Critical Considerations For Inside Counsel Regarding Canadian Cross-Border Mergers
Date: Tuesday, November 27, 2012
Time: 2pm ET | 11am PT
Mergers and acquisitions are complicated enough for inside counsel professions but add a cross border deal and many more considerations must be addressed. This presentation will focus on the principal Canadian corporate, securities and tax law considerations that underlie a typical public or private M&A transaction in Canada.
Among the topics to be covered will be the alternative structures (statutory plan of arrangement, take-over bid, amalgamation) that can be used, the benefits and risks associated with each and common strategies to increase deal certainty. We will also discuss the principal tax considerations that arise in a typical M&A transaction, including structuring a transaction to provide a tax deferred treatment for shareholders, repatriation and financing strategies, planning a “bump” in the tax cost of shares of subsidiaries of the Canadian target, and proposed tax amendments.
- Ken Snider
- Partner, Tax Group
- Cassels Brock & Blackwell LLP
Ken Snider is a partner in the Tax Group at Cassels Brock & Blackwell LLP in Toronto. His practice focuses on corporate taxation, with an emphasis on cross-border mergers and acquisitions, reorganizations, inbound and outbound investments, and resource and real estate investments. His clients include multinational corporations, the Canadian federal government, tax-exempt institutions and private equity funds.
He is listed in Law Business Research's The International Who's Who of Corporate Tax Lawyers and The International Who's Who of Business Lawyers, appears in Chambers Global: The World's Leading Lawyers for Business as a leader in the area of tax, and has been awarded Martindale-Hubbell's highest accolade, an AV Preeminent™ rating, for his legal expertise and professional reputation.
Ken has been a speaker at many conferences including those of the Canadian Tax Foundation, The Canadian Institute, Infonex, the Council for International Tax Education and The Law Society of Upper Canada, and has lectured at the University of Western Ontario Law School. He is a contributing editor of CCH International Tax Newsletter, and has been widely published on a variety of tax topics in a number of Canadian and U.S. publications, including the Canadian Tax Journal, Journal of Taxation of Investments, and Tax Notes International. Recent publications include Canadian Taxation of U.S. LLCs: Practice Implications of TD Securities (USA) LLC v. The Queen (2010), TD Securities (USA) LLC v. The Queen – Canada Revenue Agency Loses on Denying Treaty Benefits to a LLC (2010), Tax Aspects of Commencing and Ceasing to Use Property in a Canadian Branch (2010) and Update on Canadian Unlimited Liability Companies (2009).
- Jeffrey Roy
- Partner, Securities Group
- Cassels Brock & Blackwell LLP
Jeffrey Roy is a partner in the Securities Group at Cassels Brock & Blackwell LLP in Toronto. His practice focuses on corporate finance and mergers and acquisitions. He regularly advises clients on takeover bids, arrangements and similar transactions. Increasingly, Jeffrey has been involved with cross-border and international mergers and acquisitions and proxy contests.
Notable transactions in which Jeffrey has been involved in recently include:
- The acquisition of Quadra FNX Mining Ltd. by KGHM Polska Miedz S.A. (CAD$3.5 billion)
- The acquisition of 70% of Gold Crocodile Corp.’s common shares by Luxor Capital Group, LP (CAD$105 million)
- The acquisition of Grayd Resource Corporation by Agnico-Eagle Mines Limited (CAD$275 million)
- The acquisition of Gold Wheaton Gold Corp. by Franco-Nevada Corporation (CAD$830 million)
- The acquisition Ventana Gold Corp. by AUX Canada Acquisition Inc. (CAD$1.5 billion)
- The acquisition of Consolidated Thompson Iron Mines Ltd. by Cliffs Natural Resources Inc. (CAD$4.9 billion)
- The acquisition of Crew Gold Corporation by Nord Gold N.V., a subsidiary of OAO Severstal (CAD$490 million)
- The acquisition of Andean Resources Limited by Goldcorp Inc. (CAD$3.6 billion)
Notable transactions completed in previous years which Jeffrey has been involved include:
- The issue of $250 million of 7.5% convertible, unsecured subordinated resettable debentures by Uranium One Inc.
- The acquisition of GolfTown Income Fund by OMERS Capital Partners (CAD$238 million)
- The acquisition of E.D. Smith Income Fund by Treehouse (CAD$320 million)
- The initial public offering of Teranet Income Fund (CAD$762 million)
- The acquisition of Tanganyika Oil Company Ltd. by Sinopec International Petroleum Exploration and Production Corporation
- The completion of a $250 million rights issue by Katanga Mining Limited
- The acquisition of Gold Eagle Mines Ltd. by Goldcorp Inc.
- The acquisition of Skye Resources Inc. by HudBay Minerals Inc.
- The three-way merger of New Gold Inc., Metallica Resources Inc. and Peak Gold Ltd.
- The acquisition of Scandinavian Minerals Inc. by First Quantum Minerals Ltd.
- The acquisition of Nikanor Plc by Katanga Mining Limited
- From 2002 to 2005, Jeffrey served as a member of the Securities Advisory Committee of the Ontario Securities Commission.
For four years, Jeffrey was also an Adjunct Professor on the Faculty of Law at the University of Calgary, where he lectured on topics in corporate and securities law. He has written and spoken on various topics in securities and banking law.