Wednesday, June 10, 2009
Published in Magazine:
Tuesday, September 01, 2009
On June 10, 2009, Chrysler Group LLC, the new Chrysler corporation, purchased the world-wide strategic assets of Chrysler LLC pursuant to court approval under Chapter 11 of the US Bankruptcy Code. The assets acquired indirectly through the purchase of the shares of Chrysler Canada Inc. included all of the vehicle assembly plants in Canada. The transaction was an extremely quick restructuring of the automaker in a plan orchestrated and backed financially by the US and Canadian governments, which provided billions of dollars in taxpayer-funded loans. Following the closing, Fiat holds 20 per cent of Chrysler Group LLC, the US Treasury 9.85 per cent, the Canadian government 2.46 per cent and the United Auto Workers union retiree health care trust fund 67.69 per cent. Fiat's stake will rise to 35 per cent and potentially to a majority stake as long as targets mandated by the deal are achieved and taxpayer funds are repaid. The transaction included loans to Chrysler Canada in excess of $2.3 billion.
The Chrysler in-house legal team included Lorraine Shalhoub (Canada), Holly Leese and Paul Wolff (US).
McCarthy Tétrault LLP acted on behalf of Chrysler Canada Inc. and the other Canadian subsidiaries of Chrysler LLC. McCarthy Tétrault's mandate included assisting Chrysler Canada on bankruptcy contingency planning matters, executing the Canadian aspects of the Fiat transaction, negotiating the terms of the government funding, both before and as part of the deal with Fiat, and advising on transfer pricing issues, government-backed warranty programs and health care trusts for employees. McCarthy Tétrault's efforts were led by Douglas Cannon, who also led the firm's tax effort with assistance from Thomas Akin, Gabrielle Richards, Patrick McCay, James Warnock, Brian Pel, John Yuan, Bernadette Dietrich, Elaine Jewitt-Matthen, Jeff Oldewening and Jeffrey Love. Also acting were James Gage, James Farley, Sylvain Vauclair and Ryan Stabile (bankruptcy & restructuring); David Tennant, Nancy Carroll, William Scott and Jane Askeland (corporate); Robert Macpherson, Gerald Griffiths and Brian Wasyliw (labour and employment); Richard Higa, Robert Stephenson, Marc MacMullin and Dean Masse (banking); Gregory Winfield and James Fera (pensions); Geoff Hall, Darryl Ferguson and Christopher Hubbard (litigation); Eric Gertner, Hovsep Afarian and Brandon Kain (research); Gordon Sato and Jonathan See (real property) and John Boscariol (trade).
Jones Day, Schulte Roth & Zabel LLP and Freshfields Bruckhaus Deringer LLP acted for Chrysler LLC. Lawyers at Schulte Roth included Alan Waldenberg, Dan Kusnetz, Richard Presutti, Joshua Bilgrei, James Lee, Kirby Chin and Jillian Benda. Lawyers at Jones Day included Corinne Ball, Brett Barragate, Matthew Gray, Jeffrey Ellman, Zoe Vantzos, Candace Ridgway, Amanda Gabai, Marilyn Sonnie and Colleen Laduzinski. Lawyers at Freshfields included Ludwig Leyendecker, Kirsten Floss, Nicolai Seitz, Jens Böhle, Alexandra Frantsuzova, Michael Rohr, Andre Klüsener, Olga Salmenko, Nils Hoffmann and Johanna Linke (corporate), as well as lawyers from the Freshfields offices in Amsterdam, Barcelona, Brussels, Düsseldorf, Hong Kong, London, Milan, Moscow, Paris and Tokyo.
Davies Ward Phillips & Vineberg LLP acted as counsel to Fiat and Chrysler Group LLC with a team that included Stephen Ruby, Elie Roth and Christopher Anderson (tax); Kenneth Klassen and Christian Gauthier (corporate); Tim Baron (banking) and George Addy, Richard Elliott and Christopher Margison (competition).
Sullivan & Cromwell LLP acted as US counsel for Fiat and Chrysler Group LLC. The Sullivan & Cromwell team included Scott Miller, Vik Varma, Alison Fleisher, Alexandra Knight, Alexander Young, Bernie Goldsmith, Lee Ann Anderson McCall, Joy Willing, David Bartels, Roman Goldstein, Mark Zaruba, Christopher Mann, Jason Suh, Oderisio de Vito Piscicelli, Brian Parness, Christos Timagenis, Yuting Wu, Jonathan Olsen, Nicholas Snow, Jamin Soderstrom and Andrew Bernstein. Additionally, Hydee Feldstein, Andrew Dietderich, Mark Schneiderman, Adam Sofen, Ken Taylor, Justin Johnson, Andrew Bragin and Mark Piesner (bankruptcy and financing); Andrew Solomon, Ronald Creamer, Davis Wang, Janna Freed, Ari Zak, Rachel Hughes and Eugene Kim (tax); Matthew Friestedt, Michael Katz, Michael Snypes and Ian Caines (employee benefits); John Fullerton (labour); David Passey (ERISA); Juan Rodriguez, Steven Holley, Eric Queen, Axel Beckmerhagen, Jennie Bark-Jones and Ian Browning (antitrust); John Evangelakos, Blaze Waleski and Melissa Fisher (IP); Matthew Brennan (environmental); and Eric Kadel and Samuel Woodall (regulatory).
McMillan LLP acted for Export Development Canada with a team that included Andrew Kent, Peter Willis, Timothy Murphy, Judie Jokinen, Cheryl Stacey, Andrea St. Bernard, Vivian Chan, Paula Bokser, David Slan and Robert Antenore.
Legal representation for Industry Canada was led by Pierre Legault, assistant deputy minister, business and regulatory law portfolio with the Department of Justice Canada, along with Anne-Marie Lévesque, Alexia Taschereau, Anne Boudreau and Mark Taggart, also from Justice. McKenna Long & Aldridge LLP was Justice Canada's American agent. The McKenna team included Christopher Graham, Gordon Giffin, Ann-Marie McGaughey, Wayne Bradley, Scott Harty, Jessica Mayes and Jane Moffat. Cassels Brock & Blackwell LLP was Canadian external counsel to Justice Canada with a team consisting of Bruce Leonard, Michael Weinczok, Marc Mercier, Bruce McNeely, Harvey Garman, Joseph Bellissimo and Ken Snider.
The Government of Ontario's legal team was led by Mark Warner, legal director of the Ministry of Economic Development, along with James Sinclair, legal director, Ministry of Finance and Ministry of Revenue; James Stewart of the Ministry of Economic Development and Trade; Kevin O'Hara, Ministry of Finance and Ministry of Revenue and Corey Simpson, Ontario Financing Authority. Goodmans LLP was Canadian external counsel to the Government of Ontario with a team that included Gale Rubenstein, Robert Chadwick (restructuring), Susan Rowland (pensions), Daniel Gormley (finance/commercial law) and Lisa Mantello (banking). Hughes Hubbard & Reed LLP was Ontario's American agent. The Hughes Hubbard team included Michael Luskin, Amy Dulin, Dustin Smith and Richard Favata.