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
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