Corporate / Commercial

Scheib Legal represents several groups of small- and medium-sized companies and their principals for their on-going corporate, commercial and other legal needs, in several cases after Nick assisted them in their successful restructurings.

In this role, Scheib Legal is called upon to address all manner of different legal questions that face such companies in their day-to-day life – from how to incorporate and organize at the outset to dealing with trade counterparties, employees and all other stakeholders.

Nick has extensive expertise in issues relating to D&Os’ fiduciary obligations, potential liability, corporate indemnification and D&O insurance.

Nick defended the directors and officers of Ivaco, a steel manufacturing group of companies, from over 350 D&O claims filed as part of the company’s attempted restructuring. Over the two-year course of the file, all claims were successfully dismissed.

Nick has guided restructuring companies and their shareholders and directors in respect of all aspects of the insolvency and restructuring challenges they faced. This included a wide variety of legal work, including in relation to pensions law, labour and employment issues, commercial trade and credit challenges, and corporate governance matters. Several of these companies and their principals continue to retain Scheib Legal for their on-going commercial and other legal needs.

Nick acted on numerous matters for purchasers and vendors of assets in the context of Court-supervised sales of assets by insolvent debtors in restructuring and bankruptcy contexts.

Sale of an international automotive sector business: In the ROL Manufacturing (automotive parts) restructuring matter, Nick in effect filled the role of company/ vendor’s counsel in negotiating and concluding a series of sales to different purchasers of all the company’s divisions’ assets, in Canada, the United States and Mexico. Several of these sales were for divisions continuing to operate as going concerns.

Sale of an aviation sector business: Nick provided Canadian law advice to the offshore purchaser of significant aviation sector assets made concurrently with the Aveos CCAA proceedings.

Sale of lease rights: Nick counselled Dollarama in acquiring portfolios of leasehold rights in the bankruptcy of Everything For A Dollar Store and the CCAA restructuring of The Bargain Shop.

Inventory liquidation: Nick advised Tiger Capital in their role as agent to Hart Stores for the purposes of liquidating assets in over 30 “closing stores” as part of their CCAA restructuring.

Scheib Legal is well-placed to provide expertise, advise on and undertake corporate litigation matters for its clients.

Nick has been involved in some of the most significant Canadian corporate litigation matters of the last decade. In the most notable of these matters, the Courts have defined the obligations of a corporation and its directors to various stakeholders (per the Supreme Court of Canada in its decisions in the (ultimately aborted) Bell/ BCE leveraged buyout dispute with bondholders represented by the McMillan LLP team of which Nick was part) and considered what types of financial obligations are subject to arrangement by a solvent corporation (in the seven-day trial at the Quebec Superior Court involving Yellow Media’s CBCA-based arrangement of equity and bondholder “securities”, in which Nick was part of the McMillan team representing a syndicate of bank creditors).

Nick has significant experience representing borrower and guarantor companies in respect of their dealings with lending institutions, from traditional balance sheet loans to asset-based loan (ABL) and other financing alternatives available to companies with liquidity needs.

As an example of a more unusual scenario, Nick served as counsel to the private equity shareholder cum guarantor, and to the manufacturer/retailer cum borrower, in the forbearance and refinancing involving one of the operating lender’s larger loan exposures in Canada. It was an innovative transaction involving the infusion of additional lender capital and guarantor/shareholder commitments in a special loans context, and eventual payout and refinancing.