fred r. pletcher
Transcription
fred r. pletcher
FRED R. PLETCHER Associé T 604.640.4245 F 604.622.5802 Vancouver [email protected] http://www.linkedin.com/in/fred pletcher Droit minier Financement des entreprises et valeurs mobilières Comités de gouvernance et comités spéciaux Valeurs mobilières, marchés financiers et sociétés ouvertes Droit des affaires et droit des sociétés Fusions et acquisitions Saskatchewan Corée Chine Formation / Admission au Barreau EXECUTIVE SUMMARY LLM, Columbia University, 1993 Fred Pletcher is Chair of our National Mining Group and a partner in our Securities and Capital Markets Group. Based in Vancouver, Fred focuses his practice on mining, corporate finance, mergers & acquisitions, corporate governance, securities and general corporate commercial work. He is recognized as a leading lawyer in these areas by the foremost legal rankings publications. LLB, University of Toronto, 1991 AB (magna cum laude), Harvard University, 1988 British Columbia, 1993 Activités professionnelles Director, K+S Legacy GP Inc., which is currently constructing the Legacy potash mine and production facility in Saskatchewan, 2011-present Trustee, Rocky Mountain Mineral Law Foundation, 2009-11; International Co-Chair, 54th Annual Rocky Mountain Mineral Law Institute, Snowmass, Colorado, 2008; Mining Co-Chair, 50th Annual Rocky Mountain Mineral Law Institute, Vail, Colorado, 2004 In the mining field, Fred acts for Canadian and international mining companies in connection with: acquisitions and dispositions of mines, development projects and exploration properties; options agreements; joint venture agreements; project finance; royalty, streaming, off-take and ore sales agreements; confidentiality agreements; tenure issues; permitting; and NI 43-101 reporting obligations. In the area of corporate finance, he acts for both issuers and underwriters in a wide variety of public debt and equity offerings and private placements, including: IPOs; cross-border and MJDS offerings; and income fund, REIT, structured and flow-through product offerings. In M&A transactions, Fred acts for acquirers, targets and special committees in connection with: friendly and unsolicited take-over bids; plans of arrangement and amalgamations; proxy fights; asset purchases and sales; and spin-offs. He also advises Canadian public companies, boards of directors and special committees on corporate governance matters and day-to-day securities compliance issues. REPRESENTATIVE WORK Adjunct Professor, University of British Columbia Faculty of Law, 1999-2002 Counsel to Alterra Power Corp. on a C$110 million loan facility with affiliates of AMP Capital Investors Limited in connection with the 62 MW Jimmie Creek hydro project and the 204 MW Shannon wind project. Member, Toronto Stock Exchange Listings Advisory Committee, 2014Present Counsel to Lumina Copper Corp. on its $470-million acquisition by First Quantum Minerals Ltd. Member, Vancouver Stock Exchange Advisory Committee, 1998-99 Counsel to Anfield Nickel Corp. in connection with the $61-million sale of its Mayaniquel nickel laterite deposit in Guatemala to Cunico Resources NV. Member, Prospectors and Developers Underwriters’ Counsel on a $1-billion in public offerings of debentures by Avocats | Agents de brevets et de marques de commerce © 2017 Borden Ladner Gervais S.E.N.C.R.L., S.R.L. («BLG»). Tous droits réservés Association of Canada and the Canadian Institute of Mining, Metallurgy and Petroleum Cameco Corporation. Counsel to Pan American Silver Corp. on its $1.5-billion acquisition of Minefinders Corporation Ltd. Counsel to Eldorado Gold Corporation in connection with its $2.5-billion acquisition of European Goldfields Limited. Counsel to Miedzi Copper Corp. in connection with a $100-million private equity financing. Counsel to Northern Property Real Estate Investment Trust and NorSerCo Inc. on a $66-million bought deal offering of stapled units. Counsel to Lumina Royalty Corp. in connection with its spin-off from Lumina Copper Corp. and its subsequent US $66-million acquisition by Franco-Nevada Corporation. Counsel to the Special Committee of Far West Mining Ltd. on its $725-million acquisition by Capstone Mining Corp. and Korea Resources Corporation. Counsel to K+ S Aktiengesellschaft on its $434-million friendly take-over bid for Potash One Inc. Canadian counsel to Avoca Resources Limited on its $2-billion merger with Anatolia Minerals Development Limited. Counsel to Goldcorp Inc. on the establishment of a gold stream on the Agua Rica project in connection with the restructuring of its Minera Alumbrera joint venture with Xstrata Copper and Yamana Gold Inc. PUBLICATIONS & PRESENTATIONS Editorial Board, Securities Law and Practice, 3rd Edition, Thomson Carswell, 2004-present Co-Chair, “Securities Law - Advanced Issues,” The Continuing Legal Education Society of British Columbia, 2004-present. Instructor, Canadian Securities Regulation Course (Vancouver and Calgary), Insight Information, 2000-2013. Author, “Force Majeure (and other useful French profanities)”, 59 Rocky Mt. Min. L. Inst. 17-1, 2013 (with Anthony Zoobkoff). Author, “ROFR Madness! Rights of First Refusal in Mining and Oil & Gas Transactions,”56 Rocky Mt. Min L. Inst. 4-1, 2010 (with Anthony Zoobkoff). Author/Speaker, “Mining Joint Ventures – Structures and Agreements – North America,” International Bar Association Section Biennial Conference on Energy, Environment, Natural Resources & Infrastructure, in Copenhagen, 2008. Author, “Gotcha! Turning Confidentiality and Standstill Agreements into Gold Mines,” 53 Rocky Mt. Min L. Inst. 28-1, 2007 (with Anthony Zoobkoff). Author, “What is a Canadian Junior, Eh? Doing Business with Canadian Exploration and Mining Companies,” 51 Rocky Mt. Min. L. Inst. 16-1,2005 (with Graham H. Scott). Author, “Canadian Valuation Cases of Note and Developments in the Law Regarding Expert Evidence,” Journal of Business Valuation 105, 1991 (with Avocats | Agents de brevets et de marques de commerce © 2017 Borden Ladner Gervais S.E.N.C.R.L., S.R.L. («BLG»). Tous droits réservés Stephen J. Mulhall, QC). RANKINGS & RECOGNITIONS Recognized in the 2017 (and since 2014) editions of Chambers Latin America — Latin America's Leading Lawyers for Business (Projects: Mining Leading Canadian Firms (Latin America-wide)). Recognized in the 2016 (and since 2013) editions of the Lexpert® Guide to the Leading U.S./Canada Cross-Border Corporate Lawyers in Canada (Corporate Finance & Securities; Mergers & Acquisitions; Mining). Recognized as a leading corporate lawyer in the 2016 Lexpert®/Report on Business Corporate Special Edition. Recognized in the 2016 edition (and since 2012) of Chambers Global — The World’s Leading Lawyers for Business (Energy & Natural Resources: Mining (Canada), Projects: Mining: Leading Canadian Firms (Latin America-wide)). Recognized in the 2017 and 2015 editions of Chambers Canada – Canada's Leading Lawyers for Business (Corporate/Commercial : British Columbia, Energy and Natural resources: Mining). Recommended in the 2017 and 2016 editions of Legal 500 Canada (Corporate and M&A). Recognized in the 2017 edition of The Legal 500 Canada as a leading lawyer (Capital Markets, Energy: Mining). Recognized in the 2016 (and since 2012) editions of The Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada (Corporate Finance & Securities, Corporate Mid-Market, Mining). Also recognized in the 2015, 2014 and 2013 editions of the Lexpert® Special Edition on the Leading Corporate Lawyers. Selected by peers for inclusion in the 2017 edition (and since 2008) of The Best Lawyers in Canada® for Corporate Law, Mergers & Acquisitions Law, Natural Resources Law, and Securities Law, and in 2017 for Mining Law. Recognized in the 2016 (and since 2013) editions of The Canadian Legal Lexpert® Directory (Mining, Corporate Finance & Securities, Mergers & Acquisitions, Corporate Mid-Market, Corporate Commercial Law). Recognized in the 2016, 2015, 2014 and 2013 editions of Who's Who Legal: Canada (Mining). Recognized as a most highly regarded individual by the 2015 and 2014 Who's Who Legal: The International Who's Who of Mining Lawyers. Recognized as a leading Canadian lawyer in the 2016/2015 Lexpert® Special Edition on Global Mining. À PROPOS DE BORDEN LADNER GERVAIS S.E.N.C.R.L., S.R.L Borden Ladner Gervais S.E.N.C.R.L., S.R.L. (BLG) est un grand cabinet juridique canadien qui offre à ses clients une gamme complète de services, principalement en droit des affaires, litige commercial et arbitrage ainsi que propriété intellectuelle. BLG est l’un des premiers cabinets juridiques en importance au pays; il compte plus de 725 avocats, Avocats | Agents de brevets et de marques de commerce © 2017 Borden Ladner Gervais S.E.N.C.R.L., S.R.L. («BLG»). Tous droits réservés agents de propriété intellectuelle et autres professionnels dans 5 grandes villes du Canada. BLG répond aux besoins de ses clients, que ce soit en matière de litige, de financement ou d’enregistrement de brevets et de marques de commerce. Avocats | Agents de brevets et de marques de commerce © 2017 Borden Ladner Gervais S.E.N.C.R.L., S.R.L. («BLG»). Tous droits réservés