Goodmans Advises on Seven of Lexpert Magazine's Top Deals and Cases of 2012

Goodmans advised on six of Lexpert Magazine’s Top 10 Deals of 2012 in “The Year of the Regulator” by Marzena Czarnecka, including the No. 1 deal of the year:  Maple Group Acquisitions Corp. Takes TMX, CDS and Alpha in which Goodmans represented BMO Capital Markets and Bank of America Merrill Lynch, the joint lead financial advisers to TMX Group (Goodmans also represented BMO Capital Markets and Bank of America Merrill Lynch, the joint lead financial advisers to TMX Group in the terminated US$6.9 billion proposed merger with the London Stock Exchange).

Goodmans also played a lead role in the following deals:

• # 5:  Mason Capital Management in its opposition to Telus Corp.’s proposal to collapse its dual class share structure. “Telus/Mason is an important practical application of the ability of activist shareholders, through the power of the proxy process, to influence corporate conduct and modify behaviour in a range of corporate activity that goes beyond the traditional replacement of directors and indirectly management” says Stephen Halperin, co-lead partner on the Goodmans team. Goodmans was co-counsel to Mason Capital.
• #7:  Cominar REIT’s $838.2 Million Unsolicited Takeover Bid for Canmarc REIT.  Goodmans represented Canmarc REIT’s financial advisor, TD Securities Inc.
• #8:  Rio Tinto Secures Controlling Interest of Ivanhoe Mines and Agrees to Provide Support for Ivanhoe Mines’ US$7.3 Billion Comprehensive Financing Plan for Oyu Tolgoi Copper/Gold Project in Mongolia. Goodmans represented Ivanhoe Mines.
• #9:  Investor Group Acquires Q9 Networks.  An investor group comprising Ontario Teachers’ Pension Plan, BCE Inc., Providence Equity Partners and Madison Dearborn Partners LLC in its $1.1 billion acquisition of Q9 Networks Inc.  Goodmans represented BMO Capital Markets Corp. on the acquisition financing.
• #10:  Ontario Teachers’ Pension Plan’s sale of its ownership interest in Maple Leaf Sports and Entertainment Ltd. (MLSE) to BCE Inc. and Rogers Communications Inc. for $1.07 billion and the associated increase of Kilmer Sports Inc.’s ownership interest to 25%. Goodmans represented Kilmer Sports Inc. and Lawrence M. Tanenbaum and also represented MLSE with respect to financing matters.
   

Goodmans was also noted for its representation on one of Lexpert’s Top 10 Business Cases of 2012 in “The Business of the Courts” by Julius Melnitzer:

• #8 – Entertainment Software Association v. Society of Composers, Authors and Music Publishers of Canada; Rogers Communications Inc. v. Society of Composers, Authors and Music Publishers of Canada; Society of Composers, Authors and Music Publishers of Canada v. Bell Canada; Alberta (Education) v. Canada Copyright Licensing Agency (Access Copyright); Re: Sound v. Motion Picture Theatre Associations of Canada.  “These five cases, all of which pitted the distributors and users of copyrighted materials against collective societies representing creators, deal with the correctness of Copyright Board tariff decisions governing music downloading and streaming, Internet game distribution over the Internet, textbook photocopying and film and tv soundtracks.  They establish the extent to which creators of audio and visual works can claim royalties for the use of their works by others.” Goodmans represented Apple Canada Inc. in two of the five cases (see bolded cases). 

The “Top 10 Deals of 2012 and the “Top 10 Business Cases of 2012” articles are in the January 2013 issue of Lexpert Magazine.