Canadian Lawyer InHouse

43 CANADIANLAWYERMAG.COM/INHOUSE SEPTEMBER 2017 I n a mega-deal involving large assets in Canada and the United States, the cross- border issuance of shares and shareholder meetings in both countries, the internal le- gal team at Enbridge Inc. put its best inter- nal talent and project management processes to work in its acquisition of Spectra Energy. In September 2016, Enbridge announced that it had entered into a definitive merger agreement with Spectra Energy Corp. It was completed on Feb. 27, 2017, and the combination created the largest energy in - frastructure company in North America with an enterprise value of $165 billion. It is considered the largest ever acquisition by a Canadian company. From the start of the transaction, En - bridge's in-house department designed a process for handling legal work that maximized efficiency and confidential- ity. Threshold legal issues, including those related to debt instruments, regulatory matters and transaction financing, were handled by David Robottom, the then-ex- ecutive vice president and chief legal officer general counsel. Robottom retired during the pendency of the transaction and tragi- cally passed away May 28. Robottom was aided by an internal legal team led by senior legal counsel Jim Bell. The team also worked with longtime En - bridge external firms McCarthy Tétrault LLP and Sullivan & Cromwell LLP. The focus on maximizing use of internal legal resources continued throughout the trans- action, including after Robottom's retire- ment under the leadership of Tom Schwartz and Bob Rooney. "We were able to get to closing in less than six months despite having supplemen- tary requests from the competition bureau as well as from the FTC in the United States and got through the transaction without any material litigation as a result," says Schwartz, vice president and general counsel. "We worked with our external counsel to obtain their critical support while remaining within budget despite the aggressive timeline put in front of us." Bell says that, in addition to bringing to - gether their external counsel, they utilized the best of their internal legal team. "The Enbridge legal project team man- aged the transaction within the context of the overall project management structure that was led by the corporate development department. David Robottom, who was EVP, general counsel at the time, estab - lished a small team that represented diverse skills, genders and geographies across En- bridge," says Bell. Lori Cornwall, associate general counsel in the gas distribution department in To- ronto, had experience as an anti-trust law- yer and was selected to handle cross-border regulatory approvals with the competition bureau and Federal Trade Commission in the U.S. "We built on various project manage - ment techniques we developed over the last couple of years. We had regular proj- ect meetings with status reports and each member of the team reported on his or her stream and invited external counsel to make sure we had an intergraded approach," says Bell. "Our new colleagues from Spectra also worked with us to achieve a tremendous re - sult in quick time." The deal positions both companies for growth in a time of lower commodity prices and greater regulatory burdens. "Through Enbridge's effective use of in - ternal legal resources, the direct savings on due diligence, regulatory matters and the analysis of legal and contractual issues was undoubtedly at least several million dollars," said Joseph Frumkin, managing partner, mergers and acquisitions at Sullivan and Cromwell. "In addition, the longer-term economic benefits from the structuring of and decisions made by an effective, deeply involved internal legal team should over time be multiples of the direct cost savings." "We have never seen such an integrated approach linking the respective expertise of in-house and external counsel. There is no stronger evidence of this than the fact that the transaction, the largest acquisition by a Canadian company ever, completed all reg - ulatory approval processes and closed in less than six months following its announce- ment," said John S. Osler, partner and chief community officer with McCarthy Tétrault LLP based in Calgary, who also nominated Enbridge for the award. He noted that the estimated savings the organization realized as a result of the in-house department tak - ing a lead role was "in excess of $1 million." IH Enbridge team leverages project management in Canada's biggest deal By Jennifer Brown BRYCE MEYER Category: In-house Dealmakers Department size: Large Company: Enbridge Inc. Photo: Back row left to right: Tom Schwartz, Karen Kosziwka, Sarah Steel, Vas Antoniou, David Taniguchi, Jim Bell, and Tania Garcia-Eaton (seated on arm of chair) Front row left to right: Bob Rooney, Tyler Robinson, and Kaitlyn Kliewer.

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