McCarthy Tétrault advises on Lexpert’s top deals and cases of 2013

Toronto, January 7, 2014 — McCarthy Tétrault is delighted to announce it advised on seven of Lexpert’s top ten deals and on four of its top ten cases of 2013, published in the January issue of Lexpert.

Transactional themes that came through in the "Top 10 Deals of 2013" included transactions in which brands were consolidated and clarified. McCarthy Tétrault advised on the following (as well as on one transaction in which the firm’s representation is confidential). The firm’s representations are in bold:

  • Sobeys and the Empire Company on the tax aspects of Sobeys’ C$5.8 billion acquisition of Canada Safeway; the deal solidifies Sobey’s position as Canada’s second-largest grocer.
  • Primaris REIT and its independent committee in the company’s C$4.6 billion sale to H&R REIT and a consortium led by KingSett Capital that included the Ontario Pension Board and Riocan REIT; this highly complex and heavily negotiated transaction was the largest in Canada’s real estate sector.
  • BCE in its C$3.38 billion acquisition of Astral Media; Bell is Canada's largest communications company and Astral is one of Canada's largest media companies.
  • First Quantum Minerals on the C$2.5 billion acquisition financing for its C$5.1 billion acquisition of Inmet Mining; the deal created a leading and growing copper producer.
  • Leon’s Furniture in its C$700 million acquisition of The Brick; this deal allowed Leon's to expand its reach throughout Canada and in the process it has tripled its revenue and number of stores; it was also a rare example of a public M&A deal without a fiduciary out for the board.
  • the underwriting syndicate (co-led by BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.) in BRP’s C$301.5 million initial public offering; this was the year’s "best-performing IPO".

McCarthy Tétrault also acted on four of the "Top 10 Cases of 2013":

  • Canadian National Railway Co. v. McKercher LLP. This case, which originated in 2008, dealt with the duty of loyalty, the duty to avoid conflicting interests and the duty of candour and the roles of the courts and law societies in regulating the legal profession. McCarthy Tétrault represented the Canadian Bar Association as one of the intervenors. The Supreme Court of Canada reformulated the "bright-line" rule for current client conflicts and clarified the proper approach to be taken by lawyers and by the courts.
  • Federation of Law Societies of Canada v. Canada (Attorney General). This case dealt with issues related to solicitor-client privilege pursuant to s. 7 of the Canadian Charter of Rights and Freedoms. An order was granted severing and striking down portions of that legislation applicable to legal professionals and notaries in Québec. McCarthy Tétrault represented the Law Society of British Columbia as an intervenor.
  • Communications, Energy and Paperworkers Union of Canada, Local 30 v. Irving Pulp & Paper, Ltd. In this case, the Supreme Court upheld a decision of the arbitration board, which found that Irving Paper’s management’s decision to unilaterally impose random drug or alcohol testing on unionized employees was unreasonable. The decision favoured employee privacy interests. Beyond the employment law context, this case is significant in that the Court affirms the importance of arbitral jurisprudence, requiring arbitral boards to provide reasons for explicitly deviating from the jurisprudence.
  • Pro-Sys Consultants Ltd. v. Microsoft Corporation. This case is part of a trilogy of cases in which the Supreme Court recognized the right of indirect purchasers to assert actions based on alleged anti-competitive conduct, and confirmed its rejection of the "passing on" defence in this context. Pro-Sys involved allegations that Microsoft overcharged for their PC operating systems and applications software. Together, the decisions set out the framework for indirect purchaser actions in Canada and provide guidance on other elements of certification, including the evidentiary burden and the role of aggregate damages provisions. The trilogy is also significant on the issue of the proper grounds for jurisdictions in circumstances when Canadian consumers purchase products offered for sale on websites.

Published annually since 2004, Lexpert’s Top 10 Deals and Cases of the Year identifies matters with significant Canadian legal content, represents a trend, and illustrates some aspect of the year’s economic climate. Further information is found on Lexpert’s website.

About McCarthy Tétrault

McCarthy Tétrault LLP provides a broad range of legal services, advising on large and complex assignments for Canadian and international interests. The firm has substantial presence in Canada’s major commercial centres and in London, UK.

Built on an integrated approach to the practice of law and delivery of innovative client services, the firm brings its legal talent, industry insight and practice experience to help clients achieve the results that are important to them.