The global race for Canada's mining riches has lasted more than eight months, exhausted dozens of corporate lawyers and generated the country's biggest legal fee bonanza.
By the time the battle for Inco Ltd. and Falconbridge Ltd. is over, senior law firm officials estimate the five core Canadian law firms involved will have drilled up a mother lode of more than $30-million in legal fees.
"The amount of hours devoted to this has been astronomical," said one lawyer involved in the talks.
And it isn't over. Only two days after Phelps Dodge Corp. tabled a stunning $40-billion (U.S.) offer to buy Inco and Falconbridge, teams of lawyers have been dispatched to a number of regulatory and deal fronts. The multidimensional legal jousting makes the takeover contest one of the most complicated and unpredictable ever seen in Canada.
Lawyers have found themselves working around the clock on a set of negotiations or potential deal, only to find that the work has been eclipsed by a new bidder or regulatory wrinkle. The pace has been so gruelling that one lawyer was sideline by pneumonia and a financial adviser was rushed to the hospital with stomach pains. "There are so many parallel tracks that it is hard to keep track," another lawyer said.
While law firms are thrilled with the geyser of fees, most senior partners are bracing themselves for the stark reality that two of Canada's biggest corporations will be gobbled up, thereby shrinking the flow of high-end corporate legal work.
"There isn't a Canadian lawyer who doesn't feel some disappointment with the way this is going," one legal adviser said.
At the moment, lawyers don't have much time to think about the future landscape.
In Toronto yesterday, litigators were arguing at an Ontario Securities Commission hearing that had been called to review whether Falconbridge should strike down a defence tactic known as a poison pill.
At the same time, a team of corporate lawyers at Davies Ward Phillips & Vineberg LLP were dissecting Phelps Dodge's offer on behalf of client Xstrata PLC, which is mulling whether to sweeten its bid for Falconbridge. Another team of lawyers at Lang Michener LLP were doing their own postmortem on behalf of client Teck Cominco Ltd., which has an offer in place for Inco.
Meanwhile, teams of competition lawyers from Ottawa to Brussels were waiting for decisions about reviews of Xstrata's bid for Falconbridge and Inco's eight-month journey to get approval for its competing Falconbridge offer.
The billable hours clock could be ticking for several more weeks if Xstrata or Teck raise their offers or a surprise new suitor enters the fray.
Art of the deal
Long-standing relationships - and a little luck - help law firms tap into the mining mega-deal windfall, Jacquie McNish finds
Phelps Dodge - Heenan Blaikie
Luck is a mergers and acquisitions lawyer's best friend. Just ask Jeff Barnes, above, head of the corporate finance group at Heenan Blaikie LLP. Five months after he left Fraser Milner over a strategic disagreement, the veteran corporate lawyer landed a lucrative takeover retainer when Phelps Dodge Corp. came calling with its $40-billion (U.S.) bid to merge with Inco and Falconbridge. The copper giant was so late to the mining takeover race that most of the major law firms had already been taken. Mr. Barnes can thank Michael Blair at New York's Debevoise & Plimpton LLP, Phelps Dodge's law firm and long-time friend of Heenans, for sending the file his way. His team at Heenans includes corporate mining specialist Kevin Rooney and the firm's competition co-chairman, Subrata Bhattacharjee.
Inco
Osler Hoskin & Harcourt LLP stands to reap the biggest fee windfall from the mining melee because it has been at Inco Ltd.'s side since last August when the nickel miner started serious talks with Falconbridge. Leading the huge legal team is Dale Ponder, who has managed the Inco relationship for more than a decade. Assisting her are Doug Marshall, Don Gilchrist and Manny Pressman.
Falconbridge
The nickel company's long-standing and most trusted adviser is Gary Girvan, the M&A specialist at McCarthy Tétrault. Assisting him are Paul Steep, Frank DeLuca and Jonathan Grant.
Xstrata
Grizzled takeover veteran Bill Ainley at Davies Ward Phillips & Vineberg LLP is leading the Canadian legal team for Xstrata PLC's bid for Falconbridge.
Teck Cominco
Loyal to its long-standing law firm Lang Michener LLP, Teck Cominco Ltd. tapped Geofrey Myers, chairman of the firm's corporate finance group, as its lead Canadian counsel.