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We are pleased to share the following 2005 highlights from our four main practice areas: Business Law, Litigation, Intellectual Property and Employment and Labour Law.

Since 1879, Ogilvy Renault's dedication to excellence has earned our firm an enviable reputation, both nationally and internationally. Our clients, who include some of the largest and most successful corporations in Canada and abroad, know they can rely on a firm with the highest standards in the practice of law, in-depth industry knowledge and a long-term approach to client relationships.

445 lawyers, patent agents and trade-mark agents in Toronto, Montréal, Ottawa, Québec, Vancouver and London (UK) offer clients a range of services in the areas of business law, litigation, employment and labour and intellectual property law.

REFLECTIONS

2005 represented another strong year for the Canadian economy and the global economy in general. In the Business Law sector, mergers and acquisitions activity increased exponentially both in Canada and globally, and we are proud to have been involved in many of the major transactions both in Canada and abroad. Some of these are highlighted in the following pages.

Our Litigation Group was involved in a diverse range of critical litigation for our Canadian and international clients. Our Intellectual Property Group, one of the largest groups of such professionals in this country, again represented our clients in major intellectual property litigation and other mandates. Our Employment and Labour Law Group continued a long tradition of representing our clients in significant employment and labour matters.

We are very proud of our great successes in 2005, and are optimistic about 2006, given the continued growth of the Canadian and international economies, our firm-wide bench strength and the support of you, our clients.

We would be remiss if we did not mention how delighted we were that our partner, former Prime Minister Brian Mulroney, was able to return full time to our firm after dealing with a medical setback last year. Brian is in fighting form and continues to counsel our clients on a global basis.

We look forward to working with you, our clients, towards a mutually successful 2006 and beyond.

BUSINESS LAW

Over 170 lawyers across Canada and in London (UK)

2005 was marked by the continued growth of our Toronto team which now includes 77 lawyers.

Since January 2005, we have advised on over 15 M & A transactions with an estimated total value of over US$10.8 billion.

Headline Transactions

Alcan Inc.
Spin-off of rolled products business which became Novelis Inc. (US$6.3 billion in sales)
Ogilvy Renault acted for Alcan Inc.

Domtar Inc.
US$400 million
Cross-border public offering of 7 1/8% Notes due 2015
Ogilvy Renault acted for Domtar Inc.

Royal Bank of Canada
US$750 million
Cross-border public offering of
Senior Notes due 2010
Ogilvy Renault acted for Royal Bank of Canada

Metro Inc.
C$1.7 billion
Acquisition of A&P Canada
Ogilvy Renault acted for Metro Inc.

Uniboard
€192 million
Acquisition of Kunz Group by Pfleiderer AG
Ogilvy Renault acted for Pfleiderer AG

RONA Inc.
C$100 million
Acquisition of Totem Building Supplies
Ogilvy Renault acted for RONA Inc.

Bank of America
US$650 million
Credit facility in favour of William Scotsman
Ogilvy Renault acted for Bank of America

Toys "R" Us
US$2 billion
Asset-based loan facility
Ogilvy Renault acted for the syndicate

Bombardier Capital Ltd.
US$2.3 billion
Sale of Bombardier Capital's Inventory Finance division to GE Commercial Finance
Ogilvy Renault acted for Bombardier Capital Ltd.

Telesystem International Wireless Inc. (TIW)
US$4.4 billion
Sale of operating subsidiaries to Vodaphone
Ogilvy Renault acted for Board of Directors

Wajax Income Fund
Conversion into Income Fund and Secondary offering of 2.5 million fund units
Ogilvy Renault acted for Wajax Income Fund

Arcelor S. A.
C$5.6 billion
Acquisition of Dofasco
Ogilvy Renault is acting for Arcelor S. A.
(Ongoing transaction)

Las Cruces Copper Mine, Spain
Project Financing of Las Cruces, US$460 million greenfield copper mine near Seville, Spain.
Ogilvy Renault acted as lead international counsel for syndicate of international banks led by CIBC, BNS, SocGen and BBVA. Project sponsors:  Inmet Mining Corporation and Leucadia National Corporation.

Asset-based Lending · Key Contacts · Kevin J. Morley, Arnold Cohen, David M.A. Amato · Banking and Financial Products · Key Contacts · Louis J. Gouin, James A. Riley · Competition / Antitrust Law · Key Contacts · Dany H. Assaf, Denis Gascon · Corporate and Commercial Law · Key Contacts · James R. Cade, Amar Leclair-Ghosh · Energy · Key Contacts · Éric Dunberry, Charles Keizer · Information Technology, e-Business and Communications (ITEC) · Key Contact · Daniel J. Paul · Insolvency and Restructuring · Key Contacts · Louis J. Gouin, Derrick C. Tay · Mergers and Acquisitions · Key Contacts · Terence S. Dobbin, Francis R. Legault · Projects and Project Finance · Key Contacts · Jacques Demers, Brian C. Kelsall · Real Estate Law · Key Contacts · Mario M. Caron, D. John Naccarato · Securities · Key Contacts · Michael J. Lang, Francis R. Legault · Tax · Key Contacts · Jules Charette, Adrienne F. Oliver

LITIGATION

Headline matters

Pfizer Canada Inc., Pfizer, Inc.
Class Actions - Pharmaceuticals
Acting as counsel to Pfizer Canada Inc. and Pfizer, Inc. in a class action relating to the marketing and sale of Lipitor in Quebec, a leading cholesterol medication worldwide.

Yukos Oil Corporation OJSC
Arbitration - Oil
The Co-Chairman of the Firm, L. Yves Fortier, was appointed Chairman of an Arbitral Tribunal (UNCITRAL) to hear a dispute between three shareholders in Yukos Oil Corporation OJSC and the Russian Federation. This is the largest treaty dispute in history, involving claims for expropriation totalling US$33.1 billion.

World Anti-Doping Agency
Arbitration - Sports
Chairing Court of Arbitration for sports arbitration panels in several doping related cases involving U.S. and Greek sprinters competing at the world level, including sprinters charged with participating in the Bay Area Laboratory Cooperative (BALCO) doping conspiracy and of falsifying doping control information in the 2004 Athens Olympic Games.

Royal Bank of Canada
Class Actions - Banking services
Acting as counsel to Royal Bank of Canada in multiple class actions, some of which relate to the calculation and application of credit charges.

RONA Inc.
Competition
Representing RONA Inc. in the first ever application under new enabling provisions of the Competition Act to rescind a consent order. This landmark decision rendered by the Competition Tribunal in favour of RONA Inc. marked the first time it interpreted such provision to rescind a consent agreement on the basis of a change of material circumstances.

Brascan Energy Marketing Inc.
Energy
Acting successfully for Brascan Energy Marketing Inc. in a multi-million dollar dispute regarding a power supply contract with the electricity distribution system of the city of Sault Ste. Marie.

Med-Emerg
International Inc.
Procurement
Acting as counsel to Med-Emerg International Inc. in its successful challenge before the Canadian International Trade Tribunal of the award of a $450 million medical staffing contract by federal government and in its application for appropriate remedies before the Federal Court of Appeal.

Concordia University
Construction
Acting as counsel to Concordia University in the context of several multi-million dollar claims in damages in relation to the construction of its new integrated Sir George Williams campus.

Administrative Law and Judicial Review · Key Contacts · Penny S. Bonner, Martha A. Healey, Jocelyn F. Rancourt · Admiralty, Shipping and Transportation · Key Contact · Richard L. Desgagnés · Arbitration and Alternative Dispute Resolution · Key Contacts · Pierre Bienvenu, L. Yves Fortier · Class Actions · Key Contacts · Sally Gomery, Gregory Nash, Lucie Pariseau, Sylvie Rodrigue, Steve J. Tenai · Construction, Engineering and Infrastructure Law · Key Contacts · Ian Gosselin, Dan J. Leduc, William W. McNamara, Gregory J. Nash, Bernard P. Quinn · Environmental Law ·  Key Contacts · Louis-Paul Cullen, Jean Piette · Insurance Law and Professional Liability · Key Contacts · Éric Hardy, Hélène Lefebvre, Gregory J. Nash, Peter J. Stanford  International Trade Law · Key Contacts · Denis Gascon, Gregory O. Somers · Litigation · Key Contacts · Jean G. Bertrand, Dana B. Fuller, Gregory J. Nash · Media and Communications Law ·  Key Contacts · Sophie Perreault · Privacy and Access to Information · Key Contacts · Christine A. Carron, Jennifer A. Jamieson · Product Liability · Key Contacts · Ian Gosselin, William W. McNamara, Gregory J. Nash, Bernard P. Quinn, Dan J. Leduc

INTELLECTUAL PROPERTY

We have over 80 lawyers, patent agents, trade-mark agents and technical consultants, making us one of the largest such practices in Canada.

Our agency practice is one of the strongest in the country being divided almost equally between Canadian clients and foreign clients seeking to obtain rights in Canada.

Many of our Canadian clients require us to act for them directly before the US Patent Office, and our work in this area is of such high volume that we are known for this expertise.

In addition, our worldwide network of foreign attorneys and agents allows us to ensure that our Canadian clients are well served when seeking comparable intellectual property throughout the world.

On a regular basis we are providing analyses of Intellectual Property portfolios, for investment and other business purposes, advising on Intellectual Property strategies and portfolio development around the world. Our network of contacts and our own professionals ensure that our clients are provided with the necessary worldwide Intellectual Property advice to make appropriate business decisions.

We are acting on behalf of several owners of world famous trade-marks in the enforcement of their trade-marks and the prevention of counterfeits.       

Headline matters

Merck & Co. Inc.
Acting for Merck & Co. Inc. and Merck Frosst in an action for infringement of Merck's patent on its anti-hypertensive medicine lisinopril; a trial began in early January and is expected to last several months.

GlaxoSmithKline Inc.
Acting for GlaxoSmithKline Inc. and The Wellcome Foundation Limited in the damages phase of a patent infringement action concerning AZT for treatment of HIV/AIDS.

Lilly Icos LLC
Acting for Lilly Icos LLC and Eli Lilly Canada Inc. in a continuing patent infringement action by Pfizer (based on its patent for the use of VIAGRA to treat erectile dysfunction) to stop sales of Lilly's drug CIALIS, also for use in treating erectile dysfunction.

Johnson & Johnson Inc.
Continued representation of Johnson & Johnson Inc. in patent infringement actions involving stents; aside from the important financial consequences for the parties, the actions have implications regarding the validation of supplemental fees paid after making small entity fee payments.

Access Copyright
Acting for Access Copyright in relation to a proposed tariff before the Copyright Board of Canada for the collection of royalties for the reproduction of works in Access Copyright's repertoire by educational institutions.

Astral Media Inc.
Acting for Astral Media Inc. in a successful application for an interim injunction to stop a competing radio station's billboard advertising campaign on grounds of copyright infringement.

Sanofi-Synthelabo
Acted for Sanofi-Synthelabo and Sanofi-Synthelabo Canada Inc. in preventing approval of a generic clopidogrel in competition to Sanofi's PLAVIX antiplatelet medication.

Copyright and Entertainment Law · Key Contacts · Claude Brunet, David R. Collier, Patrick E. Kierans, Nicolas Sapp  · Intellectual Property Law · Key Contacts · Jean-François Drolet, Malcolm E. McLeod, Kenneth E. Sharpe, Joan M. Van Zant, Donald M. Cameron · Life Sciences · Key Contacts · Penny S. Bonner, Martha A. Healey, Judith M. Robinson · Patents (including Industrial Designs) · Key Contacts · Isabelle Chabot, Judith M. Robinson, Kenneth E. Sharpe, Paul Sharpe, Joan M. Van Zant, Donald M. Cameron, Christian Cawthorn · Trade-marks · Key Contacts · Theresa Astles, Daniel S. Drapeau, John D. Miller, Nicolas Sapp, Patricia Seguin, Kenneth E. Sharpe, R. Scott MacKendrick

EMPLOYMENT AND LABOUR LAW

Headline matters

Société des alcools du Québec
Negotiations
At the request of the SAQ, we intervened, together with Mr. Lucien Bouchard, former Premier of Quebec, in the collective bargaining process and played an active role in settling the labour dispute. One of the main bargaining issues, the assignment of part-time workers, was settled to the employer's satisfaction.

Journal de Montréal
Negotiations
We represented Journal de Montréal in the bargaining process with the STTIJM, the union representing the newspaper's journalists, photographers and classified ad salespeople.
A settlement satisfactory to both parties was reached; among other things, it gave management more flexibility to use well known contributors as columnists for the newspaper.

Canadian Charter of Rights and Freedoms
We represented an employer in the cable television industry in connection with a complaint of discrimination on the basis of disability lodged by an employee with a permanent physical disability. The employee had become disabled during a labour dispute when no group insurance coverage was in force. When the employee returned to work, he was not deemed eligible for long-term disability benefits. The Commission dismissed the complaint.

Alcan Inc.
Arbitration
We were successful in an appeal on behalf of Alcan Inc. before the Quebec Court of Appeal in a matter dealing with the distinction between administrative and disciplinary discharge. The Court confirmed conclusively that the clause often found in certain collective agreements, providing for loss of employment in the event of an absence without leave of more than five (5) consecutive days, may be applied where the absence is due to imprisonment. In this specific case, the Court upheld an imprisoned employee's administrative discharge based on such a clause and declared the arbitration award, according to which the employer should have taken disciplinary measures, patently unreasonable.

Commission de la santé et de la sécurité du travail
In connection with an asbestos-related occupational disease, we obtained a 100% credit for the cost of the benefits related to the claim on the grounds that the employer had been unduly burdened (s. 326 Act respecting industrial accidents and occupational diseases) as a result of two social phenomena_asbestos and tobacco_and the fact that, as a result of the employee's retirement, the employer had been unable to offer the employee a temporary assignment or a position that took into account the employee's functional limitations.

Sale of an Enterprise
Severance Pay
We successfully represented Bombardier in the arbitration of a major grievance in which the employees of the Defence Services division at Mirabel claimed severance pay and other compensation as a result of the sale of the division to L-3 Communications. The arbitration board accepted our arguments that the collective agreement had not been terminated as a result of the sale of the Defence Services division and dismissed the collective grievance.

Illegal Strikes & Picketing
We obtained injunctive relief for employers whose operations were effected by the illegal strike and picketing activity of health care workers, teachers and truck drivers in British Columbia.  We continue to act as counsel for employers in actions for significant damages arising out of this activity.

Common Employer/Successorship
We are counsel for a British Columbia marine terminal in a union application to the Canada Industrial Relations Board alleging that an off-dock inter modal rail operator is a common employer with or successor to our client's operations.

Aviation Industry
Negotiations
We represented Air France in connection with the bargaining of its first collective agreement with its call centre agents, and Messier-Dowty Inc., a Boeing and Airbus landing gear manufacturer, in similar circumstances.

Labour Code
Sale of an Enterprise
An employer is not necessarily bound by section 45 of the Labour Code even if it acquires all the assets of a bankrupt employer from the trustee in bankruptcy. The CRT agreed that our client, Métacor International Inc., was not bound by the provision, given that it had continued to operate its own business on the premises of the former unionized employer.

Legal Strike
We acted for a major public sector employer during a province-wide strike during the summer of 2005, including successfully obtaining an injunction limiting strikers' picket activities at a key facility.

Interest Arbitration
We were retained to act on behalf of Aéroports de Montréal (ADM) in connection with interest arbitration for the airport firefighters' bargaining unit, represented by the Public Service Alliance of Canada.

Wind Turbines
Construction Industry
We have been acting for a construction company that obtained a contract for the assembly and installation of 60 wind turbines in Murdochville in connection with various proceedings relating to a jurisdictional dispute, an injunction, judicial review and penal complaints. A case pending before the Construction Industry Commissioner will be used as an important precedent to determine which trades will govern the assembly and installation of  the wind turbines for all future Quebec sites.

Human Rights
We are counsel for a major British Columbia employer in an arbitration in which a union is challenging the application of "hard hat" policies to members of the Sikh community whose religious beliefs preclude them from wearing hard hats.
We also convinced an Ontario Court to quash an arbitration decision that provided it was discriminatory for the employer to provide different health benefits to employees on LTD leave as opposed to employees on WSIB leave.  The Court concluded that the two types of absences were different and could be treated differently, and that the arbitrator's decision incorrectly expanded the concept of discrimination beyond what was contemplated by human rights policy.

Ontario Health Premium
We were counsel to a number of employers who were successful in arguing at arbitration that notwithstanding Ontario Health Insurance Premium (OHIP)  language in the collective agreement, the employer was not responsible for paying the new Ontario Health Premium tax implemented by the Ontario provincial government.

Business Immigration and International Mobility · Key Contact · Jean-Philippe Brunet · Employment and Labour Law · Key Contact · John B. West · Federal Labour and Employment Law · Key Contact · Richard J. Charney · Occupational Health and Safety and Workers' Compensation (Workplace Safety and Insurance) · Key Contacts · Charles Hurdon, Diane Lajeunesse · Pension and Benefit Plans · Key Contacts · Martin Rochette, J. David Vincent

© Ogilvy Renault 2006  All rights reserved

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