This section keeps you up-to-date on the latest news and upcoming public appearances of Lavery professionals.
News
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Canadian Royalties conclut son financement de 137 500 000 $
On March 18, 2008, Canadian Royalties Inc. completed a short form prospectus offering of $137,500,000 aggregate principal amount of convertible senior unsecured debentures due March 31, 2015, including the exercise of the over-allotment option of $12,500,000 aggregate principal amount of debentures granted to the syndicate of underwriters led by BMO Nesbitt Burns Inc. and including Raymond James Ltd and Desjardins Securities Inc.Canadian Royalties Inc. was represented by in-house counsel Luciana Zanella who was assisted by Lavery, de Billy, with a team composed of Sébastien Vézina, Josianne Beaudry, David Pineault, Benoît Mallette and Michèle Gamache (Translation).
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Sale of all of the shares of SNF Inc.
After more than six months of negotiations, Mtre. Marc Talbot has brought to a successful conclusion a major transaction involving the sale of all of the shares of SNF Inc. and 16 of its subsidiaries. Ms. Sonia Guérin assisted him in this matter.Although it has not yet given its opinion on the transaction and its terms, the Competition Bureau has authorized the closing of the transaction further to an out-of-court agreement reached in the context of injunction proceedings filed by the Commissioner to prevent the finalization of the sale. This will be published in the April edition of Lexpert magazine.
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Class action and competition law: Toyota wins in the Court of Appeal
For the first time, the Court of Appeal has rendered a decision on a class action instituted under the Competition Act. A unanimous decision in favour of our client, Toyota Canada Inc. and 37 of its dealers in the Montreal region, was handed down on February 26, 2008.It is not enough to establish the appearance of an infringement of the Competition Act to be authorized to institute a class action.The class action was instituted by the Petitioner, André Harmegnies, who claimed that the “Access Toyota” program set up by Toyota Canada Inc. breached the Competition Act (the “Act”). More specifically, he alleged that the program breached the Act in that Toyota and its dealers unduly restricted competition and artificially inflated the price of vehicles. The Court of Appeal unanimously confirmed the judgment rendered by the Honourable Justice Hélène Poulin of the Quebec Superior Court on February 12, 2007, who had refused to authorize the class action.The Court of Appeal began by pointing out that, at the authorization stage, the judge has a certain discretionary power in assessing the conditions necessary to bring a class action. It also held that it is well established that the judge’s discretion should be respected and the Court of Appeal will only intervene if that discretion is manifestly unfounded or the analysis underlying it contains an error of law.Furthermore, with respect to the appearance of right, the Court of Appeal was of the opinion that the Petitioner did not show that the 37,000 members of the group had suffered damages. On the contrary, the allegations, which had to be assumed to be true, were only based on hearsay and vague and imprecise impressions. Accordingly, the Petitioner was unable to demonstrate that he or the members of the group had suffered a loss. The Court of Appeal held that it is not sufficient to allege that there is automatically damages because of an alleged breach of the law.The Court of Appeal also held that a class action is not the appropriate way to punish a person who breaches the law, but rather, it is a vehicle which can be used to compensate a group of people who have suffered real losses in common.With respect to the issue of common questions, the Court of Appeal confirmed that, even if we accept that there was a loss, [Translation] “The loss suffered by certain members of the group is subject to considerable individual variations and subjective unknown elements”. Firstly, the Court notes that the fact that the purchase price could not be negotiated may constitute a loss for those who like to bargain but, on the contrary, it could be an advantage for those who do not like to bargain, not to mention the difficulty of putting a dollar amount on the damage resulting from being deprived of the possibility of negotiating the price.Secondly, the exact value of each vehicle purchased or leased also depends on factors which are essentially individual and specific (inclusion in the price of accessories, options or after-sale service as well as any exchange value of the automobile, the transaction date, the date new models came out and old ones were liquidated, etc.).Finally, the Court held that it is essential to demonstrate the collective nature of the damages suffered and a class action is not appropriate where it would give rise at the hearing on the merits to a multitude of mini-trials due to numerous subjective factors.The Court added that, [Translation] “In this case, the judge deciding on the merits would have to conduct a detailed review of a multitude of individual factors and take into account a series of varied circumstances before being able to determine whether one of the members suffered a loss and, where applicable, the scope thereof.”In summary, this case is especially important as it provides a warning to any person wishing to institute a class action in competition law in that it is not sufficient to establish an appearance of an alleged infringement of the Competition Act. It must also be shown prima facie that the person and those he intends to represent also suffered a loss as a result of said infringement.In this case, Guy Lemay and Jean Saint-Onge were responsible of the file, assisted by Anne-Marie Lévesque.
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Canadian Royalties Closes $25 Million Financing
Canadian Royalties Inc. (TSX: CZZ) recently announced the closing of a non-brokered private placement of an aggregate 7,246,377 common shares at a price of $3.45 per common share for aggregate gross proceeds of CAN$ 25 million with Norilsk Nickel Harjavalta Oy, a wholly-owned subsidiary of MMC Norilsk Nickel. Norilsk Nickel is the world’s largest producer of nickel and palladium.The proceeds of the offering will be used by the Corporation to continue the development of its Nunavik Nickel Project, located near Xstrata Nickel’s Raglan Mine in Nunavik, Quebec.To complete this transaction, Sébastien Vézina, from Lavery, de Bily L.L.P., assisted Luciana Zannella, corporate secretary for Canadian Royalties.
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Thirty-four Business Lawyers Join Lavery, de Billy
Lavery, de Billy is pleased to announce that thirty-four lawyers specializing in business law, commercial litigation and bankruptcy and insolvency, together with some forty translators, paralegals and legal and administrative support staff from the Montreal office of Desjardins Ducharme have joined the Lavery, de Billy team as of October 1, 2007. Eighty Business Lawyers Lavery, de Billy now has a combined force of 175 lawyers, with 80 lawyers specializing in business law and 95 lawyers specializing in virtually every other area of the law. “With the addition of these professionals, we will provide our clients with access to 80 business lawyers who have expertise and leading-edge skills in all practice areas required to meet the needs of the business world, including corporate finance, securities, mergers and acquisitions, taxation, real estate, commercial and class action litigation, and bankruptcy and insolvency” said Mr. Richard Dolan, Managing Partner of the firm. “Our clients can also count on the know-how and resourcefulness of another 95 lawyers specializing in other areas of the law including labour and employment, civil and professional liability, insurance, environmental, information and privacy, construction, transportation, intellectual property, criminal and family law” added Mr. Michel Yergeau, the firm’s Chairman. “This combination of forces will be beneficial to all our clients since it will allow us to continue to serve them well while providing them with access to a broader range of services and increased depth of expertise” noted Mr. Gérard Coulombe
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2007 Prix de la Justice du Québec Award Minister Jacques P. Dupuis honours our partner, Mtre Jean Saint-Onge, Ad. E.
On October 15, 2007, the Minister of Justice and Minister of Public Security, Mr. Jacques P. Dupuis, awarded the Prix de la Justice Award to our partner, Mtre Jean Saint-Onge, Ad. E., in recognition of his exceptional contribution to promoting the well-being of children who are victims of mistreatment. The event was held in the National Assembly’s Legislative Council chamber in the presence of the family and friends of the recipient. Mr. Justice J. J. Michel Robert, Chief Justice of the Quebec Court of Appeal and chairman of the selection committee, was also in attendance.When presenting the award to him, the Minister of Justice highlighted Mtre Saint-Onge’s commitment to promoting the fundamental values of justice within Quebec society: accessibility, quality and universality.For more than 20 years, Mtre Saint-Onge has devoted himself through the Marie-Vincent Foundation to the cause of children who are victims of mistreatment. He has made the Foundation’s mission his own, which is to help Quebec children less than 12 years old who are victims of mistreatment, and more particularly sexual abuse. The Foundation raises funds to finance preventive and educational activities and provide support to the young victims and their families.“To be faithful to a cause for twenty years is already remarkable in itself. But to devote oneself voluntarily, without counting one’s hours, with conviction and fervour, as is the case for Mtre Saint-Onge, wins our admiration and respect” said the Minister.Mtre Saint-Onge was also honoured in early 2007 by the Québec Bar, which simultaneously conferred on him the Mérite 2007 award and a new honour, the title of Advocatus Emeritus (Ad. E.).
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Cominar Real Estate Investment Trust completes a $110M offering of convertible debentures
On October 10, 2007 Cominar Real Estate Investment Trust, one of the largest commercial property owners and managers in the Province of Quebec, completed a public offering of $110 million principal amount of 5.80 % convertible unsecured subordinated debentures.The offering was completed on a bought deal basis through a syndicate of underwriters led by National Bank Financial Inc. that comprised RBC Dominion Securities Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Desjardins Securities Inc., Canaccord Capital Corporation and Genuity Capital Markets G.P.The underwriters were represented by a team of Lavery, de Billy comprised of Marc Rochefort, Michel Servant, Réda Saad and Jean-Michel Fournier (corporate finance and securities) and Philip Nolan (tax).
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Daniel Alain Dagenais involved in organizing an international conference on sustainable consumption
On October 3 and 4, Daniel Alain Dagenais will participate in the organization of the second international conference of the Fondation Claude Masse on the theme “For a general framework of action favouring sustainable consumption”.This conference will bring together speakers from England, France, Sweden and the United States, who will present the initiatives taken by their countries to promote sustainable consumption.Also, speakers from Quebec and elsewhere in Canada will continue the discussion on Canadian actions and acquired knowledge in this field. The focus will be on energy, the food sector and waste management.The Fondation Claude Masse is dedicated to issues related to consumer law.
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CLHIA Annual Conference: Evelyne Verrier will speak
The Canadian Life and Health Insurance Association (CLHIA) is organizing a conference to be held from September 26 to 28 in Niagara-on-the-Lake. Evelyne Verrier will be a speaker at the Quebec Affairs Workshop. This annual conference brings together legal advisors working for life and health insurance companies in Canada and some private practice lawyers.
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Canadian Royalties completes a $75 million primary distribution
Canadian Royalties Inc. recently announced the closing of a $75 million treasury offering of 27,300,000 common shares at the price of $2.75 per share. This transaction was accomplished with the support of a syndicate of underwriters composed of BMO Capital Markets, Desjardins Securities Inc., Raymond James Ltd. and Blackmont Capital Inc.This financing marks the transition from exploration to development. The funds raised will be used for the procurement of the equipment necessary to carry out the corporation’s Nunavik Nickel Project, located near Xstrata Nickel’s Raglan Mine in Nunavik, Quebec.Michel Blouin, Sébastien Vézina and Benoît Mallette advised Canadian Royalties in this financing.
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Merrex Gold completes a private placement for over $7 million
Merrex Gold Inc. recently announced the completion of a private placement of 7,792,000 shares at the price of $0.95 per share for a total of $7,402,400. The transaction was completed with the support of a syndicate composed of Pacific International Securities Inc., Paradigm Capital Inc. and Wellington West Capital Markets Inc.The funds raised will be used to fund exploration and development activities related to the corporation’s projects in Mali, including diamond drilling at Merrex’s Siribaya Gold Project.Michel Blouin and Sébastien Vézina advised Merrex Gold in this financing.
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Canadian Legal Lexpert Directory 2007: new mentions!
Our lawyers are named once again in the new edition of the Lexpert Directory. The lawyers listed are all members of our labour and employment law team. Here is the list of new nominees:Jean Beauregard: labour relationsMichel Gélinas: labour relationsJean-François Hotte: occupational health and safety