Maxime Cloutier | Fraser Milner Casgrain LLP

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Maxime Cloutier LL.B., Partner

Maxime Cloutier began his professional career as a lawyer in 2000 in another Montréal business law firm. In 2005, he moved his practice to Fraser Milner Casgrain LLP (FMC) where he specializes in commercial transactions, primarily in the fields of mergers and acquisitions. Maxime has been involved in significant commercial transactions acknowledged by business newspapers and legal magazines.

Maxime is Chair of the Mergers & Acquisitions Committee of the Quebec Branch of the Canadian Bar Association, as well as Vice-Chair of the CBA's Quebec Branch’s Business Law Section. He is also very active in the American Bar Association, one of his roles being Vice-Chair of the International Expansion and Cross-Border Transactions subcommittee.

He teaches Corporate Law at the Quebec Bar School and is a regular keynote speaker on matters related to commercial law, mainly in the area of mergers and acquisitions. Maxime is member of several boards and acts as corporate secretary of several others.

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Maxime's practice is mostly transactional, with an emphasis on mergers and acquisitions. Through the years, Maxime has developed a particular expertise on cross-border transactions in which he has represented foreign purchasers (strategic and financial) in connection with Canadian acquisitions as well as Canadian corporations targeted by such acquisitions. Maxime has also developed an expertise in the transfer of Quebec-based family-owned businesses.

Representative Work

Counsel to Cascades Inc. in connection with the $400 million sale of the shares of its Dopaco, Inc. and Dopaco Canada Inc. subsidiaries to Reynolds Group Holdings Limited

Counsel to the Caisse de dépôt et placement du Québec in connection with a $25 million private placement in Riverbank Power Corporation

Counsel to Teledyne Technologies Incorporated on its $337 million acquisition of DALSA Corporation

Counsel to Boralex Inc. on its $226.5 million successful take-over bid for Boralex Power Income Fund

Represented LAZER INOX INC. in connection with its acquisition by Tricor Pacific Capital Inc.

Counsel to Forage à Diamant Benoît Ltée in connection with its $21 million acquisition by Major Drilling Group International Inc.

Counsel to the Société générale de financement du Québec (SGF) in its acquisition of a $100 million interest in Alliance Films Inc.

Counsel to the Jean Coutu Group (PJC) Inc. for the purchase of all of the outstanding shares of Pro Doc Ltd.

Counsel to Fempro Inc. for the sale of substantially all of its assets to Desjardins Venture Capital Inc.

Counsel to Ciment St-Laurent Inc. in the purchase of substantially all of the assets of Béton Grilli Inc.

Prior to joining FMC, he acted for Novacap in connection with the sale, by Société d’investissements Novacap and the Gagnon family, the two shareholders of Santé Naturelle (A.G.) Ltd., to CK Life Sciences Inc., a Hong Kong corporation part of Cheung Kong group, Adrien Gagnon's natural products distribution business (with this commercial transaction, Novacap wins the first prize for the best Canadian deal in 2005 by Canada’s Venture Capital and Private Equity Association

Counsel to Cascades Inc. in connection with its $560 million purchase of Domtar Inc.’s 50 per cent stake in Norampac Inc. and the related equity financing

Advised Quebec’s Agence des partenariats public-privé on the elaboration of a contractual framework for Centres hospitaliers universitaires de Montréal

Acted as counsel to Quebec’s transportation ministry. He was a member of the group responsible for drafting the documentation related to the extension of Highway 30.

Represented private capital investment funds in their acquisition of Québec companies in several industries including transportation, health, retailing and the manufacturing sector

Publications

The Superior Court of Québec Enforces the Terms of a Non-Binding Letter of Intent Despite the Existence of a Definitive Agreement

Bill 63: Business Corporations Act

Ontario court grants injunction to halt hostile takeover bid based on an apparent breach of confidentiality obligations

Co-author of the "Mémoire du comité sur la modernisation de la LCQ" of the Business Law Section – Québec Division of the Canadian Bar Association presented to the Minister of Finance on April 18, 2008

Teaching Roles

Maxime teaches business law at the Québec Bar School

Prior Speaking Engagements

"Les étapes préliminaires essentielles devant être complétées avant la convention principale", conference given at The Canadien Institute, April 28, 2010 (in French only)

Organizer and President of a conference entitled, Développements récents en droit commercial, given by the Canadian Bar Association, December 2009

Organizer and President of a mini-conference entitled, Les avant-contrats dans le cadre de fusions acquisitions, given by the Business Law Section – Québec Division of the Canadian Bar Association, October 2009

Organizer and President of a mini-conference entitled, Les contrats préliminaires dans une transaction de fusion acquisition, given by the Business Law Section – Québec Division of the Canadian Bar Association, October 2009

Organizer and President of a mini-conference entitled, Les vérifications diligentes dans le cadre de fusions acquisitions - aspects pratiques, given by the Business Law Section – Québec Division of the Canadian Bar Association, April 2009

"Comment optimiser la valeur lors d'une vente d'entreprise", with Christine Pouliot (PricewaterhouseCoopers), Federated Press Inc., 2006

Presiding Chairman of the 2006 Annual Conference on Mergers and Acquisitions, Federated Press Inc., 2006