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porate restructuring challenge in the country's history. It was also fast, with most negotiations and agreements concluded in a two-month span culminating with its June 1 announcement that the federal and Ontario governments financially backed the new GM, side-stepping the need for a court-supervised CCAA workout. T Perhaps most notable of all, successfully transforming GM Canada into a viable entity was incredibly complex. As befitting a corporation that was perennially among the country's top five companies in terms of revenue, the drastic downsizing required the approval not just of government but concessions from its powerful union, creditors, and members of its extensive dealer network. "There were times when we were concerned about having to file [for bankruptcy], no question about it," says Neil MacDonald, vice president and general counsel at the Oshawa, Ont.-based company. "Certainly our objective was not to file and we would have filed had we not got all our stakeholders who were involved to participate and come to the table." GM Canada's plan B, seeking creditor protection under the Companies' Creditors Arrangement Act, was a fully developed option. The automaker had a CCAA filing drawn up and ready to present to a court and had retained insolvency and restructuring specialist David Byers, a partner at Stikeman Elliott LLP, to act as counsel to the court-appointed monitor in the event that GM Canada sought creditor protection. In the end, the Canadian unit won the necessary approvals while its Detroit-based parent entered Chapter 11 bankruptcy pro- tection and drove out July 10 with the U.S. and Canadian governments as its largest shareholders, leading the com- pany to be dubbed by many as "Government Motors." On the legal side, the largest role in the Canadian restructuring was played by GM Canada's main outside counsel, Osler Hoskin & Harcourt LLP, which had approximately 90 working on the restructur- ing at various times, the staffers esti- mates Steven Golick, a part- ner who headed insolvency and at of-court restructuring in parallel with the efforts of the automaker's U.S. parent as well as taking the necessary steps for a court-ordered restructuring in Canada. Osler had teams working on areas including corporate, MICK COULAS www. C ANADIAN Law ye rmag.com A UGUST 2009 31 restructuring work firm along with Tracy Sandler and Marc Wasserman. Osler assisted GM in its out- he springtime remodelling of General Motors of Canada Ltd. was remarkable for a number of reasons. The most obvious was its sheer scale. As the largest manufacturer and seller of vehicles in the country, it arguably posed the biggest cor- finance, labour, pensions, contract reviews, intellectual property, information technology, insolvency, litigation, trusts, tax, real estate, and competition. "This was probably the largest and most complex out-of-court restructuring in Canada," says Golick, noting it included companies, unions, and governments on both sides of the border. GM Canada's legal roster included Terry O'Sullivan of Lax O'Sullivan Scott LLP, who advised the company's internal board of directors, a group made up of MacDonald, president Arturo Elias, and two other vice presidents responsible for finance and sales and marketing. In addition, Halifax-based McInnes Cooper as well as Osler represented the automaker in negotiations with U.S. bondholders who held debt issued by Nova Scotia-based units of GM's Detroit-based parent. Goodmans LLP represented Ontario's Ministry of Economic Development and Trade and the ministries of Finance and Revenue. Goodmans' five-lawyer team included Gale Rubenstein, Rob Chadwick, Susan Rowland, Dan Gormley, and Jana Steele. Internal counsel for the Ministry of Economic Development was Mark Warner and Jim Sinclair at Finance and Revenue. The federal government was represented by McMillan LLP (Export Development Canada). McMillan's GM team of 13 was led by Andy Kent, partner and chairman of its debt products and restructuring practice and Peter Willis, section leader of its debt products group. Legal representation of the government of Canada was led by Pierre Legault, assistant deputy minister, busi- ness and regulatory law at Justice Canada, along with Anne-Marie Lévesque, Anne Boudreau, and Mark Taggart. Legault's team was advised by Cassels Brock & Blackwell LLP, led by Michael Weinczok. Torys represented General Motors Acceptance Corp. and the federal Canadian Development Investment Corp. Canadian Auto Workers General Motors as well as Chrysler — which preceded GM into U.S. bankruptcy protection and quickly exited from it — similarly found themselves insolvent as a result of the worldwide economic downturn. Both companies were unable to regularly make a profit in the relatively healthy economic times leading up to the recession as they lost market share to foreign competi- tors. Unprofitable when North American sales were running at 17 million annually, their cash reserves quickly dwindled as new vehicle sales plunged by about one half. Faced with the prospect of the failure of two of three of its major employers, the Canadian Auto Workers union was forced to make a series of concessions to both automakers. With the survival of General Motors at stake, the CAW agreed to an unprecedented four rounds of concessions on issues such as wages, layoffs, and workplace practices. Union givebacks were also demanded as the price for taxpayer support from the Ontario and federal governments which agreed to kick in cash to the company's underfunded pension liabilities. "You take a look at the CAW, they stepped forward to do what they needed to do to assist us in getting a deal," says GM's MacDonald. "It is highly unusual for a union to come back four times in the course of a year to re-bargain. . . . You have to give them credit for that." By the end of April, GM Canada was able to announce a new