18 LEXPERT
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2018
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WWW.LEXPERT.CA
Halperin, Stephen H. Goodmans LLP
(416) 597-4115 shalperin@goodmans.ca
Counsel after more than 30 years as partner. Named among top 30 M&A,
capital markets and governance lawyers worldwide by Euromoney (only
Canadian in all 3 categories). Peer-selected Toronto corporate governance
lawyer (2018 and 4 times previously), M&A lawyer (2017) and corporate
lawyer (2015 and once previously) of the year in Best Lawyers in Canada.
Highest ranking for past 17 years in Chambers .
Gunasekera, David McCullough O'Connor Irwin LLP
(604) 646-3325 dgunasekera@moisolicitors.com
Mr. Gunasekera, partner, regularly acts for both issuers and securities
dealers in equity financing transactions including private placements
and prospectus offerings. He also assists reporting issuers in a variety
of transactional work and in complying with all stock exchange, continuous
disclosure and corporate governance requirements.
Guindi, AdE, Shahir Osler, Hoskin & Harcourt LLP
(514) 904-8126 sguindi@osler.com
Mr. Guindi, National Co-Chair of the firm and former managing partner
of the Montréal office, focuses on domestic and cross-border M&A, corporate
finance, private equity and venture capital. He also acts for PE funds
on investments, divestitures and fund formations.
Gropper, QC, Mitchell H. Farris, Vaughan,
Wills & Murphy LLP (604) 661-9322 mgropper@farris.com
Senior partner Mr. Gropper, QC, has extensive corporate and securities
practice with emphasis on complex transactions including corporate finance,
reorganizations, and M&A. He has represented issuers and investment
dealers in IPOs and public/private securities offerings; acted for purchasers
and sellers in M&A transactions; and been involved in going-private
and related-party transactions.
Grieve, QC, John F. Fasken Martineau DuMoulin LLP
(604) 631-4772 jgrieve@fasken.com
Mr. Grieve, QC is an internationally-recognized insolvency and restructuring
lawyer, with a focus on advising major companies on complex commercial
reorganizations. As the immediate past Chair of the Firm's Global Insolvency
and Restructuring group (from 2007 to 2017), he has a wealth of experience
in regional, national and international insolvencies and restructuring.
Gregory, John N. Thorsteinssons LLP
(604) 689-1261 jngregory@thor.ca
Mr. Gregory's practice focuses on personal and corporate taxation, corporate
reorganizations, syndications and international tax planning. He advises
a number of private business groups and high net worth families on tax
matters. Their businesses are involved in various sectors including real estate
development and investment, hospitality, agriculture and entertainment.
LEXPERT-RANKED LAWYERS
genuous about their level of knowledge. Sandbag-
ging has even been described as "weaponizing"
the closing process. Others describe it as "waiting
in the weeds." But we need to take a step back to
properly understand what's going on.
According to Olasker, "the issue is much more
nuanced than [it is sometimes portrayed] and
has to be seen as part of an overall negotiation
between buyer and seller." Negotiations between
buyer and seller, including sandbagging strategies,
are always about allocation of risk, she says. Both
sides want to protect themselves from potential
losses. Sandbagging is simply an aspect of that.
"I think there's been growing attention on this
area of the law," says Cornell Wright, a partner
and co-head of the M&A practice at Torys LLP.
As a practical strategy on its own, sandbagging
"IN OUR EXPERIENCE,
BUYERS GENERALLY AREN'T
LOOKING TO TAKE ADVANTAGE
OF UNSUSPECTING SELLERS
BY LAYING IN THE WEEDS WITH
KNOWLEDGE OF MISREPRESENTATION
SO THAT THEY CAN TURN AROUND
AND SUE THE SELLER AFTER CLOSING,"
SHE EXPLAINS. "LITIGATION
IS TOO COSTLY AND TIME
CONSUMING FOR THAT."
- PATRICIA OLASKER; DAVIES WARD
PHILLIPS & VINEBERG LLP
PHOTO:
SHUTTERSTOCK
