Securities Lawyering in Canada

When working as a securities lawyer, facilitating public offerings, there are often small hitches, let’s say, attendant to completing an offering that includes Quebec. Public offerings, by law, must be accompanied by a prospectus, a disclosure document that’s supposed to prevent the public from being bilked, and under Quebec’s language laws any prospectus with respect to an offering that includes La Belle Province must be translated into French. This requires two sets of translators: lawyers for the general disclosure, and accountants for the financial statements. Subsequent “continuous disclosure” materials, following the prospectus, again designed to protect the public from being bilked, must also be translated into French before being filed. It’s a laborious and expensive process, and as the junior lawyer on a file, you’re the one who’s supposed to be riding herd on the translators, and you’re always under tremendous pressure to make sure that the translations occur with all appropriate haste. The thing is, you have absolutely no leverage over the Quebec lawyers and accountants who are doing the translating, and they often seemed not to feel the same sense of urgency that you, the harried junior Toronto lawyer with senior partners putting your feet to the fire, were usually experiencing. For the amusement of a colleague, I did up this exaggerated mock transcript of what it could be like to deal with Quebec law firms on these matters. Exaggerated…somewhat…

 

[Phone Rings]


MB: Oui ‘ello, Marc Bouchard, Colbert, Talon, Champlain, Cartier.

GC: I’m sorry, I was trying to reach Gaston Lalonde.

MB: [long pause] Comment?

GC: I’m sorry, I was calling for Gaston Lalonde, is he about?

MB: Ah oui, Gaston!

GC: Is he there?

 MB: Gaston?

GC: Yes, Gaston Lalonde. Is he there?

MB: Non.

GC: Can you tell me when he will be back? And has his number changed? I didn’t mean to disturb you, I was trying to….

MB: Well, yue know, ‘ee is quite gone, you see. Move-ed on. So, non, I cannot give yue ‘is num-ber, an’ if’ ee re-turns up at all, It will be quite da surprise.

GC: He’s left?

MB: Oh yes.

GC: When did he leave?

MB: Gaston?

GC: Yes, Gaston, when did Gaston leave?

MB: Dat was quite some time ago. I dunno for sure. ‘Ee ‘as been quite gone for quite some lengthy time now.

GC: Oh. Nobody told me. He was answering his calls as late as last Friday…

MB: Oh, I doubt dat.

GC: But I spoke to him, he was-

MB: Oh, I verry much doubt dat, ‘ee was long gone at dat time.

GC: [Panic just beginning to set in] Um…well, this might be a bit of a problem. Can you tell me who’s handling his files?

MB: ‘Is files?

GC: Yes, his files, his… ongoing matters. We were right in the middle of filing a prospectus…

MB: With Gaston?

GC: Yes, with Gaston, it was the IPO for Worldwide Strategem Limited Partnership LPXXIX, and-

MB: Ah oui, oui, Worldwide Strat-he-gem! Oui!

GC: You know of the file?

MB: Certainment, oui! Hit is one of dose, how you say, mutual fund tingys, not a fund exact-ly, but on top.

GC: Yes! Yes!

MB: Oui, I ‘ave dat one.

GC: Excellent! Excellent!

MB: Oh yes – I ‘ave dat one for sure.

GC: Excellent!!  I was calling to ask how it’s going?

MB: Excuse – Gra-hame is it? -excuse- `ow what is going?

GC: The translation of the preliminary prospectus- the filing.

MB: Sorry, Gra-hame, yue `ave me at a bit of a loss. Da trans-lation?

GC: Yes, the translation! We need to translate the preliminary prospectus for filing with the CVM. Gaston was handling it, he told me last Friday-

MB: Not last Friday, non, I doubt dat.

GC: OK, he told me a while ago, then, that the translation was well in hand.

MB: Come again? `Ee ‘ad it in `is ‘and?

GC: No, no, he meant that the translation was in progress, almost finished in fact, and-

MB: Oh, I verry much doubt dat Gra-hame. Verry much. I dunno why `ee would say a ting like dat. C’est impossible.

GC: [Now fully terrified] But why would he lie? Why? Why, why would he do that?

MB: Well, Gra-hame, let’s not dwell too long on da, yue know, petit quirks dat, shall we say, pre-cip-hi-tated Gaston moving on like ‘ee did.. You know, dat’s, `ow  yue  say, wa-ter under da bridge.

GC: Ummm….

MB: Anyway, we `ave udder fish to fry now Gra-hame.

GC: What? What fish?

MB: Oh yes, udder fish, certainment. Hactually, I am glad you called, yue know. I was just going over some of da prior Worldwide Strat-he-gem filings, and mon Dieu….

GC: [Sound of trousers being soiled] What? What’s wrong? What?

MB: Gra-hame, were yue da one at Patrician’s with res-pon-si-bility for dis ting?

 GC: Which thing?

MB: Oh I dunno, pick one. Say, Worldwide Strat-he-gem Limited Partners LP VII, say dat one.

GC: LP VII? No, that was years ago, before I was even called to the bar!

MB: Really, well, some-body really lost `is grip on da ball dere Gra-hame, it is an `orrible mess.

GC: How so?

MB: Well, yue know, dere are 6 security `olders in Quebec.

GC: Yes?

MB: Oh yes. Six of dem.

GC: Yes?

MB: An under da Cultural Tyranny Act, Bill 102, dose `olders are hen-titled to annual materials an ‘so on en Francais.

GC: Yes?

MB: Oh yes, but of course, dat never `appened.

GC: No?

MB: Ce’st vrai, non. Ne-ver.

GC: And?

MB: Comment?

GC: What do we do now?

MB: Oh, hit’s very simple, Gra-hame.  I can `andle it wit a phone call.

 GC: That’s a relief!

MB: Oh yes, `appens all da time.

GC: I’m glad of it.

MB: Yes, now, what I need from yue is some sort of round number.

GC: Say again?

MB: It might not `ave to be so much, what wit da dere being honely six `olders in La Belle Province ici. What sounds about right? What about, say, maybe $10,000?

GC: For fines?

MB: Well, sure, Gra-hame, yue know, call it a fine.

GC: It’s not a fine?

MB: Well, yue know, let’s not get all hung up on what to call it. Let’s not, `ow yue say, lose da forest for da trees.

GC: But I don’t understand…

MB: We can’t ‘ave a cheque for dis kind of ting. No, ne-ver. It ‘as to be cash.

GC: Ten grand in cash, you want?

MB: I can see to ev-ery-ting after dat.

GC: You expect me to come up with ten thousand dollars-

MB: Oh, dat’s Hew Ess funds, Gra-hame, I forget to say.

GC: You think I can come up with ten thousand US in cash?

MB: Da sooner da better, Gra-hame.

GC: From where?

MB: Comment?

 GC: From what file cabinet, exactly, do I conjure this wad of cash?

MB: Well, Gra-hame, I ass-ume yue Tower Boys ‘ave some kind of, `ow yue say, contingency fund…

GC: A slush fund?

MB: If yue like, den sure. We don’ call it dat, but…

GC: You think we have a slush fund I can just dip into?

 MB: Look Gra-hame, let’s just say yue get da money from da same sort of place dat all de udder Tower Boys get it, OK?

GC: Maybe you should pay.

MB: Comment?

GC: Well, wasn’t seeing to the delivery of translated materials your responsibility as our Quebec agents?

MB: Oh, I verry much doubt dat Gra-hame. Verrry much.

GC: But that’s what you do! You do that for all our Worldwide Strategem entities! We pay a  @%%**%% king’s ransom!

MB: Look, Gra-hame, about this trans-lation of da LP XXIX preliminary prospectus.

GC: Say what now?

MB: Worldwide Strat-he-gem  Special Lim-hit-ed Partners LPXXIX, dat was da pur-pose of your call, oui?

GC: Yes! Yes it was!

MB: Did yue draft dis ting Gra-hame?

GC: [Now utterly addled] What? No, I didn’ t personally draft it…

MB: Oh good, be-cause its `orrible.

GC: Horrible is it?

MB: Vraiment.

GC: Well, at least we see eye to eye about one thing.

MB: Anyhoo, I would not want to tell yue dat da trans-lation could be done anytime soon.

GC: But it has to be! We’re filing next Thursday!

MB: Not next Tursday, I don’ tink.

GC: Next Thursday!!!

MB: Hokay, hokay, ‘old your chevalles ‘dere Gra-hame, let’s not start waving our arms and spilling da poutine.

GC: Well what do you propose we do?

MB: Well…

GC: It’s gotta be next Thursday!! Karen will cut my balls off!!

MB: Say we go wit-out da trans-lation?

GC: Without it? Without it??

MB: Sure. Say we did.

GC: We’d never get a receipt!!

MB: Well now, Gra-hame, dat is not, strictly, da case.

GC: No?

MB: Not strictly, non.

GC: It can be arranged?

MB: Oh yes. Certainment.

GC: More US funds?

MB: Oui oui.

GC: But Karen will want a clean opinion on compliance with laws…

MB: An o-pin-ion?

GC: Yes, like always.

MB: Al-ways, yue say?

GC: Without exception!

MB: Vraiment?

GC: Standard procedure.

MB: Not dis time I tink.

GC: Look, Marc, this is non-negotiable, we have to have your opinion.

MB: Vraiment?

GC: Yes! Yes, for the love of God!

MB: Verry well, Gra-hame, I can supply yue wit an opin-ion, mais not da one yue usually get, I tink…

 GC: How so?

MB: Well, I mean, it will `ave to say something like “We, Colbert Talon Champlain Cartier, `ereby certify dat da filing of da pros-pect-us in connection with the public hoffering of Units of Worldwide Strat-he-gem Limited Partnership LP XXIX was effect-ted in del-hiberate contravention of Sections 3,6,7,9,10,11 and 18 of da Cultural Tyranny Act“…

GC: [Strange guttural sounds]

MB: I mean, dat’s not the sort of ting yue Tower Boys usually want to stick behind Tab 95, but if yue want an o-pin-ion, you can ‘ave dat one.

GC: [Gurgling sounds]

MB: Look Gra-hame, you’re giving yourself a coro-nary, it’s not dat big a deal. We’ll just go wit-out da trans-la-tion, an if hanybody kicks up a fuss, ‘den we make da, `ow yue say, facilitation payment…

GC: [Sucking air]

MB: We might not even ‘ave to pay at all, dey haven’t been paying attention down ‘dere like usual, I mean, da place is chaos, what wit da Commissioner having dat ‘orrible trouble with his mis-tress, and dat ting with the ‘Ells Angels. Strict compliance, I mean, it’s not someting that usually ‘appens – I mean, yue can always be more Catholic dan da Pope, but why?

GC: [No sound at all now]

MB: Gra-hame? Still wit us?