Canadian Lawyer

w w w . C A N A D I A N L a w y e r m a g . c o m F E B R U A R Y 2 0 1 6 45 political implications of approval, we would expect to see a more transparent process and more autonomy to adminis- ter the act being provided to [Economic Development] Minister Navdeep Bains and the public service." Yet fragile markets, a faltering dol- lar, and weaker stock prices may make it harder to price a deal, as buyers seek a bargain and targets fear selling at the bottom of the downturn. "I think that [there] are some very well-managed stra- tegic buyers who are using the uncer- tainty in the marketplace to make oppor- tunistic and shareholder value enhanc- ing acquisitions," says Hong. An inbound or outbound transac- tion involving stocks or options is, of course, more complicated to manage than a straight cash deal, adding to the workload of legal teams and other advis- ers. Other relatively complex vehicles include the newly popular Special Pur- pose Investment Companies (SPAC), where a shell company is set up through an initial public offering with the spe- cific purpose of completing a deal. Some deals include contingent value rights, where options are pegged to a specific event that might happen in the future. "One of my partners has shared with me recently that he thinks that every- thing we do is challenging now, and is that the deal market or is that as you get more senior that's just what happens? The deals you get are the deals that are tricky," says Samantha Horn, a partner in the Toronto office of Stikeman Elliott LLP, where she focuses on mergers, pri- vate equity, and venture capital financing. She highlights the SPAC as a trend that proved successful last year and will continue. "There's a limited number that can go in our marketplace because, of course, then they have to go and find a deal," says Horn. "The U.S. marketplace tends to do somewhere between 10 and 15 a year, so I would think if we did five or six, that would probably be the maximum that our market could bear. I would expect that to continue as an option for people putting money out into that new space." Wright agrees that M&A deals have become more complicated, and not just because of the SPACs. "I think there's a whole series of factors that have made M&A more complicated for those that are practising it," he says, highlighting the global nature of many deals, the complexities of the deals themselves, and the complicated regulatory environment. "It's just the nature of the work. Every- thing you do is far more complex and [has] many more dimensions than it did 10 years ago or 20 years ago." For outbound investment, still tempting despite the weaker Canadian dollar, the pension funds will remain big players, if only because the domestic market is too small for investments of the scale for which they are looking. "Our Canadian pension funds are some of the most active dealmakers in the world, some of the most sophisticated dealmakers in the world, and the Cana- dian market is not large enough for them, so they have been going abroad to diversify their assets and I think that is a trend we are going to continue to see in 2016," says Emanoilidis. If you need to know the key legal trends that may impact how you do business in Canada in 2016, Blakes has you covered. Our deep industry knowledge and breadth of experience positions us to help you with your specific business needs. Go to www.blakes.com/TRENDS. MONTRÉAL OTTAWA TORONTO CALGARY VANCOUVER NEW YORK LONDON BAHRAIN AL-KHOBAR* BEIJING SHANGHAI* *Associated Office Blake, Cassels & Graydon LLP | blakes.com BLAKES MEANS BUSINESS

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