March 15, 2010
 
Kent E. Thomson - Representative Work
 
 
 
      Transactions and Cases   Year  
 
      Acted for MI Developments, Inc. ("MID") in its successful defence of applications made to the Ontario Securities Commission by Greenlight Capital, Inc., Farallon Capital Management LLC and others seeking orders denying MID the use of various securities law exemptions and seeking to require MID to obtain minority shareholder approval before proceeding with proposed related party transactions with Magna Entertainment Corp.   2009  
      Acted for the founder of Biovail Corporation in an Ontario Securities Commission proceeding against him with respect to financial reporting issues.   2009  
      Acted for MAG Silver Corp. in its successful defense of a proposed $350 million hostile insider takeover bid announced by Fresnillo plc.   2009  
      Acted for Fido Solutions Inc. in its defense against a $160 million claim commenced against it by Unique Broadband Wireless Services, Inc. relating to an alleged breach of contract, breach of confidence and breach of fiduciary duty.   2009  
      Advised the Enforcement Branch of the Ontario Securities Commission in connection with its investigation into the stock option backdating by Research in Motion.   2009  
      Acted for Jaguar Financial Corporation, a shareholder of HudBay Minerals Inc., in its successful precedent-setting application to the Ontario Securities Commission to force HudBay to obtain shareholder approval as a condition to HudBay's proposed $550 million acquisition of Lundin Mining Corporation, which led to the termination of the proposed transaction and removal from office of the existing Board of Directors of HudBay.   2009  
      Acting for the Special Committee of Patheon Inc. in its response to a hostile "any and all" insider bid made by JLL Partners Inc., a 28% shareholder of Patheon, valued at US$600 million (including Patheon debt and preferred shares), including related court and securities commission proceedings.   2009  
      Acted for BCE Inc. and Bell Canada before the Supreme Court of Canada and the courts below in the landmark case involving the proposed $51.7 billion privatization of BCE and the attempt by certain holders of debentures of Bell Canada (BCE's subsidiary) to prevent court approval of the transaction on the basis that the transaction failed to properly protect their interests. In a unanimous decision, the Supreme Court of Canada reversed the previous decision from the Québec Court of Appeal, rejected the claims made by the debentureholders, and restored the trial judge's approval of the transaction.   2008  
      Acted for Osprey Media Income Fund in its auction process and the resulting negotiated all cash takeover bid for Osprey by Quebecor Media Inc., including successfully defending Osprey against litigation initiated by Quebecor to challenge Black Press Ltd.'s superior proposal that was eventually matched by Quebecor in a transaction valued at $578 million.   2007  
      Acted for the Beaverbrook (U.K.) Foundation which faced an arbitration against the Beaverbrook Art Gallery concerning the ownership of certain works of art acquired by the Beaverbrook (U.K.) Foundation between 1954 and 1965 and currently housed at the Beaverbrook Art Gallery.   2007  
      Acted for a subsidiary of Magna in defending an oppression application brought against it before the Superior Court of Justice and the Divisional Court.   2006  
      Acted for a subsidiary of Magna in defending an oppression application brought against it before the Ontario Superior Court and the Divisional Court.   2006  
      Acted for Barrick Gold Corporation in its pre-bid agreement with Goldcorp Inc. to dispose of certain assets acquired by Barrick in its takeover bid for Placer Dome Inc. and in the subsequent disposition of US$1.6 billion of assets to Goldcorp.   2006  
      Acted for Pershing Square Capital Management LP and certain other institutional investors in Sears Canada Inc. in connection with their successful efforts to oppose Sears Holding Corporation's insider bid and related efforts to squeeze out the minority shareholders of Sears Canada, including proceedings before the Ontario Securities Commission and the Ontario Courts.   2006  
      Acted for Biovail Corporation and the board on a highly successful governance renewal project, ultimately becoming regular outside counsel to the company.   2005