James R. Elder  

Partner

Executive Summary

Jim Elder is a partner in our Corporate Commercial Group in Toronto. He serves as National Leader of the Firm's Private Company Group and served as manager of the Corporate Commercial Group in Toronto from 2007 to 2016.  Jim began his legal career in the area of taxation, with an emphasis on corporate reorganizations and transaction related tax issues.  After several years in tax, he transitioned to corporate law.  Jim's practice focuses primarily on domestic and cross-border private mergers, acquisitions, divestitures, private equity investments, partnerships and financings.  Jim also advises on corporate reorganizations, restructuring of insolvent corporations, professional corporations, joint ventures, private placements, earn-outs, shareholder agreements, joint venture agreements, stock and incentive based compensation and a broad range of commercial agreements.

Representative Work

  • Advised Texas-based HollyFrontier Corporation in connection with its acquisition of Suncor Energy's Petro-Canada Lubricants business for CAD $1.125 billion.
  • Advised Enersource Corporation in connection with the merger of Enersource, Horizon Utilities Corporation and PowerStream Inc., and the acquisition by the merged entity of Hydro One Brampton Networks Inc. to form Alectra Utilities Corporation, a consolidated electricity distributor with an enterprise value of approximately $3.5 billion.
  • Advised PNG LP and its principals in connection with structuring and formation of PointNorth Capital LP and related limited partnerships focused on special situation investments.
  • Advised PNG LP in connection with initial seed round funding of PointNorth Capital by OMERS and PNG LP.
  • Advised Joe Johnson Equipment Inc. in connection with the sale of its Canadian and U.S. municipal equipment business to Federal Signal Corporation.
  • Advised founding shareholders in connection with the sale by Recochem Group, Inc. of its chemical production, packaging and distribution business to Swander Pace Capital.  
  • Assisted Oxford Park Group LP and its principals with the formation and structuring of an activist investment limited partnership and related financing arrangements.
  • Advised Tender Choice Foods Ltd. in connection with the sale of its food processing, packaging and distribution business to Blue Goose Capital Corp., a subsidiary of Dundee Corporation.
  • Advised Babcock & Wilcox in connection with an auction bid by B&W, Cavendish Nuclear and Battelle for AECL's Chalk River nuclear facility.  
  • Advised off shore bidder in connection with auction bid for Porter Island Airport Terminal operations.
  • Advised Scepter Corporation in connection with the Canadian and U.S. sale of its portable fuel containers and moulded plastics manufacturing business to Myers Industries, Inc.
  • Advised Harbinger Capital in connection with numerous equity, warrant, debt and convertible debt investments in Asian Coast Development (Canada) Ltd. related to the greenfield development and construction of Asian Coast Development's casino and hotel project in Vietnam.
  • Advised GM Sernas and its shareholder group in connection with the sale of its engineering consulting business to GHD Australia.
  • Advised Westinghouse Air Brake Technology Corporation in connection with the acquisition of Global Railway Industries Ltd.'s railway and railway gear design, manufacturing and marketing business.
  • Advised Scepter Holdings Inc. in connection with the Court ordered restructuring of The Putting Edge Corporation.
  • Advised Toda Kogyo Corp. in respect of its acquisition of H.C. Starck Canada Inc.'s inorganic nickel-component battery manufacturing facility in Sarnia, Ontario.
  • Advised Kubra Data Transfer Ltd. and its majority shareholders in connection with the sale of its data processing and electronic invoicing business to Clairvest.
  • Advised Adria Laboratories in connection with its business combination with Pharmacia Canada Inc.; advised Pharmacia Canada Inc. in connection with the merger of Pharmacia and Upjohn; and advised Pharmacia in connection with its merger with Pfizer.

Publications & Presentations

  • Author, Mutual Assistance in Tax Matters, Recent Developments in Bilateral and Multilateral Relations.
  • Author, various articles on directors' and officers' liability.

Rankings & Recognitions

  • Selected by peers for inclusion in the 2018 edition (and since 2016) of The Best Lawyers in Canada® (Corporate Law, Mergers and Acquisitions).
  • Recognized in the 2017, 2016 and 2015 editions of The Canadian Legal Lexpert® Directory (Corporate Commercial Law) and the 2017, 2015, 2014 and 2013 editions (Corporate Mid-Market).