In 2018 Langlois was the law firm of choice of several major organizations for their mergers & acquisitions-related transactions. The transactional group at Langlois assisted important groups of businesses as well as foreign multinationals with several major projects, including strategic acquisitions, financings and equity investments. It was an interesting and active year rich in challenges for Langlois’ transactional group!
Langlois represented the acquirer of the corporate operator of a maple sugar-bush and an inn located in Quebec.
Jean-Simon Deschênes represented a consortium of two banks in connection with a $75 million financing. His mandate included drafting the credit agreement, structuring the security granted in Canada, and supervising the taking of security in five foreign jurisdictions.
Langlois represented three banks in connection with a $170 million financing required for the operations of an agri-business enterprise. The mandate included drafting the credit agreement and the agreements among the lenders, as well as structuring the security granted by the 30 co-borrowers carrying on operations on some one hundred different properties.
Jean-Simon Deschênes represented three banks in connection with an analysis of security for indebtedness totalling $96 million. His mandate included analysing the security granted by the borrower to the banks and providing them with an opinion on its validity and enforceability, including security granted to a trustee holding the power of attorney of the lenders, and various other kinds of security.
Constituted new corporation with share structure allowing additional investors and partners. Assisted client with putting business structure in place and obtaining a medical cannabis producer’s licence from Health Canada. Advised and assisted client with the purchase of land and the construction of production greenhouses with an aggregate value of $100 million.
Assisted client and negotiated with sellers the terms and conditions for the purchase of a parcel of land for commercial purposes. Conducted due diligence and put in place corporate structure for client. Drafted, signed and registered the deed of sale in the Land Register.
Together with an Ontario law firm, advised an Alberta corporation on the acquisition of a Quebec SMB involved in cryptocurrency mining.
Represented a general contractor while work was ongoing, in substituting the security held by one of its subcontractors, in the form of a legal construction hypothec.
Advised and assisted a real estate promoter in negotiating the purchase of a mixed-use property in the Quebec City area.
Represented three related corporations in connection with their financial restructuring. The corporations were all SMBs with liquidity problems who sought to make a proposal to their creditors.
The services of Langlois lawyers were retained by Dish Network LLC and NagraStar LLC, two American telecommunications corporations, to intervene in a satellite-piracy lawsuit in Ontario.
Advised an American manufacturing corporation with a Quebec subsidiary on its obligations under a commercial lease, particularly regarding the validity of a first-refusal clause, and on the importance of publishing its lease in the Land Register.
Langlois acted for a real estate investor in connection with the acquisition of a corporation that owned a portfolio of more than 50 rental housing units. First, Langlois advised the investor in putting in place the necessary financing for the acquisition, and then assisted him with the negotiation and closing of the purchase of all the issued and outstanding shares of the corporation, including the rights under all the leases.
Advised and represented a Canadian bank in connection with the extension of credit in the form of a $900,000 term loan to a Quebec SMB with a US subsidiary. Worked together with a Vermont law firm to obtain a $900,000 guarantee from the US subsidiary as well as a general security agreement charging all its assets.
Assisted an SMB in the food-processing and restaurant sector in its search for long-term financing from various financial institutions in order to expand its business. Developed a plan for the reorganization of its corporate structure so as to obtain financing better-suited to its needs. The reorganization allowed it to optimize its daily operations and more effectively control its growth.
Urgent court proceeding on behalf of an unpaid vendor who no longer had access to the goods sold, in order to obtain an order of seizure-in-revendication allowing the seller to retake the goods wherever they may be.
The expertise of Langlois lawyers in the areas of technology, transportation, intellectual property, labour law, Northern development, environmental law and real estate law was called upon in several major and impactful mergers and acquisitions files that the firm handled in 2017.
Since 2017, Langlois lawyers has been representing a company in connection with the acquisition of a property located in Montreal West, province of Québec, for the cultivation of organic medical marijuana and the development of production facilities.
Langlois acted as lead counsel for iGuzzini illuminazione S.p.A., an international leader in architectural lighting, in connection with its acquisition of Sistemalux Inc., a Canadian company headquartered in Montreal with more than 200 employees.
Langlois lawyers’ Appellate Advocacy Group acted as advisory counsel to the appellant in a significant decision regarding banking and fraud law and rendered by the Supreme Court of Canada, Teva Canada Ltd. v. TD Canada Trust.
Forestville, a town in the Quebec’s Upper North Shore region, was partially transformed into a Hollywood set during the filming of a TV series based on the best-selling novel The truth About the Harry Quebert Affair. This project was made possible thanks to the efforts and expertise of a team of Langlois lawyers consisting of François Mainguy, a lawyer, partner, and Pascal Archambault, a lawyer at the firm, who assisted the company that owned part of the filming location in reaching an agreement between it and the producers of the series.
Langlois lawyers assisted a hotel operator with its due-diligence investigation and discussions in connection with the proposed acquisition of the majority of the units in a condo hotel. The transaction was not completed in light of the risks identified during the due diligence process.
On May 27, 2016, Quebec Superior Court Justice Martin Bureau the dismissed a motion for a provisional injunction and a safeguard order seeking to suspend work on the reconstruction of the downtown core of the City of Lac-Mégantic.
On March 24, 2016, François LeBel and Jean-Benoît Pouliot appeared before the Supreme Court of Canada on behalf of the Barreau du Québec, which was acting as an intervenor in the matter of Lizotte v. Aviva Insurance Company of Canada.
On September 25, 2015, the Conseil de la justice administrative (Administrative Justice Council) filed its investigation report in a case involving a complaint made by the Minister of Municipal Affairs and Land Occupancy against the President of the Régie du logement, Québec’s residential tenancy agency, an administrative tribunal.
Langlois Kronström Desjardins represented AlliancePharma Inc., a corporation listed on the TSX Venture Exchange (TSXV: APA), in connection with its acquisition of Elitis Pharma Inc. for $4,150,000 and a concurrent secured credit facility, thereby making it the largest provider of replacement pharmacists and technical assistants in Quebec.
In a transaction announced on March 9, 2015 involving the sale of all the shares of MédiaMed Technologies Inc., the LKD team was led by Lily Germain (business law) assisted by Judith Martin-Trudeau (business law) and paralegal Lina Thibault.
Represented the purchaser, Avant-Garde Sécurité Inc., in its acquisition of all the shares of Consultants S.P.I. Inc.
Maxime Lemieux and Judith Martin-Trudeau represented Rodocanachi Capital Inc., a capital pool company listed on TSX Venture Exchange, in its qualifying transaction by way of three-cornered amalgamation with AlliancePharma Inc., a Quebec-based health industry personal placement company.
Represented these two corporations that are now part of Groupe Avant-Garde, which has over 500 employees and is the only security business in Quebec with its own IP video surveillance centre.
Langlois Kronström Desjardins represented IMS Health Incorporated’ (“IMS Health”) subsidiaries in the acquisition of substantially of the assets of Diversinet Corp. (“Diversinet”), a Canadian public company, pursuant to an asset purchase agreement (“Agreement”).
As announced a few days ago, the Québec government is contributing $30 million to an electric bus research and development project. The bus prototypes will be developed by a consortium of six companies: our client Nova Bus (a division of Volvo Group Canada Inc.), TM4, Bathium Canada, Giro, René Matériaux Composites and Précicad. The six companies will work together under the umbrella of the non-profit organization Consortium Bus Électrique, which was created specifically for this project.
Metro Inc., represented by law firm Langlois Kronström Desjardins, has won an important victory in a legal dispute with some of its shareholder merchants. On May 17, 2011, the Honourable Robert Mongeon of the Superior Court of Québec, in a detailed judgment, dismissed the oppression-remedy proceedings claiming abuse of shareholder rights brought by the Regroupement des marchands actionnaires.
On March 11, Langlois Kronström Desjardins won an important case in Québec Superior Court. The firm’s Hans Bois represented Desjardins General Insurance Group and several other insurers in a matter involving flooding caused by the overflowing of the Lorette River in the Québec City municipal area.
On September 27, 2010, in the matter of Yves Gougoux et al. v. Alain Richard (S.C. No 500-17-036017-070) the Quebec Superior Court granted a motion to have a litigant declared quarrelsome. Raynold Langlois, Chantal Chatelain and Fabrice Vil successfully represented the applicants, who were being subjected to abusive and vexatious legal proceedings.
On September 21, 2010, Quebec Superior Court Justice François Huot dismissed a proceeding brought by Sun Media Corporation and the newspaper Journal du Québec challenging a decision of the President of Quebec’s National Assembly to refuse press-gallery accreditation of two of its journalists.
On December 4, 2008, the Supreme Court of Canada upheld a judgment rendered by the Superior Court of Quebec and subsequently affirmed by the Quebec Court of Appeal, ordering Kruger Inc. to pay Malette Syndics et Gestionnaires Inc., in its capacity as the trustee-in-bankruptcy of La Latte des Berges Inc., damages in the amount of $1,250,000 plus interest and costs.
Langlois Kronström Desjardins has succeeded in dismissing a motion for permission to institute a class action against its client Canadian Tire Corporation Limited (“Canadian Tire”) which was alleged to be a member of a cartel that fixed the price of gasoline in the cities of Victoriaville, Sherbrooke, Magog and Thetford Mines.
On November 3, 2009, Sun Media Corporation filed legal proceedings against Mr. Yvon Vallières in his capacity as President of Quebec’s National Assembly, contesting his refusal to give media accreditation to two journalists seeking to cover proceedings in the National Assembly.
On February 3, Éric Latulippe, partner at Langlois Kronström Desjardins, won an important ruling for his client, Société de coopérative agricole des Appalaches, in front of CLP. The ruling was a landmark decision involving large sums of money for Québec employers in a test case on the financing policy adopted by CSST in May 2007.
The Supreme Court of Canada rendered its reasons for judgment on December 19, 2008 for its June 20, 2008 decision approving the proposed $ 51.7 billion privatization of BCE Inc., the largest leveraged buyout in the world.
Mont Sainte-Anne and the Société des Établissements de plein air du Québec (Sépaq) have recently announced the ratification of an agreement, amending some transaction clauses brought in during the transfer of Mont Sainte-Anne Station in 1994.
