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Goodmans acts for TransAlta Corporation through process that averts proxy contest with Luminus Management, LLC.


Area Corporate Finance and Securities


On December 17, 2007 TransAlta announced that it had received four shareholder proposals from a company associated with Luminus Management, LLC.  Luminus is a New York-based fund, which holds approximately 8.5% of TransAlta’s common shares and is the company's largest shareholder.  In connection with these proposals, Luminus announced on February 19, 2008 a minority slate of four directors for TransAlta's board.

The dialogue between TransAlta and Luminus had commenced several months before the submission of the shareholder proposals.  The board of directors of TransAlta appointed a special committee of independent directors to oversee TransAlta’s dialogue with Luminus.

On March 18, 2008, Luminus unilaterally and voluntarily withdrew its shareholder proposals, including its proposed minority slate of directors.  In response, Donna Soble Kaufman, chair of the TransAlta board said, “We are pleased Luminus has decided to withdraw all its proposals including its proposed minority slate of directors. TransAlta has just completed a record year of earnings and cash flow. Our plan is to continue to execute upon our long-stated strategy of delivering value to all our shareholders.”

Goodmans LLP acted as independent legal advisor to TransAlta and its board of directors.  The Goodmans team included Dale H. Lastman, Bob Vaux, Brad Ross and Chris Sunstrum.