAY 2018 oen families, of Canadian companies. "Working with families, you learn what is valuable to them, this provides context about what would and would not work be- tween certain partners in a business deal." His contemporaries from other firms, including Gary Girvan at McCarthy Té- trault LLP, and Sharon Geraghty then at Torys LLP, were learning about their Ca- nadian clients too. "I remember one deal," said Horner, where Gary Girvan and I le the packed McCarthy Tétrault boardroom and had a conversation about what it would take for each of our clients to put it togeth- er. It took another four months but we were spot on what the real issues would be and how they likely would be resolved." Oentimes, Horner had been intro- duced to these families, other owners, and executive leads, by the late Atlantic Cana- dian legal and business powerhouse, Purdy Crawford, who had a sui generis personal touch. Crawford, who was still very active in his 80's, told Horner that "as for the bal- ance between Emotional Intelligence and IQ, every year I think Emotional Intelli- gence is an additional 1% more important" in business. Clay Horner was therefore chosen for several of those business owners' M&A mandates. Many Canadian companies were sold during a time loosely coincid- ing with the first two decades of Horn- er's practice. Some called it a "hollowing out of corporate Canada," while others would say this was and is exciting; we were part of worldwide change in several business sectors. Either way, it has to be acknowledged that those companies to a large extent le Canadian control. From henceforth, U.S.-led law firms would take charge. At Lexpert, we noticed the U.S. law firms move up on the law firm league tables. Moreover, as Horner points out, even if they were behind on the actual league table, they could command significantly higher legal fees for mandates in Canada than Canadian firms could. So who is Clay Horner, le- gally speaking? According to Osler's website: he is "a nation- ally and internationally recog- nized leading advisor for merg- ers and acquisitions in Canada. [He] has extensive experience in counselling senior manage- ment and Boards of Directors of leading public and private corporations. He has acted on many significant transactions with U.S. and international law firms and investment banks, particularly in respect of cross border transactions. [He is a Former Chair of the firm and Chair of its Corpo- rate Department]. He was lead counsel to the 'Wise Persons' Committee' appointed to rec- ommend the best securities regulatory system for Canada and, as a former managing partner of the New York office, worked extensively in cross- border acquisitions, divesti- tures and financing." As for the deals he worked on? Here is a partial list from the Osler website: – Blackstone-led Consortium in its $20 Billion Partnership Agree- ment with omson Reuters (which publishes Lexpert) – TPG Capital LP in its proposed acquisi- tion of Transplace Inc. – WS Atkins PLC in its acquisition by SNC-Lavalin Group Inc. in a deal worth $3.6 billion. – Special Committee of INFOR Acquisi- tion Corporation in first qualifying acqui- sition by a Canadian SPAC. – Special Committee of Intertain Corpo- ration in connection with a strategic re- view and UK redomiciliation transaction. – Canadian Oil Sands in connection with response to hostile bid by Suncor and ulti- mate negotiated transaction. – TPG Partners VI, L.P. in its acquisition of Cirque du Soleil. – Valeant Pharmaceutical in its acquisition of Salix Pharmaceuticals, Ltd. – Tim Hortons Inc. in its $12.5 bil- lion merger with Burger King, creating Restaurant Brands International, a new "Add value where you can. If there is an opportunity to draft a particular clause of an agreement that reflects the Canadian business, jump at it." CLAY HORNER | LOOKING BACK |

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