Pension Funds Group

Our Pension Funds Group consists of 45 innovative and business-minded lawyers who support our pension fund and sovereign wealth fund clients by bringing a broad range of expertise and experience to the management, governance and investment of fund assets. This support ranges from advice on compliance with relevant tax and pension standards legislation, development of investment policies, negotiation with investment managers, fund formation and frontline engagement in structuring, negotiating and implementing a broad range of direct and indirect investment transactions, to helping our clients foster business relationships within and outside of Canada.

TRANSFORMATIVE SKILL SET

Our firm is proud of its established credibility earned from a long and proven record of successfully working closely with leading pension funds, sovereign wealth funds and other private equity investors. Our lawyers were at the forefront of many of the investment practices now considered common, including:

  • the use of derivatives and direct investment structures;
  • private equity, infrastructure and real estate investment;
  • ESG factor integration;
  • contracting standards with investment managers and other service providers.

We have also advised on fiduciary and conflict of interest issues.

GLOBAL PERSPECTIVE

With our national and international relationships, we seamlessly execute and deliver on cross-border and international transactions to help clients achieve their goals effectively. Investing outside of Canada involves several different considerations that Canadian pension funds must be aware of and sensitive to. McCarthy Tétrault’s team helps Canadian pension funds:

  • Avoid tax leakage/maximize tax efficiency
  • Preserve tax treaty benefits
  • Understand and minimize foreign filing obligations
  • Remain compliant with both domestic privacy laws and foreign laws requiring disclosure of pensioners/beneficiaries
  • Remain compliant with Canadian sanctions legislation and embargoes preventing business dealings and investments in certain jurisdictions, entities and individuals
  • Ensure compliance with anti-corruption legislation
  • Satisfy Canadian pension investment regulations

INDUSTRY INSIGHTS

Our highly integrated national team combines tactical guidance with industry expertise, allowing client transactions to reflect business realities and future target investments. We understand well the businesses of target companies and the industries and contexts in which they operate, including particular regulatory regimes, industry dynamics and capital structures. An industry-focused firm, we offer subject matter expertise and contextual insight of leading lawyers in sectors such as consumer markets and retail, technology, media and telecommunications, business and financial services and healthcare.

TAILORED SERVICES

Our clients benefit from our tailored services and the exposure we have to some of the largest and most sophisticated pension investment structures and transactions. Because of the volume of work we do, all of our clients benefit by knowing that most investment challenges are likely to be fairly routine for us. Where something new arises, our range of experience helps us to efficiently consider and develop new ways of resolving those issues. That volume also means we have a broad range of relationships domestically and globally that we can tap into, or introduce our clients to, in order to achieve client goals quickly and efficiently.

 

Experience

Our clients include some of the largest pension funds and sovereign wealth funds in Canada and internationally . We provide tailored commercial and pensions advice relating to negotiation of legal and commercial terms, investment in and exit out of specific investments, as well as investment relationships, fund formation, and tax and pension standards compliance and structuring.

Over the course of a year, we will typically:

  • Review, negotiate and draft investment management and subscription agreements and related side-letters
  • Review and comment on Statements of Investment Policies and Procedures
  • Assist in resolving issues arising from governance policies relating to investments and investment practices or structures
  • Deal with discrete issues relating to compliance with tax, pension standards, trust, fiduciary duty, business association and securities matters
  • Structure and assist in negotiation of individual investment transactions, as well as drafting all related documentation

 

Representative Transactions

  • Canada Pension Plan Investment Board Capital Inc. in respect of its Canadian private placement debt offerings and its C$30 billion Global Medium Note Program private placement offerings
  • A consortium of PSP Investments, British Columbia Investment Management Corporation and Alberta Investment Management Corporation in connection with the merger of investee companies, Timberwest and Island Timberlands
  • OMERS in its US$516 million acquisition of 29.9% of UK-based insurance company Brit plc from Fairfax Financial Holdings Limited
  • Caisse de dépôt et placement du Québec in its 30% acquisition of Bombardier Transportation and the acquisition of a minority stake in Cirque du Soleil
  • Canada Pension Plan Investment Board Capital Inc. in its C$10 billion commercial paper program
  • Ontario Teachers’ Pension Plan, Canadian Pension Plan Investment Board, Caisse de dépôt et placement du Québec and Alberta Investment Management Corporation in its acquisitions of TMX Group Inc. (C$3.8 billion), The Canadian Depository for Securities (C$167.5 million) and Alpha Group (C$175 million)
  • QuadReal Property Group, the real estate subsidiary for bcIMC, in the lease of office space within the proposed redevelopment of the Georgia Street Post Office site
  • Caisse de dépôt et placement du Québec in the private placement of subscription receipts with Stingray Digital Group Inc.
  • HOOPP Realty Inc., a subsidiary of the Healthcare of Ontario Pension Plan, in the C$257.4 million acquisition of a 50% interest in the TransCanada Tower in Calgary from H&R REIT
  • Borealis Infrastructure, the infrastructure investment advisory and management arm of OMERS, in pension compliance aspects of its acquisition of Tank & Rast (2015), and as part of a global consortium in connection with its investment in Fortum Distribution AB, the second-largest player in the electricity distribution market in Sweden
  • Stonebridge Private Debt Investment Fund II L.P. in the C$380 million initial closing and subsequent closings, of Stonebridge Infrastructure Debt Fund II Limited Partnership
  • BPC Generation Infrastructure Trust, an investment trust of OMERS, in its sale of part of its interest in Bruce Power L.P. to TransCanada
  • Ontario Teachers’ Pension Plan on its US$2.4 billion acquisition of four marine container terminals in North America from Orient Overseas (International) Limited of Hong Kong
  • Stonebridge Private Debt Investment Fund II L.P. in respect of an additional subscription for C$11 million by a pension fund in the Stonebridge Fund
  • OMERS Private Equity, the investment arm of OMERS, and Berkshire Partners on their acquisition of Husky International