Legal Issues for Pension Fund Investors in Private Equity by jolinmilioncherie


									                          PENSION FUND INVESTMENT
                       Legal Issues for Pension Fund
                          Investors in Private Equity
                                                    Wednesday, November 28, 2007

                                                                                     Blake, Cassels & Graydon LLP

Seminar Index

 Legal Issues for Pension Fund Investors in Private Equity

                       Wednesday, November 28, 2007



 1. Agenda

 2. Report on Legal Issues for Pension Fund Investors in Private Equity

 3. Speakers’ Profiles

 4. About our Blakes Practice Groups
      •   Private Equity
      •   Pension & Employee Benefits
      •   Tax

 5. About Blakes
Seminar Agenda

   Legal Issues for Pension Fund Investors in Private Equity

                        Wednesday, November 28, 2007


8:00 – 8:30 a.m.     Registration and Breakfast

8:30 – 10:00 a.m.    Frank Guarascio
                            •   Welcome and Opening Remarks

                     PANEL MEMBERS:
                            •   Frank Guarascio
                            •   Kim Harle
                            •   Jeremy Forgie
                            •   Jeff Trossman

                     PANEL DISCUSSION TOPICS:
                            •   General Market Conditions
                            •   Structural Issues
                            •   Governance Matters
                            •   Co-investment Rights
                            •   Distribution / Fees / Carried Interest
                            •   Management
                            •   Side Letters
                            •   Foreign Investment Issues

10:00 – 10:30 a.m.   Networking
                                         LEGAL ISSUES FOR


                                          November 28, 2007

              By Jeremy Forgie, Frank Guarascio, Kim Harle and Jeffrey Trossman

                                   Blake, Cassels & Graydon LLP


There is no question that private equity is playing an increasingly important role in the Canadian and
global economy. It is also fair to say that 2007 has taken the private equity market on a roller-
coaster ride and is now facing some challenges and interesting times ahead as it moves through its
next cycle.

Some of the issues facing private equity investors include:

•    The recent tightening of the credit market that has resulted in fewer mega deals

•    Excess or overhang capital availability that will continue to foster competition for attractive
     opportunities and possibly slow down the expected valuation correction

•    Shortage of operational executives who can be employed to add value to investee companies as
     the private equity industry moves towards an operating model to create value versus financial

•    Increasing participation by strategic buyers and sovereign wealth funds

•    Increasing participation by hedge funds, particularly during a distressed environment

•    Uncertain U.S. economy and stronger Canadian dollar

•    Public relations problems, particularly in Europe

That being said, private equity investment has been around for many years. Many seasoned
institutional investors have been in this class for more than 25 years, so while the recent credit
market crunch and other challenges may prove to be difficult for some private equity investors, the
private equity market will no doubt adapt, and should continue to be a successful asset class for
pension fund investors.

In this paper, we intend to provide an overview of some of the legal issues facing pension funds in
their private equity investments. While we appreciate that some of the larger pension fund investors
are interested in direct investment in this asset class and some of the smaller investors may invest
through fund of funds, we will be focusing on pension fund investment in buyout private equity funds.
This seems to be the most active segment of the market for pension fund investors in Canada.


Fundraising by Canadian buyout funds declined from its peak levels in 2006 with a total of CAD 1.4
billion raised through the first half of 2007, compared to CAD 8.7 billion raised during the full year of
2006. The reason most often given for this decline is that the majority of large Canadian buyout
private equity firms raised new capital during 2006, and they are in investment mode for the next two
to three years before returning to market to raise additional funds. Some estimates indicate that at
least half the funds raised during the past 18 months remain uncommitted.

Level of Investment

Investments by private equity buyout firms in Canadian companies continued its record-setting pace
during the first half of 2007. According to Canada’s Venture Capital & Private Equity Association,
during the first half of 2007, a total of 96 Canadian buyout transactions were announced having a
value of CAD 61 billion, including CAD 13.8 billion outside of the Bell Canada transaction. This half-
year total for 2007 exceeded the full-year total for 2006, which recorded 101 buyouts with a total
value of CAD 11.36 billion.

The effect of the recent turmoil in the debt markets on private equity activity is still uncertain. The
data for the third quarter of 2007 shows continued strong levels of investment activity, both in the
number of reported transactions and the total dollar value invested. According to Canada’s Venture
Capital & Private Equity Association, during the three-month period ended September 30, 2007, a
total of CAD 3.3 billion was invested in Canadian firms by private equity buyout funds in a total of 37
reported transactions. This information would seem to suggest that the mid-market buyout section in
Canada remains stable, in spite of the current credit market environment.

However, some people believe that the recently reported statistics do not reflect real time in the
current climate. There is no question that the very large and upper mid-market deals have slowed
down. Concern over high valuations in this current market is making many mid-market private equity
players nervous and the more experienced fund managers are being very selective with their
investments. What this means is that the full effect of today’s reality in the private equity markets
may not be reflected until the end of the fourth quarter of 2007 or first quarter of 2008.

However, there are signals the Canadian market is not being affected in quite the same way as the
U.S. or global markets. The Canadian economy remains relatively stable and debt markets are still
working reasonably well in Canada at the lower and mid-market range. Smaller and mid-market
transactions are still getting done in Canada.

Real Estate Buyout Funds

The private equity party may have slowed down but no one has bothered to tell the real estate
buyout funds, which are seeking USD 105 billion in new capital, a significant increase over 2006.
According to data from London-based Private Equity Intelligence, there are 206 real-estate-focused
funds in the market raising capital around the world. Last year, 116 new funds raised a record of
CAD 72 billion, and 2007 is set to surpass that amount with a total of about CAD 75 to CAD 85
billion, according to Private Equity Intelligence.

In Canada, we are definitely seeing an increased interest in real estate funds from institutions, with
the pension funds playing a larger role. Some pension funds are just entering this asset allocation
and some are or will be increasing their allocations.

Distress Funds

In the first half of this year, distressed funds from MatlinPatterson Global Advisers, Oaktree Capital
Management and others raised a record USD 23.7 billion, up from USD 19 billion in all of 2006,
according to industry journal Private Equity Analyst. While distress funds have been putting their
money to work, the big high-profile opportunities have not developed yet. Some people think that we
are really just at the beginning of what could be a very interesting distress cycle.


The structure of a private equity fund will depend on a variety of issues. Some of the structure
drivers will include the identity of investors (tax-exempt/taxable), residence of investors (domestic,
foreign, resident in treaty or non-treaty jurisdictions), of target investments (Canadian, U.S. or other)
and whether any investor is subject to other legislative constraints (pension benefits legislation,
financial regulations or other regulated industries).

Using a Limited Partnership

A limited partnership vehicle is the predominant Canadian private equity vehicle. A limited
partnership offers “fiscal transparency” since its income is allocated to and taxed in partners’ hands.
A limited partnership is also recognized as a permissible investment structure under applicable
pension fund legislation.

Limited liability is a cornerstone of pension plan investment. A basic principle of a limited
partnership is that a limited partner is not liable for the debts of the partnership beyond the amount it
has contributed or agreed to contribute to the partnership. Limited liability may be lost, however, if
the limited partner takes part in the control or management of the business of the partnership.
Generally speaking, a limited partner that remains a truly passive investor with no management
responsibilities, no directors or officers of the limited partner, and which does not take an active part
in the business or take part in the control or management of the business should not lose its limited
liability and become liable as a general partner.

Each province and territory in Canada has its own legislative provisions dealing specifically with
limited partnerships and addressing the issues of limited liability of limited partners and the
circumstances for potential loss of limited liability. The legislation dealing with limited partnerships in
all but four provinces and territories provides that a limited partner becomes liable as a general
partner when the limited partner takes part in the “control of the business.” The legislation in British
Columbia and the Yukon provides that a limited partner becomes liable as a general partner when
the limited partner takes part in the “management of the business.” The legislation in Manitoba
provides that a limited partner becomes liable as a general partner when it “takes an active part in
the business” of the partnership. In Quebec, the legislation prohibits the limited partner from giving
anything more than an advisory opinion with regard to the management of the partnership.

The Manitoba standard of taking an “active part in the business” suggests a threshold that is lower
than the Ontario (and other provinces’) threshold of taking part in the “control of the business.” At
the same time, the Manitoba legislation offers greater protection to the limited partner because it
restricts the extension of general liability to “active” limited partners to only two situations: (i) liability
extends only to those persons with whom the partner deals on behalf of the partnership; and
(ii) liability arises when the third party first dealt with the limited partner but ceases when the third
party became aware that it was dealing with a limited partner. Therefore, in Manitoba, simply telling
people with whom the partnership is dealing that you are a limited partner preserves your limited
liability opposite those persons, even if you then proceed to take an active part in the business of the

partnership. (One downside, however, to forming a Manitoba limited partnership is that a list of
partners, together with their contributions, must be filed with the relevant governmental authority.)

As a result, it is somewhat less likely that a limited partner of a Manitoba limited partnership will lose
its limited liability than a limited partner of an Ontario limited partnership (leaving aside complicated
interprovincial jurisdiction issues, as it is not clear in every province that a limited partner resident in
that province, when dealing with other residents of that province, in respect of its participation in a
Manitoba limited partnership, would have its limited liability rights interpreted based on the provisions
of Manitoba partnership legislation rather than the legislation of his province of residence).

Using an Investment Corporation

Pension and tax rules permit a pension plan to create a special purpose limited liability pension
investment corporation that is exempt from income tax under the Income Tax Act, Canada (ITA).
This provides limited liability protection by insulating a pension fund and its assets from liabilities that
may arise in respect of certain investments. For this reason, such a corporation is sometimes
referred to as a “blocker entity.”

Tax Rules

To qualify as tax exempt under subparagraph 149(1)(o.2)(iii) of the ITA, a pension investment
corporation must meet the following requirements:

1. At least 98 per cent of the corporation’s assets must be cash and investments

2. The corporation must not issue debt obligations

3. At least 98 per cent of the corporation’s income for tax purposes must be derived from (or from
   dispositions of) investments

4. All shares (and rights to acquire shares) of the corporation must be owned by one or more
   registered pension plans or certain other specific entities specified in the regulations

5. All investments of the corporation must be investments that a pension fund is permitted to make
   under the federal Pension Benefits Standards Act 1985 (PBSA) or a similar law of a province

Some of the issues that have arisen in interpreting these tax rules include the following:

(a) The meaning of an “investment” – in addition to shares and debt, an investment would generally
    include limited partnership interests provided the holder of the interest actually has limited

(b) What constitutes an “issuance” of debt – in the context of a limited partnership, provisions
    relating to cash calls must be structured carefully to avoid a debt issuance by the limited partner,
    and it must be made clear that partnership-level debt is not debt of the limited partner for this
    purpose. This is discussed in more detail below.

Pension Regulatory Rules

The provisions of the Pension Benefits Act (Ontario) (PBA) relating to investment corporations
(found in Schedule III of the PBSA) are structured as exceptions to two of the quantitative limits
imposed under Schedule III.

As a general rule, no more than 10 per cent of the book value of the assets of a pension fund may
be invested in a single entity or group of affiliated entities (the 10% Rule) and a pension fund may
not (as a general rule) hold more than 30 per cent of the shares of a corporation to which are
attached the right to vote for directors (the 30% Rule). In case of an investment corporation,
however, neither the 10% Rule nor the 30% Rule applies to the pension fund meaning that a
pension fund can hold all of the voting shares of the investment corporation and more than 10% of
its assets can be invested in that corporation.

An investment corporation is defined under Schedule III. The way in which the definition is worded
is important in understanding what restrictions apply to an investment corporation and how the
quantitative limits under the Schedule III are to be applied. There are five parts to the definition:

1. The investments in the investment corporation are limited to those that can be made by the
   pension plan that invests in the pension corporation – this is important to note because it means,
   for example, that the 10% Rule can be tested at the level of the pension fund and therefore an
   investment corporation can invest in one entity

2. The corporation must hold at least 98 per cent of its assets in cash, investments and loans

3. The corporation must not issue debt obligations

4. The corporation must obtain at least 98 per cent of its income from investments and loans

5. The corporation must not lend any if its assets to, or invest in, a related party of the pension plan

In addition to meeting these requirements to be an investment corporation, the administrator of the
pension plan must file an undertaking with the Ontario Superintendent of Financial Services (for
Ontario registered plans) on behalf of the investment corporation in which the investment corporation
provides its undertaking to comply with the investment limits mentioned previously and to provide
access to information such as the corporation's annual financial statements, audited financial
statements (if any) and a listing of the corporation's assets including their market value. There are
some additional restrictions that need to be addressed through undertakings where the investment
corporation holds shares in another investment corporation (stacking).

Schedule III does not specify where (i.e., in which jurisdiction) the corporation must be incorporated
and does not require the corporation to be resident in Canada for tax or general corporate law

As discussed below, one of the areas to watch out for is the prohibition against issuing debt
obligations. While there may be arguments to be made about what "issue" means in this context,
plan administrators need to be cautious in circumstances where, for example, the investment
corporation is assuming outstanding obligations from another investor or where there has been a
default and an amount is owed by the investor to the underlying investment vehicle (e.g., a limited

Pension Regulations

In so far as private equity investment opportunities are concerned, there are three potentially
relevant restrictions imposed under pension benefits legislation (in Schedule III).

First (and most important as a practical matter) is the 30% Rule, which was mentioned above. This
restriction applies to the pension fund itself and it can also apply to the investment corporation. This
can be a significant impediment in some private equity opportunities and consequently it may be
necessary to look at different types of ownership structures (including the involvement of co-
investors, different classes of shares with different voting rights and possibly shareholder

The 30% Rule has been the subject of considerable commentary and criticism in recent submissions
made to the Ontario Expert Commission on pensions and this is an issue that should be monitored.
There seems to be an increasingly broad consensus that the 30% Rule is outdated and serves little
(if any) practical purpose.

As noted above, Schedule III also imposes a limit on the proportion of a pension fund (no more than
10 per cent of the book value) that may be invested in, or loaned to, a single entity or group of
affiliated entities. It is important to note that Schedule III applies this limit to an investment in any
"person," which is defined to include corporations, trusts, partnerships, funds and unincorporated
associations or organizations.

Two important exceptions to the 10% Rule are investments in investment corporations (as discussed
above), as well as real estate and resource corporations (that meet the requirements of Schedule III)
and investment in a pooled fund trust that itself meets the requirements under Schedule III.

Finally, Schedule III imposes restrictions on the ability of pension funds to engage in transactions
with parties that are "related" to the pension plan (e.g., debt or equity of the employer or plan
administrator). These rules also apply at the level of the investment corporation (as mentioned
previously). There are a number of exceptions to the related-party restrictions and the definition of
what is a related party is quite lengthy. It is also necessary to consider the related-party restrictions
in a practical context as they are poorly drafted and if applied literally in some cases make no
commercial sense.

As discussed below, where a pension fund (or an investment corporation) invests in a limited
partnership there is a question as to whether the plan administrator is required to look through the
limited partnership and determine whether the partnership portfolio complies with the 30% Rule or
the related-party restrictions. For this reason, we see a number of plan administrators who will take
steps (for example, through the use of side letters with the general partner or manager) to ensure
that the partnership (taking into account the pension fund's proportionate investment in the
partnership) does not cause the pension fund to go "off side" on the 30% Rule or to violate the
related-party restrictions.

Foreign Investment Issues

Until a few years ago, Canadian pension funds were required to invest no more than 30 per cent of
the book value of their investments in foreign property by virtue of the foreign property penalty tax.
Although structures were developed to effectively circumvent this restriction, it did limit the extent to
which pension funds were able to invest outside Canada. With the repeal of the foreign property
penalty tax in 2005, there is now no restriction on pension funds’ ability to invest in the U.S., Europe
or elsewhere.

Needless to say, the mere fact that a pension fund is exempt from Canadian tax does not in any way
eliminate a fund’s exposure to foreign taxes on foreign investments. Foreign investments must be
carefully planned with the benefit of local tax advice to ensure all foreign tax leakages are taken into
account in evaluating the investment.

Most developed countries’ tax systems do not tax foreign investors on capital gains realized on exit,
unless the investment derives most of its value from real property. In the case of real property
investments, there are sometimes opportunities to mitigate foreign capital gains taxes through the
use of intermediate entities resident in favourable jurisdictions, depending on the circumstances. In
any event, local reporting and withholding requirements arising in connection with an exit should be
fully investigated upfront.

If the pension fund is to receive a stream of interest or dividends from the investment, care should be
taken to ensure the most favourable treaty rates are available. In the case of U.S. investments,
pension funds can normally avail themselves of the special zero per cent rate of withholding tax on
dividends and interest derived from the U.S. by a Canadian resident tax-exempt pension fund
(Article XXI of the treaty). This exemption does not, however, apply if the income is derived from a
trade or business or from a “related person.” Under the recently signed protocol to amend the treaty,
a pension fund will be eligible for treaty benefits only if most of the beneficiaries are residents of
Canada and/or the U.S.

In some cases, a Canadian pension fund investing in a U.S. private equity fund may be concerned
about possible attribution of “effectively connected income” (ECI). ECI can arise if the private equity
fund invests in a U.S. business that is organized as a fiscally transparent entity such as a limited
liability company. For U.S. tax purposes, the investors in the private equity fund are considered to
have earned the income directly and are required to file U.S. tax returns disclosing all of their income
from all sources, even if they have no other U.S. source income. This issue can usually be
managed with an appropriate “blocker” entity to “quarantine” the issue. Care must be taken to select
a blocker that does not result in the loss of otherwise available treaty benefits. It is understood that a
Canadian partnership that “checks the box” for U.S. tax purposes will ordinarily achieve the desired

If a pension fund invests in a foreign based trust, it is also necessary to consider the “non-resident
trust” (NRT) rules. These often draconian rules can deem the foreign trust to be a tax resident of
Canada merely as a result of a single investment from Canada – even from a tax exempt entity such
as a pension fund. There are exemptions from the NRT rules, but they need to be checked in every
case, as the rules in this area are broad and non-intuitive.

Subscription Financing Issues

Increasingly, private equity funds are borrowing on the security of limited partner subscriptions. This
raises the question as to whether the borrowing creates a problem for a pension fund investor under
the ITA or applicable pension benefits legislation, both of which restrict borrowing by a pension fund
or its investment corporation.

Before discussing the topic of borrowing by a limited partnership and its possible implications for an
investment corporation, we want to address briefly the restrictions imposed on borrowing by
registered pension plans. One of the registration requirements imposed under the ITA on a
registered pension plan is the restriction imposed under Income Tax Regulation 8502(i) on the
borrowing of money. In brief, a trustee or other person who holds property in connection with a
registered pension plan cannot borrow money for purposes of the plan except where:

•   the borrowing term is less than 90 days

•    the borrowing is not part of a series of loans or other transactions

•    the plan property may not be held as security for the loan except to avoid the distressed sale of
     plan property

•    the same regulation also provides for the borrowing of money to acquire real estate to produce
     income (it should be noted that this regulation does not apply to the activities of an investment

As discussed above, it will often be important for both income tax reasons and under the pension
benefits legislation to avoid the circumstance where an investment corporation could be regarded as
issuing a debt obligation. While there may be arguments as to what the word "issue" really means in
this context, in practical terms this is a restriction where the plan administrator does not want to take
any chances.

Where a pension plan or an investment corporation invests in a limited partnership and under the
terms of the limited partnership agreement the partnership can borrow and, in some cases, allow a
third-party lender to enforce the terms of the limited partnership agreement where there is a default
under the loan, the question becomes at what point could the borrowing activities of the limited
partnership and the consequential debt owed to a third-party lender be construed as a debt
obligation or borrowing on the part of the limited partners including, in our case, a pension fund
investor or its investment corporation. Fortunately, the Canada Revenue Agency (CRA) has
provided some fairly helpful guidance on this topic and their position has generally been that the
mere fact a limited partnership can borrow and a third-party lender can require the general partner to
enforce the terms of the limited partnership agreement, including provisions relating to defaulting
partners, is not the same thing as a debt obligation on the part of the limited partners. For example,
the CRA has issued advanced tax rulings under which it was clear that limited partnership interests
were held directly by a registered pension plan trust and where borrowing occurred at the level of the
limited partnership (CRA Document No. 2000-0055463). In effect, the critical point seems to be that
the lender does not have direct recourse to the limited partners and must instead enforce its rights
against the limited partnership with the result that the limited partners continue to have the same
obligations to which they were always subject under the limited partnership agreement.

Nevertheless, pension fund investors should carefully consider whether the description of the
borrowing in the limited partnership agreement and any acknowledgement by limited partners of the
assignment by the partnership of the limited partners’ subscription agreements constitutes borrowing
by the pension fund or its investment corporation, if applicable. In addition to the threshold issue,
often the limited partnership agreement will contain very broadly described obligations on the part of
limited partners in connection with such a subscription credit facility to provide documents and
information to the lender. These obligations often include obligations to provide financial statements
and legal opinions and a general obligation to provide all information as the lender may “reasonably
require.” Pension fund investors should carefully evaluate these provisions to determine whether or
not they are in a position to provide this information. Often, general partners will be willing to limit
the scope of these requirements either in the limited partnership agreement or in a side letter.


There is often an interplay in private equity funds between pension fund investors, who will often
want at least some oversight over the general partner’s activities, and the general partner who
wants, to the extent possible, full discretion over its activities.

Advisory Committee

It is extremely common for a private equity fund to have an Advisory Committee made up of
representatives of the limited partners and the general partner (usually as a non-voting member).
The primary purpose of the Advisory Committee is to allow representatives of investors with a
minimum level of capital commitment to have some oversight over the general partner’s activities. It
also allows both the general partner and the limited partners a forum to discuss fund matters. In
some cases, the Advisory Committee will include investment experts who are not representatives of
limited partners to provide guidance to the general partner.

The roles and responsibilities of the Advisory Committee will vary from fund to fund and can range
from a purely advisory role to a decision-making role in some limited circumstances. Advisory
Committees are, for example, sometimes vested with the responsibility to approve exceptions to
investment restrictions, approve replacements of key personnel for the purposes of key persons
clauses, valuations and to consult with the general partner on conflicts of interest. In some cases
(although this is not typical), the Advisory Committee may have responsibility to approve

This range of responsibility necessarily gives rise to the concern that limited partners risk losing their
limited liability status by virtue of having a representative on a fund’s Advisory Committee. In most
jurisdictions, there is a relative degree of comfort in the industry that the customary activities of an
Advisory Committee should not pose any issue. To the extent that the Advisory Committee’s role
extends beyond this customary role, there is more of a concern. If the Advisory Committee has an
expanded role, a Manitoba limited partnership is a structure option. In any event, the Advisory
Committee’s responsibilities should be carefully considered.

Many pension plans historically were not permitted to indemnify or insure their employees if they
took an Advisory Committee membership and in some cases pension fund investors may decide that
even if they are entitled to representation on the Advisory Committee, it just does not make sense for
liability concerns or otherwise to take advantage of it. One alternative to resolve this dilemma is to
negotiate with the general partner a right for the investor to send non-voting observers to Advisory
Committee meetings.

Fund Investment Policies or Restrictions

The general partner directly, or through related manager or investment advisor, is responsible for
investments by the private equity fund. Most limited partnership agreements will contain some
description of the investment policies or mandate of the fund (although in some cases, limited
partnership agreements will just make reference to the investment objectives of the fund described
in the offering memorandum). These are generally, and in some cases unfortunately, worded very
loosely and as a result, it is even more important to consider the investment restrictions of the fund.
These are a distinct set of rules and of things that the general partner cannot do. These can include
investing in certain industries (tobacco, arms and other potentially undesirable industries),
concentration limits (for example, the fund cannot invest more than 20% of its commitments in a
portfolio company), limits on borrowing and portfolio company guarantees, geographical restrictions,
prohibitions and investments in pooled funds and the like. Often these are driven by risk
management concerns, but a pension plan’s own policies, restrictions and social responsibilities may
also play a role.

In making any private equity investment, each pension fund investor must consider its own internal
Statement of Investment Policies and Procedures (“SIP&P”) that governs its investments, and often
the SIP&P will drive the pension fund investor’s comments on the investment restrictions of a private
equity fund. The SIP&P is in effect the investment constitution for the pension fund and the plan
                                                   - 10 -

administrator is under a legal obligation to comply with the plan's SIP&P. In fact, if an investment
transaction does not comply with the plan's SIP&P it would be possible for the provincial pension
regulator (the Ontario Superintendent of Financial Services, for example) to exercise its general
powers under the pension legislation to prevent completion of the investment transaction and in
theory require the unwinding of the transaction. While we are not aware any actual investment
transaction where the Superintendent has gone so far as to do this, we are certainly aware of
circumstances where charges have been laid under the PBA against the plan administrator, the
pension committee members, boards of trustees and "agents" of the plan administrator for, among
other things, failure to comply with a SIP&P. At the very least, if an investment goes badly and the
plan members can establish that the investment did not comply with the SIP&P, the plan
administrator will clearly be in a legally weaker position if, in addition to the poor investment return, it
(or its investment managers) did not comply with the plan's own SIP&P.

Conflicts of Interest

Conflicts are very near and dear to the pension fund investor’s heart. The general partner of a
private equity fund is often subject to a variety of conflicts of interest – between itself and its staff and
operations, between itself and limited partners and between itself and the investors in other funds
managed by the general partner. Common conflicts of interest situations include, for example, if
(1) the general partner employs a related company to provide services to the fund or its portfolio
companies; (2) the general partner or related parties invest in portfolio companies, (3) the fund
invests in a portfolio company in which a prior fund has an interest, and (4) the general partner
invests directly or on behalf of other funds managed by it in portfolio companies within the fund’s
investment mandate.

The fund should have protocols to deal with conflict of interest situations. In many cases, these
protocols will include an approval by the Advisory Committee if a conflict exists. Limited partnership
agreements often deal specifically with the common conflict of interest situations mentioned above.
For example, limited partners may require that if the general partner uses the services of a related
company, these services should be provided on arm’s length terms. Any delegation by the general
partner should expressly not relieve the general partner of its obligations under the limited
partnership agreement. In addition, to the extent that the general partner delegates responsibilities
that are traditionally undertaken by the general partner, it should be made clear that no additional
remuneration will be payable by the fund to a service provider. For example, if the general partner is
paid a management fee under the limited partnership agreement, it should be not be entitled to hire
a portfolio investment advisor as the general partner is already being paid for those services.
Limited partnership agreements should also cover the extent to which the fund is permitted to invest
in portfolio companies in which any prior funds or which the general partner or any of its related
parties has an interest, and investments by the general partner directly or on behalf of other funds in
portfolio companies within the fund’s investment mandate.

A key premise of any conflicts protocol is the premise that general partners should be restricted in
any activities which may misalign the general partner’s interest with that of the limited partners.

Alignment of Interests

In order to minimize conflict concerns, investors will look for fund managers who are careful to align
the interest of the manager and the investors. It is important for an investor to spend the necessary
time and attention on due diligence to understand the ownership structure of the advisor/manager of
the fund and to find out how the “carried interest” is split among the managers.

One way to promote alignment of interest between the managers and the investors is to have the
manager or its principals contribute to the fund in a meaningful way, relative to their financial means.
                                                 - 11 -

Research has shown that in the best performing investments, a substantial financial commitment
from senior manager is key.

Co-investment by the manager, key persons or related parties can also align interests and may be
appropriate in some circumstances. However, if co-investment by the general partner or the
manager is in the cards, it should be made in each portfolio company, and there should not be any

Another area that can assist with alignment of interest is the allocation of opportunities. It is
important to ensure that the investment opportunities originated by the principals of the manager and
their affiliates are properly being brought forth to the fund for consideration. For this reason, fund
agreements usually contain positive covenants to the effect that the general partner or manager, will
present all opportunities that are within the investment objectives of the fund. It is important from an
investor’s perspective that this covers not only the general partner but also the manager, managing
directors, other key persons and their respective affiliates. Obviously, the type of fund (first fund vs.
family of funds) will effect how this allocation of opportunities provision is dealt with. Also, the
provision should address how (if at all) the investment opportunity can be made by the principals of
the manager in the event that the investment is turned down by the fund.

A related provision is the exclusivity and non-competition provision. This provision restricts key
individuals responsible for the performance of the fund from directly or indirectly competing with the
fund through their other relationships. Generally, we see a broader category of individuals covered
by the non-competition restriction (for example it may extend to employees).

The provisions in the fund documents covering the remedies and triggers that the investors may use
in dealing with general partner conduct (for example, suspension of commitments and removal of the
general partner) should also be considered. These provisions can be effective in aligning the
incentives of the manager with the investors and ensuring that difficult fund issues can be dealt with
quickly and successfully.


Co-Investment Opportunities

Depending on the size of the fund and the level of investment, investors may be given co-investment
rights or opportunities along side the fund in situations where the investment may be too large for the
fund or there is some other reason for the fund to further diversify its investments. These co-
investment rights are becoming increasingly important to pension fund investors as they seek to fully
utilize their private equity asset allocations. Generally, the-co-investment feature may be “hard” or

At the same time, investors will want to ensure that they are protected if they are not co-investing but
another investor in the fund is co-investing. One of the significant issues in either case is whether
there should be any management fees in favour of the general partner or manager relating to the co-
investments. It is also important for investors who will not be taking advantage of co-investment
rights to ensure that the co-investment rights do not adversely affect the ability of the fund to
complete a transaction or to deal with the sale of an asset once acquired.


Distributions usually include quarterly cash distributions and return of capital on sale of portfolio
companies or wind-up of a fund. Distributions-in-kind are non-cash distributions made to investors.
                                                  - 12 -

This type of distribution should be very restricted as pension fund investors do not want to hold an
illiquid asset.

While the possibility of in-kind distributions cannot be totally eliminated, it is important for pension
fund investors to ensure that distributions-in-kind are very restricted and highly liquid. It is typical to
include a provision in the fund documents requiring the manager to dispose of in-kind distributions
on behalf of investors, but this may not be sufficient. Requiring the manager to purchase any assets
that are the subject of in-kind distributions could be one solution.

Another way to minimize the risk of in-kind distributions is to require that valuations of in-kind
distributions reflect a substantial discount, or, better still, not to be counted as part of the waterfall
payments towards the calculation of the “carried interest”.



Private equity fund limited partnership agreements invariably prescribe the reporting to be provided
to limited partners. This reporting includes, at a minimum, audited financial statements, usually
delivered within 90 days of year-end, and quarterly statements, usually delivered within 60 days of
quarter-end. The limited partnership agreement may also provide for other reporting, for example,
reporting on investment activities, distributions, conflicts and other activities during the period.

Investors, and in particular pension fund investors, are keenly interested in the type of reporting that
is provided. Pension fund investors may negotiate additional reporting beyond that required in a
limited partnership agreement to meet their own requirements regarding investment management
and reporting to committees, trustees, beneficiaries, regulators and other stakeholders.

A particular issue of concern to some pension fund investors is the timing of the delivery of the
financial reporting. Often the reporting may not coincide with the reporting required by the pension
plan to its stakeholders, and as a result, a pension fund investor may negotiate interim reporting
which coincides with its requirements. Another area of concern is that some general partners are
permitted to delay provision of financial reporting in situations where they depend on the receipt of
financial information from entities that it does not control. This should be discussed with the general
partner to determine the extent of the issue.

Standard of Care

The general partner should agree to comply with a standard of care in connection with the
management and conduct of the fund’s business and to act honestly, in good faith and in the best
interests of the fund.

Some pension fund investors require that the general partner and its manager also comply with the
standard of care imposed under the applicable pension benefits legislation (for example, Section 22
of the PBA. This provision provides that, the plan administrator is subject to a codified standard of
care in connection with the investment of the pension fund. The standard of care is essentially a
prudent person standard which requires the plan administrator to "exercise the care, diligence and
skill in ... the investment of the pension fund that a person of ordinary prudence would exercise in
dealing with the property of another person". The PBA also provides that the administrator must use
"all relevant knowledge and skill that the administrator possesses or, by reason of the administrator's
profession, business or calling ought to possess". Importantly, the PBA expressly provides for the
administrator to engage "agents" in order to "carry out any act required to be done in the ...
administration and investment of the pension fund". The PBA goes on to provide that the "agent"
                                                  - 13 -

appointed by the plan administrator to carry out investment activities on behalf of the pension fund is
subject to the same standard of care as the administrator.

The statutory framework under the PBA raises a number of issues that need to be considered from
both the administrator perspective and from the perspective of an investment manager or advisor.
For example, the plan administrator may request that the standard of care provided under the PBA
be imposed on the investment advisor or investment manager and included in a subscription
agreement or in another written agreement.

The plan administrator may also take the position that the investment manager or investment advisor
is an "agent" of the plan administrator and therefore subject to the statutory standard of care
imposed under the PBA. This is something that many investment managers attempt to resist. It
should be noted that in at least one court decision (R. v. Norton [2006] O.J. No. 2031)), the court
adopted an expansive view of what constitutes an "agent" for the purposes of the PBA suggesting
that it could be any service provider that is engaged by the plan administrator to assist in the
administration of the plan rather than a narrower common law test as to what constitutes an "agent".

The PBA section 22 standard of care can be addressed directly in the fund documents or elaborated
in a side letter with a positive obligation to the effect that the general partner and any manager agree
and acknowledge that their duties and obligations include the standard of care imposed on an
administrator of a pension plan provided in section 22 of the PBA or any successor legislation.

Key Person

Two important factors in an investor’s decision to invest are the experience and the track record of a
fund’s principals. There will be certain principals who will be critical to the success of the fund. In
order to ensure that these principals remain dedicated to the continued success of the fund, there
may be trigger events which allow for the removal of the general partner and manager in the event
certain principals are not associated with the management of the fund.

The manner of causing a key person event to occur can include objective and subjective triggers.
On the objective side, one finds death, disability, bankruptcy, termination of employment, default,
continued ownership of the general partner, certain individuals ceasing to be managers. Subjective
triggers include “ceasing to be actively involved” or “ceasing to devote necessary/substantially all
business time and attention” or “ceasing to devote a majority of professional time”.

The main objective of key person provisions is to clearly set out the expectations of investors
regarding the time that principals must commit to the fund. Bottom line is that this trigger event will
motivate the general partner to move quickly to rectify the situation to the satisfaction of the investors
and will promote more communication concerning management capabilities and help keep investors
informed of departures among the management team.

The consequences or remedies of a key person event will depend on all the circumstances.
Dissolution should be avoided from an investor’s perspective as it will more likely lead to an
unworkable outcome. A remedy which is more investor friendly and makes more sense is the
suspension or termination of the commitment period with some options or alternatives to deal with
the replacement of the general partner and manager.


Pension plan investors with their regulatory framework and specific requirements will invariably
require side letters in connection with any private equity fund investment. In negotiating a side letter,
the goal is, to the extent possible, to make the side letter more of a formal agreement, as opposed to
                                                - 14 -

a comfort letter. However, to the extent that a request is absolutely critical, and of benefit to all
limited partners, the preference would be to include the provision in the limited partnership
agreement, as opposed to in the side letter.

A few examples of side letter covenants that a pension fund investor may want to consider:

•      “Most Favoured Nation” clause providing an obligation to disclose all other side letters or
       special arrangements with other limited partners and requirement to offer any such special
       arrangements to the pension fund investor;

•      tax accommodations (for example, U.S. ECI issues) and consultation by the general partner
       with the pension fund investor on withholding taxes that are questionable;

•      investment exclusion privileges which allows a pension fund investor to opt-out of a capital
       call in the event that the investment being by the fund would result in a violation of law or
       regulation (eg. 30% Rule) applicable to the pension fund investor.

•      to provide tax, financial information, or other additional reporting required by the pension
       fund investor;

•      restriction against investment by the fund in securities issued by a trust or other specified

•      prohibition against investment in related parties to the pension fund;

•      to appoint an Advisory Committee member nominated by the pension fund investor and/or
       observer rights at Advisory Committee meetings;

•      certain restrictions on borrowings by the fund and to ensure that there can be no recourse to
       the pension fund investor;

•      to reduce management fees payable by the pension fund investor (if a lead investor);

•      reimbursement of legal fees by the pension fund investor (if a lead investor);

•      special call request notice accompanied by specific or prescribed information.

                   Frank D. Guarascio
                   Partner, Toronto Office

                   Blake, Cassels & Graydon LLP
                   Direct 416-863-3296
                   Facsimile 416-863-2653

Frank Guarascio is a Partner in the Business Group. He is involved in all aspects of corporate and
commercial law, and provides legal services to a broad range of clients, including publicly traded
companies, private companies, entrepreneurs, private equity managers, pension funds and
institutional investors. Frank has been listed as a leading Canadian M&A lawyer in The
Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada.

Frank's corporate practice focuses on commercial transactions involving acquisitions, divestitures,
mergers, reorganizations, and international and domestic joint ventures, and in that regard, he has
acted for buyers, sellers, target companies, investors, investment dealers, venture capitalists,
lenders and financial intermediaries. He has extensive experience in structuring and negotiating
acquisitions and divestitures of both private and public companies involved in the manufacturing
and services, financial, technology, real estate, construction, food manufacturing and distribution,
publishing, broadcasting, data and records management, and retail franchising sectors.

Frank also has substiantial experience with private equity funds and private equity investors. In this
connection, he acts for managers, sponsors, funds, financial advisers, pension funds and other
institutional investors. He has substantial experience in structuring, negotiating and implementing
investment vehicles for pension funds and institutional investors and in private equity funds.

Relevant Experience

Frank's extensive experience in a broad range of significant and complex corporate finance and M&A
transactions, together with his leadership and transactional management skills, puts him in an
excellent position to structure, manage, co-ordinate and negotiate significant transactions involving
public and private companies.

The following transactions serve to highlight Frank's capabilities:

      Sale by Maple Leaf Foods Inc. of its animal nutrition business (manufacturing)

      Purchase by Yellow Pages Group of the SuperPages business (directories)

      Purchase by Syngenta International AG of Conrad Fafard, Inc. (agricultural products)

      Purchase by Blue Note Metals of Caribou Restigouche mines from Breakwater and subsequent
      financing (mining)

      DHX Media Inc. acquisition of DeCode Entertainment Inc. (entertainment)

      Cross-border acquisition by Merge Technologies Incorporated of Cedara Software Corp. by
      way of a court-approved plan of arrangement and exchangeable share structure (technology)
      Purchase by Maple Leaf Foods Inc. of Hub Meat Packers and sale by Maple Leaf Foods Inc. of
      its dairy, edible oils, pet foods, UNOX Meats, franchise division and Canbrands International
      businesses (food products)

      Structuring and implementation of pooled fund investment vehicles for pension funds and
      other institutional investors for Bentall Investment Management (real estate), Third Eye
      Capital Fund (asset-backed financing) and Quadrant Canada (real estate)

      Private equity investments by Hospitals of Ontario Pension Plan, GE Capital and other pension
      fund and institutional investors (direct investments and fund investments)

      Management buyouts for Heritage Education Funds (financial services), Cashway Building
      Centres (retail building supplies), Raymond Steel (manufacturer), Delhi Industries
      (manufacturer) and Willson Stationers (retail office supplies)

      MCAP Inc. and Caisse de dépôt et placement du Québec mortgage business joint venture

      MCAP Inc. acquisition of Canada ICI Mortgage group of companies (real estate mortgage)

      Iron Mountain acquisition of Archivex, Proshred, Automated Records, Medex and the Records
      Division of Brinks Canada (records management and shredding business)

      InQuent Technologies Inc. sale to SBC Communications Inc. (technology)

      Purchase of Enlogix by Loyalty Management Group (data management)

      Purchase by Corporate Foods Limited of GD Bakery Group, Olafson's Bakery Group and
      Parisco Limited (food products)

      Joint venture projects for Hydro-Québec Pension Plan (real estate)

      OMERS Realty Corporation acquisition of Hammerson Canada Inc. (real estate)

      Sale of The Sports Network by Interbrew (broadcasting)

      Air Miles International sale of North American Air Miles business (loyalty program)

      CBC Broadcast Centre private placement of secured bonds (securities/real estate)

      Sale of QUNO to Donohue Inc. (newsprint, pulp and paper)

      Joint venture between Essroc Canada and Lafarge Canada and sale of Gormley Aggregates
      and United Aggregates by Essroc Canada (construction industry)

Professional Achievements

Frank has written in the area of mergers and acquisitions, and has recently made presentations on
negotiating the acquisition of private companies for the Canadian Institute and the Osgoode Hall
Law School professional development program. He has also written in the area of cross-border
mergers and acquisitions transactions.
Frank is a member of the American Bar Association and a member of the Negotiated Acquisitions
Committee of the American Bar Association.

Admitted to the Ontario Bar - 1986
LL.B., University of Western Ontario - 1984
                   Kim Harle
                   Partner, Toronto Office

                   Blake, Cassels & Graydon LLP
                   Direct 416-863-4294
                   Facsimile 416-863-2653

Kim Harle is a Partner in the Business Group. Her practice includes a broad range of mergers and
acquisitions, private equity, corporate, securities and other transactional work. She has advised
Canadian and multinational clients in many sectors, including the technology, retail, publishing,
financial services, mutual fund, consumer products, energy, pulp and paper, and real estate sectors.
Kim has significant experience providing advice on private equity investments and funds, and in
particular, regularly advises pension funds on their private equity and other investments.

In addition to her transactional work, Kim provides practical ongoing general corporate and
commercial advice to her clients, including advice to public companies on their continuous disclosure
and corporate governance obligations under Canadian securities laws. Kim worked as in-house legal
counsel with a publicly traded financing company for a year and a half, gaining valuable experience
practising law in an in-house environment. She works with clients of all sizes - from entrepreneurs
and family-owned businesses to large multinational corporations and institutional investors.

Kim has been an instructor at the Osgoode Hall Law School intensive business law program and
given law school lectures on contract law. She was the co-chair and a co-presenter at The Law
Society of Upper Canada's Corporate Transactions for Law Clerks in 2002 and 2004, and the co-
chair of A Corporate Law Primer for Law Clerks and Legal Assistants in 2006.

Admitted to the Ontario Bar - 1995
LL.B., Queens University - 1993
B.Sc. (Hon., Magna Cum Laude), University of Ottawa - 1990
                   Jeremy J. Forgie
                   Partner, Toronto Office

                   Blake, Cassels & Graydon LLP
                   Direct 416-863-3888
                   Facsimile 416-863-2653

Jeremy Forgie practises in the Pension & Employee Benefits and Tax Groups. He is involved
primarily in the areas of employee benefits, pensions and executive compensation. Jeremy's
practice emphasizes advising private and public sector employers, numerous Canadian and foreign
consulting firms and financial institutions on cross-border, pension, tax, trust and benefit issues
arising in connection with corporate transactions, privatizations, insolvencies, surplus and
contribution holiday disputes, ongoing compliance with regulatory requirements and the
development and documentation of pension and employee benefit plans and related investment
products, funding and custody arrangements.

Jeremy has extensive experience in advising some of the largest pension plans in Canada on plan
design, pension fund investment, divestiture, acquisition and wind-up issues. In addition to his
pension practice, Jeremy works extensively with some of Canada's largest public corporations in
advising on the design, implementation and taxation of executive and directors incentive and stock
compensation plans.

Jeremy is recognized in The Canadian Legal Lexpert Directory 2007 as one of the leading pension
and benefits lawyers in Canada, and is cited in the Federated Press Directory of Professionals as a
"distinguished contributor." In The Best Lawyers in Canada 2008, he was voted by peers as one of
the leading employee benefits lawyers in Canada.

Jeremy has written and spoken across North America on a wide range of topics in the areas of
pensions (including related fiduciary, trust and custodial issues), employee benefits, executive
compensation and related income tax and pension law issues. Jeremy recently completed a six-year
term on the Legal Advisory Committee (Financial Services Commission of Ontario).

Jeremy is a member of the Association of Canadian Pension Management, the Canadian Tax
Foundation and the National Association of Stock Plan Professionals.

Admitted to the Ontario Bar - 1985
LL.B., Queen's University - 1983
B.A., Queen's University - 1980
                   Jeffrey C. Trossman
                   Partner, Toronto Office

                   Blake, Cassels & Graydon LLP
                   Direct 416-863-4290
                   Facsimile 416-863-2653

Jeffrey Trossman is a Partner in the Blakes Tax Group. His practice focuses on all aspects of income
tax planning, including mergers and acquisitions, corporate reorganizations, corporate financing
transactions, private equity, international taxation and the taxation of income trusts, mutual funds
and other investment vehicles.

Jeffrey has acted for a wide variety of public and private companies. He also has experience
representing taxpayers at all levels in the tax appeal process under federal and provincial taxation

Jeffrey has written and spoken widely in the tax area. He has authored articles published by the
Canadian Tax Foundation, Osgoode Hall Law School and in the International Tax Review. He is an
active member of the International Fiscal Association and the Canadian Tax Foundation. He is a
member of the faculty for the 2007 UCLA Institute on Tax Aspects of Mergers & Acquisitions, and in
2008, Jeffrey will be serving as a country reporter for Canada at the Congress of the International
Fiscal Association to be held in Brussels. He is also a member of the Committee on Taxation of
Business Entities of the New York City Bar.

Jeffrey has been recognized as a leading tax practitioner in Legal Media Group's Guide to the
World's Leading Tax Advisers 2007 and Chambers Global: The World's Leading Lawyers for Business

Admitted to the Ontario Bar - 1991
LL.B., University of Toronto - 1989
M.A., University of Toronto - 1984
B.A., University of Toronto - 1983
Blakes regularly represents private equity and venture capital funds seeking to invest in or
acquire, and subsequently dispose of, Canadian businesses as well as businesses seeking to
raise private capital, both within Canada and internationally.

For private equity and venture capital investors, we are frequently involved in establishing funds,
including providing structuring advice, advising with respect to regulatory and compliance issues
and market expectations of investors generally, and negotiating and settling fund governance

In advising our fund clients, we frequently:

        assist in identifying investment or acquisition targets and performing due diligence;

        assist in structuring transactions, including early and late stage equity and debt

        draft and negotiate transaction documentation, including subscription, shareholder, and
        registration rights agreements, limited partnership agreements, co-investment
        agreements and other fund documents;

        assist in identifying and implementing exit strategies, including mergers and acquisitions
        and initial public offerings;

        address tax issues, including tax-effective investments in Canadian companies by non-
        resident investors and foreign property advice to non-taxable Canadian entities;

        address regulatory issues; and

        provide ongoing advice concerning industry trends and innovative investment structures.

Major transactions
Blakes has advised a range of participants from all areas of the market. A selection of our
representative transactions demonstrates our broad experience.

        Blakes acted for GE Capital in connection with its investment in ONCAP (US) II Limited
        Partnership, which is an Onex Corporation sponsored fund.

        Blakes acted for Third Eye Capital in connection with the establishment of a $300 million
        fund targeting asset backed lending investments.

        Blakes acted for Blackstone Group L.P. in connection with the acquisition of the
        Canadian assets of Sithe Global Power.

        Blakes acted for affiliates of Sun Capital Partners, Inc. in connection with their acquisition
        of the Canadian grocery business of Kraft Canada.

        Blakes acted for affiliates of GTCR Golder Rauner LLC in connection with their
        acquisition of ADP’s claims services group.
   Blakes acted for an affiliate of Sun Capital Partners, Inc. in connection with its acquisition
   of the Indalex Aluminium Solutions Group.

   Blakes acted for affiliates of Sun Capital Partners, Inc. in separate transactions in
   connection with their acquisitions of The Packaging Group and Exopack Canada.

   Blakes acted for Arsenal Capital Inc. in connection with their acquisition of Sermatech
   Canada Inc.

   In December 2004, Blakes acted for the shareholders of Hair Club For Men and Women
   in its sale by EdgeStone Capital Partners to Regis Corp. for US$210 million. Hair Club,
   founded by Sy Sperling in 1976, is a U.S.-wide network of clinics offering comprehensive
   hair replacement solutions, including hair transplantation. Regis Corp. is the world’s
   largest operator of beauty salons, hair loss centres and beauty schools.

   In August 2004, Blakes represented Borderware Technology Inc. in connection with a
   $17 million venture capital financing led by Jefferson Partners, Woodside Fund, and e-
   Scotia Acquisition.

   In May, 2004, Blakes acted on behalf of The Gates Group, LLC, a Cleveland-based
   private equity firm, in connection with its acquisition of Imperial Parking Corporation.

   Blakes acted for The Business, Engineering, Science & Technology Discoveries Fund
   Inc. ("BEST") on its investment in Canadian Trading and Quotation System Inc. ("CNQ")
   through the purchase of a subordinated convertible debenture and certain other
   securities. The investment by BEST in CNQ was a critical step in CNQ obtaining
   recognition from the Ontario Securities Commission to operate a quotation and trade
   reporting system. The OSC order permits CNQ to operate a marketplace for the shares
   of emerging companies and is the first order of its kind to be granted in Canada.

   Blakes acted on behalf of Coril Holdings Ltd., a private holding and investment
   corporation, in connection with a $15,000,000 venture capital financing of Richardson
   Technologies Inc.

   Blakes acts for Chrysalix Energy Limited Partnership, a venture capital fund focussed on
   the Fuel Cell and Alternative Energy Sector. It is a limited partnership consisting of Shell
   Hydrogen, Duke Energy, Ballard Power Systems, BASF, BOC Group plc, Mitsubishi, and
   Boeing. Chrysalix is in the process of raising their second fund.

   Blakes acted for Draper Fisher Jurvetson in connection with their investment in D-Wave
   Systems Inc., a major California private equity fund.

   Blakes acted on behalf of Kae-Tech Inc. in negotiating the disposition of a majority share
   position in Hair Club For Men to a group of existing shareholders consisting primarily of
   Edgestone Capital Partners and another entity for approximately $25 million in cash and
       Blakes advised MWI & Partners in their two portfolio investments in late 2003 and early

       Blakes has acted for numerous issuer clients in connection with investments by private
       equity funds. Quadrus Financial Technologies received financing from Ventures West in
       July 2003, just one example of nearly 40 different transactions. We have similarly acted
       for Ventures West on a number of issues.

       Blakes acted for RoyNat and in arranging financing and launching take-over bid for Arcis,
       a public company engaged in seismic data service provider business supplying the oil
       and gas industry.

       Blakes has assisted Torstar in making numerous private equity investments including
       Borderfree Inc., Sing Tao, ITI Education, Citisearch and Workopolis.

       Blakes helped complete the purchase by Trivest Capital Partners of the Herbal Magic
       franchise network across Canada and the United States. The transaction was structured
       as an asset acquisition and the purchase price was approximately $40 million.

       Blakes acted on the formation of Venturion VGI Limited Partnership in July 2002 and and
       since that time has advised the general partner, Venturion Partners Inc., and the
       manager, Venturion Group Inc., on various investments.

       Blakes regularly advises some of the largest and most active Canadian pension plans in
       their private equity investments, including direct and fund investments.

Breadth of industry coverage, depth of talent
Blakes has experience advising on deals across a range of industry sectors. This is the hallmark
of a strong national practice with experienced lawyers who can manage transactions properly
and efficiently. And through related practice groups, Blakes can offer expert knowledge of
particular legal issues affecting different sectors, from heavy industry and manufacturing, to
financial services, to IP, hi-tech and bioscience.
Blakes Pension & Employee Benefits Group provides unsurpassed depth and breadth in this
highly specialized area of law. Our Group consists of 22 lawyers in Toronto, Vancouver, Calgary
and Montreal whose practices are devoted to pensions, benefits and compensation law. We are
supported by lawyers in litigation, tax, human rights, insurance, labour and employment,
securities, privacy, intellectual property and other areas who have developed sub-specialities in
employee benefits matters relating to their respective areas of expertise.

New and proposed tax and minimum standards legislation as well as regulatory guidelines have
increased the demand for our advice on compliance and regulatory issues. We are frequently
retained to review, draft or negotiate language for pension plans, executive compensation
arrangements, retiring allowances, retirement compensation and deferred income arrangements,
employee share ownership plans, health and welfare trusts, funding agreements, investment
management agreements, registered retirement savings plans, profit sharing plans, group
insurance contracts, employee booklets, statements of investment policies and procedures, and
employee benefit provisions of sales agreements. Equity compensation, pay-for-performance,
flexible benefits, golden (or platinum) handshakes and handcuffs are other areas in which our
expertise has been relied upon to develop solutions or structures that meet the practical needs
of our clients. We are often asked by our clients to assist them in developing plan governance
protocols designed to meet legislative requirements and regulatory guidelines, while taking into
account existing corporate structures.

We provide opinions on such issues as surplus entitlement under pension and group insurance
arrangements, "contribution holidays", fiduciary responsibility, the authority of plan
administrators, plan governance issues, the tax treatment to be accorded to various pension,
health and welfare arrangements, benefit splitting on marriage breakdown, pension plan mergers
and spin-offs, retiring allowance payments, automobile policies, employee perquisites, the
designation of beneficiaries and the eligibility of investments for tax-sheltered or registered
pension and other funds. We also help to structure compensation arrangements on a basis that
meets business objectives and complies with relevant tax, securities, minimum standards, trust
and other laws.

Our clients include the administrators and sponsors of many of the largest public and private
Canadian pension and benefit plans and funds. We also provide advice to smaller employers, to
administrators of jointly trusteed plans and to individuals. Employee groups and unions have
also sought opinions from our practitioners. Investment managers, trust companies, banks and
insurance companies have retained us to help develop or provide advice in respect of
investment products and services for pension, health and welfare funds. Trustees, actuaries,
other law firms, benefit consultants and administrators regularly seek our opinion on a broad
range of benefits and compensation related issues.

Employers or their attorneys in foreign jurisdictions rely on us to provide advice about duplicating
foreign benefits programs in Canada, transporting the benefits or compensation entitlements of
migrating executives and other issues relating to pensions, benefits and compensation.
The reputation we enjoy in the benefits industry in Canada and among human resource and
financial managers and financial institutions has been built on a long tradition of valuable advice
provided to a broad range of clients in a timely manner.

"Consistently recommended" for eight years, for pension and employee benefits work. (The
Canadian Legal Lexpert Directory 2007)

The Canadian Legal Lexpert Directory 2007
Blakes is "consistently recommended" in pension and employee benefits. Four Blakes lawyers
are listed in this area, with one lawyer ranked as "most frequently recommended".

The Best Lawyers in Canada 2008
Four Blakes lawyers are listed as leading lawyers in employee benefits law.
The 2008 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada
A Blakes practitioner is recognized as a leading lawyer in pensions law.

Ontario Financial Services Commission and Financial Services Tribunal
Two Blakes Pension & Employee Benefits partners have served or are serving as Vice Chair of
both the Tribunal and the Commission.

Ontario Expert Commission on Pensions
A Blakes pension lawyer has been appointed as one of four Advisors to this government
commission which will make recommendations on the Pension Benefits Act (Ontario).

Alberta / British Columbia Joint Expert Panel on Pension Standards
A Blakes pension lawyer has been appointed British Columbia Co-Chair of this six-member
expert panel which will review Alberta's Employment Pension Plans Act and B.C.'s Pension
Benefits Standards Act.
Blakes Tax Group works as an integral part of multidisciplinary teams that include lawyers
specializing in the corporate, securities, real estate and intellectual property fields. In this way,
business transactions are structured in the most tax-efficient manner for the client. We have an
in-depth understanding of the intricacies of mergers and acquisitions, reorganizations, corporate
and project finance, structured finance, international tax and transfer pricing, joint ventures,
partnerships and employee benefits taxation. This experience also extends to representations to
Canadian and foreign government officials in seeking advance income tax rulings, technical
interpretations, advance pricing agreements as well as dealing with and managing all phases of
the tax dispute resolution process (audit, objection, appeal and litigation) including competent
authority procedures. We have also provided extensive tax advice to First Nations and people
doing business with First Nations.

Mergers and Acquisitions
Blakes is, and has always been, at the forefront of representing clients in Canada's highest
profile business transactions. The trend to globalization in all business sectors has led to a
significant increase in the complexity and cross-border nature of tax issues involved in mergers
and acquisitions. Whether helping a Canadian or foreign company structure the takeover of a
Canadian public or private company, or assisting a Canadian company in how best to structure
its acquisitions and business expansion outside of Canada, Blakes Tax Group can provide

Capital Markets
As Canada's capital markets are accessed by an increasing number of issuers, Blakes Tax
Group has played a leading role in creating and structuring innovative financial products for
major Canadian and foreign issuers, financial institutions and investment banks. Working
together with lawyers from the securities, financial services, corporate and real estate groups,
Blakes Tax Group have advised on numerous issues of debt and equity instruments as well as
convertible, exchangeable and other hybrid securities.

Blakes tax lawyers in Calgary, Vancouver and Toronto have been involved in royalty and income
trust issuances, REITs and other pass-through offerings.

Blakes advised Suncor Energy of Calgary in its innovative and highly publicized issuance of first
preferred securities for retail investors. These instruments provide the accounting presentation
and tax treatment desired by the issuer while paying investors a high rate of return over the long

Blakes assisted in the establishment of Vengrowth Investment Fund Inc., a labour sponsored
venture capital corporation. This vehicle offers attractive tax advantages to investors and a
chance to participate in the success of the technology sector while providing a source of venture
capital to start-up technology firms.

Structured Finance
As part of a dedicated finance team encompassing securities, commercial and insolvency
experts, the Blakes Tax Group has developed particular expertise in receivables-backed, lease-
backed and loan-backed securitization programs as well as mortgage-backed securities and
collateralized mortgage obligations. Given that the emergence of many of these sophisticated
financial products has been driven, at least in part, by tax concerns, we have gained a thorough
understanding of the environment in which market participants operate. This knowledge and
experience enables us to arrive at practical solutions that result in sound business strategies for
our clients whether they be lessors, lessees, asset sellers, sponsors, lenders or other

We developed a structure for lease securitizations in Canada which has become the standard in
the industry.

Blakes was instrumental in the initial set-up and ongoing financing through Canadian Tire
Receivables Trust, a credit card securitization program.

Blakes Tax Group has extensive specialized knowledge and experience in aircraft, railcar, real
estate and other lease finance transactions, both in a domestic and cross-border context and
synthetic leasing transactions.

Banking and Financial Services
Blakes has a long history in representing the leading Canadian banks as they expand their
global activities. Blakes has also helped foreign banks establish and expand their operations in
Canada and to convert existing Canadian operations into Canadian branch operations as
recently proposed under amendments to the Bank Act. Global private finance has become much
more complex as many financings involve multiple parties, facilities, jurisdictions and currencies.
Transactions often involve structured and off-balance sheet components, contemporaneous
placement of publicly-placed debt and may also encompass the replacement of existing facilities.
We understand how to structure these complex facilities taking into account the withholding tax,
transfer pricing, deductibility and other issues that have material implications both to the lender's
anticipated return and to the borrower's financing costs.

We have expertise in restructuring the debt of financially troubled borrowers, including putting in
place tax assisted distress preferred share financing structures.

Electronic Commerce and Knowledge-based Businesses

Electronic commerce knows no borders and this poses a fundamental challenge to existing tax
principles both in Canada and abroad. Because Blakes Tax Group helps to enable clients to
overcome these uncertainties, our clients have a competitive edge and are able to best take
advantage of this growing sector. Blakes has rapidly gained a reputation as a leader in the
provision of e-commerce legal advice. In providing the tax component of such legal advice, Blakes
Tax Group has considered the tax issues involved in e-commerce, including residency issues,
transfer pricing, and the challenges posed by characterizing digital products for sales and
withholding tax purposes. More and more business will be carried out in the electronic marketplace
and Blakes Tax Group has the answers and expertise to help clients succeed.

Blakes has been key in helping Canadian businesses expand globally. Blakes has been the law
firm of choice for leading international firms doing business in Canada. The tax group provides
key strategic tax planning for Canadian companies seeking to establish their presence abroad
both in terms of corporate structure and financing. We have extensive experience with the
foreign affiliate, transfer pricing and withholding tax issues that can play a major role in ensuring
our clients' international competitiveness. Blakes has also represented issuers, underwriters and
investors in cross-border public and private debt and equity offerings ensuring that these
sources of capital are able to be accessed on a tax-efficient basis. In addition, we have
represented various non-Canadian clients and provided key tax advice on how best to structure
both hostile and friendly cross-border acquisitions.

Blakes has also devoted significant resources to building key relationships with legal advisers
outside of Canada. That effort means that we understand the context in which our clients
operate and enables us to provide constructive international tax advice that works. This well-
established global network of relationships ensures timely access to and co-ordination of foreign
advice by Blakes in the context of advising on multi-jurisdictional matters.

Transfer Pricing
Transfer pricing issues are increasingly at the heart of the international practice. Strategic advice
is especially important with recent changes to Canada's rules and increased scrutiny by the
Canadian taxing authority.

Canada introduced new transfer pricing rules which impose new standards for non-arm's length
pricing, including a requirement for taxpayers to contemporaneously document their transfer
pricing transactions, and penalties where taxpayers fail to make reasonable efforts to determine
and use arm's length prices and allocations. Ensuring that the new legal and administrative
standards are met is especially important in light of the financial impact of penalties for failure to

We have extensive depth and experience in this increasingly important area. Blakes has helped
Canadian, U.S. and European-based multinationals on all aspects of transfer pricing, including
planning global transfer pricing strategies, cost sharing agreements, contemporaneous.

Blakes Tax Group helps clients with the structuring and administration of employee
compensation and benefits plans, often working together with the client's in-house compensation
and benefits professionals. Furthermore, Blakes has a large group of lawyers who advise on all
aspects of pension, benefits and compensation laws. This group provides services ranging from
assistance on compliance with regulatory requirements to the structuring and establishment of
benefit and compensation plans.

Trust and Personal Financial Planning
Large corporations are not the only concern of Blakes Tax Group. Its members are equally adept
at, and interested in, providing tax advice to individuals concerned about wealth management.
Tax costs are a key component in the establishment of an estate plan. Blakes helps to ensure
that our clients are able to achieve their tax or estate planning objectives.

First Nations Taxation
Blakes tax lawyers have been involved extensively in providing taxation advice to First Nations
and aboriginal people with respect to the structuring of transactions. We have provided advice to
both First Nations and aboriginal people with respect to taking advantage of tax exemptions
under section 87 of the Indian Act and other exemptions available under the Income Tax Act.
Blakes also provides advice to non-First Nations carrying out transactions with First Nations. The
firm's lawyers have been involved extensively in tax litigation dealing with the application of
section 87 of the Indian Act, treaty rights and aboriginal rights as they relate to tax exemptions.
Currently, we are involved in the largest case in Canada dealing with these issues.

Tax Litigation and Controversy Resolution
Blakes tax litigation and controversy resolution counsel have considerable experience
representing clients at all levels within the Canada Revenue Agency and other government
agencies. Where resolution is not possible at the administrative level, Blakes acts as litigation
counsel before the courts. Blakes has acted on behalf of clients on a wide range of issues
including not only substantive tax matters, but also procedural matters such as search and
seizure, claims for privilege and requirements to provide foreign-based information. One of our
lawyers has recent experience with respect to Canada Revenue Agency practices and
procedures while acting as Senior Counsel at the Department of Justice Canada. Blakes also
regularly acts as counsel for clients on trade law matters, including customs, excise and anti-
dumping, and in tax disputes arising under provincial statutes such as provincial income and
capital taxes, sales taxes and payroll taxes.

Rankings and Recognition
Legal Media Group’s Guide to the World’s Leading Tax Advisers 2007
Five Blakes tax lawyers recognized as leaders in their field. Friday, March 02, 2007

The 2007 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada
Blakes lawyer named as a leading practitioner in the area of corporate tax. Friday, March 02,

World Tax 2007, supplement to the International Tax Review
Blakes Tax Group was ranked among the best in Canada. Friday, March 02, 2007

PLC Cross-border Tax on Corporate Transactions Handbook 2006/07
This is the third year the Blakes Tax Group has been “highly recommended.” by this publication.
Friday, March 02, 2007

Chambers Global: The World’s Leading Lawyers for Business 2007
Since 2005, Blakes has been ranked as one of the top firms in the area of tax law. The Firm has
“...’invested heavily in its tax group over the last year or two,’ resulting in a large team of around
35 lawyers that produces ‘an excellent work product ... Friday, March 02, 2007

Law Business Research’s The International Who’s Who of Business Lawyers 2006
For the last two years, four Blakes lawyers have been selected as leaders in the area of tax.
Thursday, March 01, 2007

The Canadian Legal Lexpert Directory 2006
Six Blakes lawyers have been listed as "consistently recommended" or “repeatedly
recommended” in tax for the second consecutive year. Thursday, March 01, 2007
The Best Lawyers in Canada 2006
Six Blakes tax lawyers listed in this inaugural edition. Thursday, March 01, 2007

Legal Media Group’s Guide to the World’s Transfer Pricing Advisers 2005
Blakes tax lawyer listed. Wednesday, February 28, 2007

Legal Media Group’s The Best of the Best 2005
Blakes tax lawyer listed in the area of transfer pricing. Wednesday, February 28, 2007

Who We Are

Blake, Cassels & Graydon LLP (Blakes) is one of Canada's leading business law firms with more than 500
lawyers in offices in Montréal, Ottawa, Toronto, Calgary, Vancouver, New York, Chicago, London and
Beijing. Our integrated office network gives clients access to the full spectrum of capabilities found
throughout the Firm. Whether an issue is local or multi-jurisdictional, practice-area specific or cross-
disciplinary, Blakes can provide solutions at every level.

Blakes has been part of new economies since 1856. We are proud of our 150-year history and the role we
have played in helping clients prosper during that period of tremendous economic and social change. We
understand that our continued success depends on our ability to meet the needs of clients both today and

What We Do

Blakes provides guidance and expertise in virtually every area of business law to a diverse national and
international base of clients. Thanks to these clients and the challenging legal work they generate, Blakes is
recognized as "Canadian Law Firm of the Year" by Chambers and Partners Legal Publishers and, for the
fifth consecutive year, is the only law firm named one of "Canada's Top 100 Employers" in Maclean's
newsmagazine. For the first three quarters of 2007, Blakes ranked as the number one law firm for Canadian
announced transactions, based on deal count, on the Bloomberg, Thomson Financial and mergermarket
M&A league tables. In Chambers Global: The World's Leading Lawyers for Business 2007, Blakes is the
only Canadian law firm to rank in all 14 categories. This includes three practice groups that have rated
number one: Financial Services, Competition and Infrastructure/P3. Many of our lawyers are also
recognized as leaders in their respective fields, evidenced by the fact that they are continually
recommended in The Canadian Legal Lexpert Directory (Canada's leading guide to lawyers) in almost every
category of law.

Our clients include some of the best-known, and soon-to-be-known names in business, ranging from major
corporations and financial institutions to start-ups in manufacturing and knowledge-based industries. To
better serve this broad client base, we continue to develop industry-specific teams that combine leading-
edge experience with industry acumen.


Located in the downtown core, the Montréal office was established in the fall of 2001 and is staffed by
practitioners who are recognized leaders in their fields of expertise.

In addition to advising a local base of clients in Quebec, our Montréal lawyers also assist Blakes clients
across Canada, the U.S. and China in managing their business interests in Quebec. The scope of the Firm's
practice in Montréal is predominantly corporate/commercial law with emphasis on banking, financial
services, securities, mergers and acquisitions, restructuring, real estate, infrastructure (public-private
partnerships), energy, project finance, taxation, intellectual property and information technology.


Our office in Ottawa is one of the finest law practices in the nation's capital. We offer full-service business
law services for local, national and international clients. Our lawyers in Ottawa are an invaluable resource,

often acting as an interface between clients and the various federal agencies located within the nation’s
capital. In fact, several of them once practised law at these agencies, working alongside the very regulators
whose decisions affect our clients. Practice areas and industry experience include corporate/commercial,
securities, intellectual property and technology, telecommunications, international trade, government
procurement, civil litigation, oil and gas, labour and employment, banking, and administrative law. Two of the
great strengths of the Ottawa office are the reputation of its lawyers in the local community and their
expertise in all areas of law affecting business clients.


Located in the heart of the city’s financial district, the Toronto office provides legal expertise in virtually every
area of business law. We have the scope and flexibility to meet the demands of the most sophisticated
Canadian and international clients. Because of our experience, we have the resources to provide dedicated
client-service teams to each and every client. In addition to our practice capabilities, the Firm maintains a
comprehensive database of precedents and has one of the largest specialized legal libraries in Canada.
This ensures our clients receive the most up-to-date, sophisticated legal advice, anywhere.


Our Calgary office acts on some of the largest and most complex transactions in Canada, and on major
cross-border and international transactions, requiring expert legal advice, sensitivity to clients’ business
objectives and a co-operative team approach. With more than 100 lawyers, we have the depth, experience
and resources to provide timely strategic legal services for all types of business transactions and disputes.
The strength and diversity of the Alberta economy has enabled the Calgary office to develop a broad
business law practice, including corporate/commercial, securities, oil and gas, electricity, tax, structured
finance, private and public debt, banking, real estate, civil litigation and dispute resolution, regulatory, labour
and employee benefits, intellectual property, and environmental matters.


Our office in Vancouver is one of the leading business law firms in British Columbia. With more than 50
lawyers, the Vancouver office advises British Columbia corporations and major Canadian international
corporations with west coast interests on a broad range of business issues including corporate and
commercial matters, securities, financial services, real estate, tax, mining, forestry and natural resources,
government, environmental, First Nations and labour and employment. The office also boasts a strong
litigation practice, with particular emphasis on corporate and commercial matters, construction law, First
Nations litigation, insolvency and administrative matters.

New York

Blakes opened its New York office in 2004 to assist our U.S.-based clients with Canadian elements of cross-
border transactions and all other aspects of doing business in Canada. Our New York office has on-the-
ground cross-border experience in mergers and acquisitions, corporate finance, securities regulation and
taxation. The office also liaises with each of our Canadian offices to draw on expertise and resources as

In addition to advising U.S.-based clients, we work closely with law firms in New York and the Northeastern
United States to assist our Canadian clients doing business in the U.S. Our New York office also serves as a
base of operations for many of the Firm’s lawyers who visit clients in the area.

Our philosophy is to work in partnership with our clients to understand all of their legal needs and address
legal and business issues they face. We understand the importance of keeping clients apprised of legal
developments that may affect them and we work hard to do so. The New York office also actively identifies
and promotes Canadian business opportunities that may be of interest to our U.S.-based clients. The
addition of the New York office and our desire to become part of the local community is evidence of our
ongoing efforts to promote and further this philosophy.


The Chicago office opened in 2004 to assist U.S.-based clients on the Canadian component of cross-border
transactions and all other aspects of doing business in Canada. Although we do not practise U.S. law, in
order to assist our Canadian clients doing business in the United States, we work closely with law firms in
Chicago and the Midwest with respect to U.S. legal matters. Our Chicago office also serves as a base of
operations for many of the Firm’s lawyers who frequently visit clients in the area.

Our Chicago office has on-the-ground cross-border experience in mergers and acquisitions, secured
transactions, restructuring and insolvency, corporate finance and securities regulation. The office also liaises
with each of our Canadian offices to solidify the Firm’s relationships with key U.S. clients to ensure we are
meeting their needs.

It is our culture and philosophy to work closely with clients to understand all of their legal needs, and to keep
them apprised of legal developments that may affect them. The addition of the Chicago office and our desire
to become part of the community in the Midwest evidences our ongoing efforts to promote and further this
philosophy and culture.


Our London office advises Canadian clients with interests in the U.K., Europe and emerging markets. The
London office is well known for its representation of corporations in the high technology, oil and gas and
mining sectors. In addition, lawyers in the London office assist businesses considering Canadian
acquisitions, joint ventures and financings, as well as advising on all aspects of Canadian competition, tax,
securities, trade and business law.


Blakes officially opened its Beijing office in October 1998, and is the only Canadian law firm with an office in
China. Our China Practice Group, made up of three Canadian lawyers and four trained Chinese legal
personnel in our Beijing office, plus a team of lawyers in Canada, is able to advise clients on a variety of
aspects of investing and doing business in China, including establishing representative offices, structuring
and documenting joint ventures and wholly owned foreign enterprises, conducting due diligence, arranging
intellectual property protection and assisting in dispute resolution.

Blakes is very active in serving Chinese companies in their needs in Canada and elsewhere in the world.
Our Canadian and Chinese-based lawyers have, over the years, participated in most of the significant

investments by Chinese companies in various industries in or through Canada, in particular those relating to
energy and mines. We have also assisted Chinese companies in financing transactions, including the TSX
listing, in Canada.

Blakes is also a member of the China Alliance, a unique arrangement established with three leading U.S.
independent law firms in response to the increasing importance of China to the global marketplace and to
North American businesses. The four law firms have agreed to collaborate in the development of their
respective China practices, thereby enhancing their ability to serve the needs of clients in the rapidly
developing China market. Office facilities in Shanghai and Beijing offer clients on-the-ground capabilities in
China's primary business and regulatory centres.

Professional Affiliations

Our international capabilities have been enhanced by our charter membership in Lex Mundi, the world's
leading association of independent law firms with member firms in 160 jurisdictions. Blakes is an advisory
member of TechLaw Group, Inc., an international network of 19 law firms in 26 countries, whose primary
mission is to advance clients' interests in all areas of technology-related business. With clients doing
business with customers worldwide, we are able to arrange superior legal counsel virtually anywhere as


Aboriginal Law                                              Intellectual Property
Alternative Dispute Resolution                              International
Aviation                                                    International Trade
Business                                                    Labour & Employment
China Practice                                              Life Sciences
Class Actions                                               Litigation
Commodity Tax & Customs                                     Marketing & Advertising
Communications                                              Media
Competition                                                 Mergers & Acquisitions
Constitutional & Charter of Rights                          Mining
Construction                                                Municipal & Planning
Corporate Finance & Securities Regulation                   Oil & Gas
Corporate Governance                                        Outsourcing
Criminal                                                    Pension & Employee Benefits
Energy                                                      Privacy
Environmental                                               Private Equity & Venture Capital
Estates & Trusts                                            Procurement
Financial Services                                          Product Liability
Forestry                                                    Real Estate
Franchising                                                 Research
Gaming                                                      Restructuring & Insolvency
Health                                                      Sports & Entertainment
Hospitality & Tourism                                       Structured Finance
Immigration                                                 Tax
Information Technology                                      Tax Litigation & Controversy Resolution

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