Canadian Lawyer

44 F e b r u A r y 2 0 1 5 w w w . C A N A D I A N L a w y e r m a g . c o m opportunities are created, and the people who can exploit them tend to do best when buying at a low point rather than at a high point," he says. Across town, Scott Cochlan, Torys LLP's capital markets co-head, says it's not necessarily low prices stalling M&A in oil and gas, but the uncertainty over where they are going next. "Until some stability returns to the market, it's going to have a negative effect on M&A, because you have a disconnect between the expectations of buyers, who are focused on current prices, and sellers who are waiting for higher prices," says Cochlan. "There's a lot of wait-and-see going on. People are trying to assess and process what has happened." Once the "new normal" has been set, likely in the first few months of 2015, Zawalsky says he expects a new flurry of deals in the sector. "There's going to be great opportunities out there. They'll probably be limited to the top decile of performers, because those are the ones with the best access to capital," he says. "There are some players in Canada that are very strong and can make money at reduced crude prices. Those are the types of operations that are going to be very attractive, because if there is a big uptick, that's where there is money to be made." The oil-price drop has also played a role in weakening the Canadian dollar. Coupled with the low growth economy globally, Woollcombe says the stage is set for another healthy 12 months in the M&A world. "Canadian targets already look 10-per-cent cheaper than they did a few months ago," he says. "For Canadian companies, if they're going to grow organ- ically at the same rate as the overall econ- omy, that's not an exciting growth story. In order to grow more, you really have to buy something. All those basic economic environment factors lead me to think that M&A activity should be strong in 2015." Taking a slightly cagier approach, Toronto-based Cornell Wright, Torys' M&A practice group co-head, says uncer- tainty in the global economy generally has kept a rein on the Canadian M&A market. "There are still challenges. Over the past year, we have seen confidence growing and a higher degree of comfort on the part of management teams for risk taking, but I think people are still looking for quite safe bets," he says. "We're cautiously optimistic heading into 2015." According to Wright, potential foreign buyers of Canadian companies will have to make sure their regulatory ducks are in a line if they plan to make moves in this coun- try in 2015, especially if the deal involves a purchase by a state-owned enterprise. He says the federal government, empow- ered by popular opposition to foreign take- overs, has been unafraid to get involved in the approval process in recent years, and expects the trend to continue. "We continue to work in a relatively unpredictable and interventionist regulatory regime. Across the board, there is a great deal of engage- ment and no high level of confidence in the outcome," Wright says. "There is a trend to review transactions through a national security lens, which is going to be more of an issue in particular industries, such as natural resources. Those deals are sensitive and the lack of transparency and guidance from government is making risk assess- ment very challenging." L e g A L r e p o rt \ M & A New Edition The 2015 Annotated Citizenship Act Henry M. Goslett and Barbara Jo Caruso Gain an up-to-date understanding of how the Citizenship Act works, how it has been applied, and what principles of law are relevant to making determinations. New in this Edition Completely updated and revised to reflect all noteworthy developments to the Citizenship Act since the last edition, The 2015 Annotated Citizenship Act includes: • Amendments to the Citizenship Act, including those introduced by the Economic Action Plan 2013 Act, No. 1 (S.C. 2013, c. 33) and the Strengthening Canadian Citizenship Act (S.C. 2014, c. 22) • Amendments to the Citizenship Regulations, 1993, including those introduced by SOR/2014-20 and SOR/2014-186 • Amendments to the Canadian Passport Order, SI/81-86, including those introduced by the Economic Action Plan 2013 Act, No. 2 (S.C. 2013, c. 40) • Numerous updates to the case law and commentary comprising the annotations Order # 986442-65203 $124 Softcover + CD-ROM approx. 400 pages November 2014 978-0-7798-6442-3 00226ID-A47486 Shipping and handling are extra. Price(s) subject to change without notice and subject to applicable taxes. Available risk-free for 30 days Order online: www.carswell.com Call Toll-Free: 1-800-387-5164 In Toronto: 416-609-3800

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