March 23, 2012
A titanic struggle for Canada's main stock exchange typified several trends evident on the mergers and acquisitions landscape last year. For one, the proposed deal between the London Stock Exchange Group PLC and TMX Group Inc. began as a merger of equals but was later trumped by the $3.8 billion offer from unsolicited bidder Maple Group Acquisition Corp.
Sharon Geraghty said representing TMX Group through the twists and turns of a possible deal (including third-party talks with an unnamed suitor prior to the LSE proposal) was the most interesting matter she worked on in recent memory.
"The most exciting thing from my family's perspective was Maple Leaf Sports," she says, referencing another blockbuster deal she worked on last year. But she says the richness of her experience on the TMX deal as a lawyer trumped that, lauding the in-house team at TMX and her colleagues at Torys as well as the range of issues involved.
Chambers Global ranks Sharon as a Band 1 lawyer in the corporate/M&A category and her peers describe her as, "one of the leading corporate lawyers of her generation."
Reflecting on the year in Canadian M&A, she says the number of challenged transactions sticks out. She points to the fight for Equinox Minerals Ltd., in which Barrick Gold Corp. emerged as the eventual victor over China's Minmetals Resources Ltd. Even the prelude to the Barrick acquisition involved a bid by Equinox to break up a merger between Lundin Mining Corp. and Inmet Mining Corp. Sharon also acts for Fairfax Financial Holdings Ltd., the largest shareholder of both AbitibiBowater Inc. and its hostile takeover target Fibrek Inc., which is hoping to proceed with a friendly offer by Mercer International Inc.
The trend of challenged transactions seems to be continuing, she says. This could be due to another trend: shareholder activism. "Shareholders are playing a much larger role in Canada than I think we'd seen in the past. So you see companies having to pay much closer attention to the interests of their institutional and more activist shareholders.
"The other big theme from the year - and I see this continuing - is the importance of regulatory approvals in Canadian transactions," she adds.