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political concerns would take prece- dent, but it was up to the lawyers to ensure everything worked from a legal standpoint. It was a punishing task. "We worked very hard. I don't think I or any member of the team got a vacation last year. We worked through Christmas; we worked through Easter; we worked through Canada Day; we worked through Thanksgiving in Canada; we even worked through Thanksgiving in the U.S. as well," says Warner. He sug- gests "psychic payoffs" gave lawyers a jolt of adrenaline to fuel endless nights of work. James Sinclair, legal director of the Ontario Ministry of Finance and the Ministry of Revenue, says he was con- sumed with legal issues surrounding the restructuring documents, pension issues, tax implications, and, most importantly, how the province's finan- cial support would be funded and documented. He also sat in on techni- cal meetings that dealt with pension matters. While confidentiality keeps Sinclair from discussing specific issues that most challenged his team, he notes there are always concerns about deficiencies in pension plans when a company faces insolvency. "Those are obviously of concern to the province," he says, adding that tax liabilities can also prove problematic. Such issues are compounded when dealing with large, multinational companies, as competing claims on assets from other jurisdic- tions may arise, notes Sinclair. But lawyers working on behalf of Ontario's Finance and Revenue min- istries were able to find a workable solution by avoiding the potentially debilitating urge for perfection. "I think the key to the restructuring here, and it's probably true in all restructurings, is figuring out what's possible in the cir- cumstances, and work towards a result that reflects what the conclusion is relative to what's possible," says Sinclair. Andy Kent, McMillan LLP's CEO and chairman of debt products and restruc- turing, agrees that flexibility was key for his team of lawyers that supported Legault's federal government squad. He says the transactions had commercial aspects to them, but political influ- ence meant they did not follow typical rules for a corporate deal. "Everything was up for reconsideration given the extraordinary circumstances, and you just had to be open-minded about what those things might be from a commer- cial legal perspective," says Kent. GM's MacDonald points out that lawyers are often criticized for getting in the way of corporate transactions. At the end of the day, it may be premature to announce the GM restructuring an airtight success — a $750-million class action lawsuit by shuttered Canadian dealers looms — but he believes it should help dismiss the notion of law- yers as deal killers. "Without the law- yers' professionalism, without the law- yers' thinking about the various rami- fications, we would never have gotten through this, and reached the point that we're at today," he says. IH Untitled-2 1 INHOUSE AUGUST 2010 • 6/24/10 8:56:23 AM 37