Legal news and trends for Canadian in-house counsel and c-suite executives
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COVERSTORY based Alcan Inc. The $38.1-billion cash takeover by London, England-based mining giant Rio Tinto thwarted a hostile bid by Alcan's U.S. rival Alcoa and created the world's largest alumi- num producer. It also produced a plum deal for shareholders. And McAusland was in the thick of it all. It's easy to see why he was top choice for this year's honours. Last fall, InHouse partnered with ZSA Legal Recruitment and solicited nominations for the year's top newsmaker, an honour that carries with it the dual prize of a cover story in InHouse and $2,000 to be donated to the winner's Canadian registered charity of choice. The panel of judges, from both ZSA and InHouse, compiled a shortlist of nominees and chose a winner. There was much debate about the shortlist but there was no doubt that McAusland was the top newsmaker of the year. When notified, McAusland says he was "flattered" and that he appreciated the recognition from his peers. "For me, he walks on water," projects here and there. I'll try to find a way to take some time for myself, and then who knows?" he says. "We'll see over the next couple of months, and I'll eventually figure out what it is I really want to do. It's a good time for me. It's an absolutely outstanding opportunity for me to step back and think about what I really want to do. And I intend to take full advantage of that." Though McAusland doesn't say it, there's no doubt corpora- tions are courting him across the country, looking to bring him on board. Steinberg says the first thing has ever been more ready than we were to face [Alcoa]. We says Ogilvy Renault LLP's Norm Steinberg, who has worked closely with McAusland over the years — Ogilvys was lead out- side counsel on the Alcan deal. "I consider him a friend and a client." McAusland joined Alcan Inc. in May 1999, after a career of reacted, and within our board we were able to react with absolute calm . . . that's what it's all about." —DAVID MCAUSLAND, ALCAN INC. corporate law and filling the role of managing partner at By- ers Casgrain in Montreal — which merged in 2000 with Fraser Milner to form Fraser Milner Casgrain LLP. From the get-go, McAusland was busy in his new role at Al- can, as executive vice president, corporate development and CLO. In fact, just days after starting at Alcan, he was thrust into the first-ever three-jurisdiction international merger, combin- ing the business operations of Alcan, France's Pechiney, and Switzerland's Alusuisse Lonza Group. And it's been a wild ride ever since. "It's been constant transition and change and it's been a great opportunity to be at the heart of that," he reflects. "To be the key instigator and proponent of a number of the more significant changes." The merging of Rio Tinto Alcan changes the former public company into a wholly owned subsidiary. For someone like McAusland, who thrives on challenge and strategic develop- ment, the change entails a new legal role unlikely to provide the stimulation required by someone with his skill set and vision. "The scope of the job has diminished," he says, noting that he won't be dropping off the face of the earth. "I just want to do something else. I don't know what I'm going to do. "I've got things to keep me busy and I'll try to relax a bit, but there are a few people who have asked me to help them on "I don't think any company McAusland did when he joined Alcan was to examine the com- pany's vulnerability to being tak- en over; the second was to map out a strategic plan. "He's like a Boy Scout," Stein- berg says, "always prepared." The result of McAusland's work, says Steinberg, was a well- oiled machine that could be ready on short notice — something the company needed last year more than ever. Indeed, it was McAusland's forward thinking that helped Al- can thwart a hostile bid from Al- coa last May — and find a white knight in Rio Tinto shortly thereafter. It was a complicated and intense year for Alcan, but the abridged version of the story is as follows: Alcoa announced last May that it had launched a hostile bid to buy Alcan Inc. for US$33 billion, after closed-door talks and two years of negotiations between the aluminum companies failed to lead to an agreement. "It was like dating," says Steinberg. "The girl keeps saying no, but the boy keeps asking for dates." News of a hostile bid fraught with hurdles could take any company by surprise, but Alcan was prepared, says McAusland. "I don't think any company has ever been more ready than we were to face [Alcoa]. We reacted, and within our board we were able to act with absolute calm. "When it arose we were ready. We were ready and we reacted with calm diligence and that's what it's all about." Alcan quickly rejected Alcoa's US$33-billion marriage pro- posal, arguing that the offer was contrary to the best interests of its shareholders. In a statement, Alcan chairman Yves Fortier said that the of- fer didn't adequately reflect the value of Alcan's assets, strategic capabilities, and growth prospects. "We are convinced that the proposed Alcoa-led acquisition of Alcan is not the right choice for our shareholders," Fortier said. Enter the white knights. The business pages of newspapers were filled with speculation as to who would assist Alcan. C ANADIAN Lawyer INHOUSE FEBRU AR Y 2008 17