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Wednesday, May 14, 2008

The elephant in the room at the R.R. Donnelley cross-border securities conference in Toronto yesterday was the $35-billion deal by Ontario Teachers' Pension Fund to acquire BCE Inc. Teachers' adviser Jonathan Lampe, a Goodmans LLP partner and co-chairman of the conference, didn't breathe a word about the deal cliffhanger. Neither did Kevin Thomson, whose firm, Davies Ward Phillips & Vineberg LLP, acts for BCE. That left it to Lehman Brothers managing director Geoff Belsher to shed some light on the monster deal's prospects as it moves closer to a June 30 drop-dead date. Mr. Belsher observed that "a lot of pain" has been felt by the banks after they whittled a $205-billion backlog in leveraged takeover loans last August down to $91-billion. While there are still "a couple of deals yet to get out of the pipeline, including BCE," that are getting "resolved," he said he expects to see a new crop of leveraged deals on a smaller scale. Looking into the future, he said: "It will be a long time before we see multibillion [dollar] leveraged transactions again."

SEC'S 'depressing' cases

When the U.S. Securities and Exchange Commission signalled a few years ago it was examining the role of lawyers in corporate fraud cases, no one could have predicted the outcome. As SEC enforcement director Deborah Chatman Thomsen said in a recent speech in Chicago, it is "depressing" how many lawyers have been ensnared in white-collar crimes. Her statistics tell the story:

In the past five years, the SEC has sued more than 125 lawyers, nearly half of whom were corporate counsels.

Seven in-house corporate lawyers have been charged over their alleged role in options backdating scandals that have allegedly involved secret slush funds, forgery, grants to fictitious employees, falsified corporate documents and attempted cover-ups.

Other allegations against corporate counsel include insider trading, filing falsified audit reports, bogus legal opinions and aiding pump-and-dump stock promotions.

Just rewards

Bar Talk rarely casts a spotlight on legal awards - there are so many of them. But Kirby Chown at McCarthy Tétrault LLP is centre stage after devoting much time and energy to promoting women in a profession that often sends them screaming out the door. Her advancement of women in the profession earned her the 2008 President's Award from the Women's Law Association of Ontario and the 2008 Law Society Medal from the Law Society of Upper Canada.

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