The Alberta-Texas Connection: Continuing To Thrive

Friday, September 1, 2006 - 01:00

The Editor interviews Alex G. MacWilliam, Fraser Milner Casgrain LLP, Calgary.

Editor: Mr. MacWilliam, will you tell our readers something about your professional experience?

MacWilliam: I am a partner with the Calgary office of Fraser Milner Casgrain, and I also manage the development of the firm's Texas-sourced business.

I began my career in the firm's litigation group. With the advent of major environmental legislation in the early 1990s at both the federal and provincial levels, we began to develop a strong environmental law practice. Much of my litigation work had been on behalf of energy companies, so my move into environmental law was a natural one.

Today I am engaged almost exclusively in the environmental area. That includes civil litigation, regulatory litigation, some criminal matters and a great deal of transactional work, relating to financings, mergers and acquisitions.

Editor: How did the Calgary office become part of Fraser Milner Casgrain?

MacWilliam: The Calgary office was opened in 1912 by two enterprising lawyers from Nova Scotia named Fenerty and Savary. The flourishing Alberta oil industry contributed to the firm's growth, and by the time I joined in 1985, it had about 60 lawyers. In 1991 the firm was known as Fenerty Robertson Fraser & Hatch. That year we merged with an established Edmonton-based firm, Milner & Steer, and the result was Milner Fenerty, the largest firm in Alberta. In 1995, we merged with Fraser & Beatty, which had offices in Toronto, Ottawa and Vancouver, and subsequently that entity merged with Byers Casgrain, which gave us a Quebec presence and the firm's present name, Fraser Milner Casgrain, as well as a roster of over 500 lawyers.

Editor: Are there particular legal disciplines and practice groups for which the Calgary office is known?

MacWilliam: Our energy and natural resources practices are particular strengths of the Calgary office. Members of our regulatory practice are highly regarded in the industry for their experience in major project development.

The Calgary office has produced many esteemed judges over the years, and that is a reflection of our strong litigation and ADR group. We are also known for our securities, M&A and banking work. Our position as one of the leading environmental law firms in the province is widely acknowledged, as is our construction law, land use planning and municipal law experience. With the support of the strong mining law groups in our Toronto and Vancouver offices, we are enhancing our capability in that area in the Calgary office.

Editor: Who are the clients served by the Calgary office?

MacWilliam: The largest group of clients is drawn from the energy sector, which includes exploration and production companies, pipelines, oil sands operators and proponents, and electricity generating and distribution companies.

We also act for financial institutions, insurance companies and property developers - many of whom are also connected to the energy sector.

Editor: Are these clients Canadian corporations in the main?

MacWilliam: For the most part they are, although on the energy side a number are Canadian subsidiaries of foreign corporations. With respect to outbound investment, Calgary is home to many corporations that operate throughout the world, including exploration and production and oilfield service companies. We are able to assist our clients in their international activities and, where appropriate, draw on the relationships we have developed with firms in other countries.

Editor: The Calgary office is engaged in some very complex transactions. Are you able to draw upon the resources of the firm's other offices - in terms of expertise and personnel - in staffing your projects?

MacWilliam: Absolutely. That was a key factor behind the series of mergers that resulted in the formation of Fraser Milner Casgrain. The intention was to build a national platform that would enable each of our constituent offices to draw upon the collective expertise of all offices in serving the firm's clients. To that end, almost all complicated transactions that we handle involve lawyers from two or three offices, sometimes more.

This is a two-way street, of course. At the moment, I am involved in a Toronto-originated project for a major property management company with operations all across the country. I am part of a team that is drawn from all of the firm's offices. This is a fairly common occurrence.

Editor: I understand that much of the firm's work has a cross-border orientation. Can you give us an overview of this work?

MacWilliam: It varies from office to office. Here in Alberta, much of the international work has an energy dimension. The Toronto office is often engaged in international mining projects in Africa and South America, while our Montreal lawyers have extensive experience in energy joint ventures in Europe.

Our Vancouver office has a significant amount of entertainment expertise and handles a variety of matters on behalf of Hollywood and the American entertainment industry generally. In Ottawa we have a group working on behalf of an international clientele in the venture capital area, particularly in the high tech sector.

We also have an international natural resources and infrastructure group comprised of lawyers from all offices that applies its national strength in common and civil law to structuring and executing legal projects globally in both the developed and developing world.

Typically, this type of cross-border work includes financings, M&A, income trusts and project development.

Editor: Would you tell us about the firm's Alberta-Texas connection?

MacWilliam: That connection goes back many years. The single largest group of immigrants in Calgary are Americans, going back to the origins of the Alberta energy industry. Many came from Texas, Oklahoma and Louisiana, and they constitute the original basis for the connection between Calgary and Edmonton on the one hand and Houston on the other.

We have had relationships with clients in Texas for decades, and as a consequence we have developed close ties with the major Houston law firms. Over the past four years, however, these relationships have been enhanced by a firm-wide effort to coordinate our activities in the United States to take advantage of what we see to be significant opportunities to expand our U.S. sourced work. That effort resulted in the establishment of a representative office in New York and includes, in addition to the Alberta-Texas connection, initiatives involving California, Chicago, New York, Washington and the Northeast. While different Fraser Milner Casgrain offices have different levels of responsibility with respect to these initiatives, every office has lawyers engaged in these efforts. While I am responsible for the coordination of the Calgary-Houston efforts, I draw upon all firm offices in pursuing the various opportunities arising in Texas.

Editor: This has been a two-way proposition. What is going north, and what south?

MacWilliam: With respect to the Alberta-Texas connection, much of the work coming north is work we have done for our Texas-based clients for many years. These are companies that are either investing here or carrying on their activities here through Canadian subsidiaries. These are thriving relationships, in part because we are in Houston frequently to meet with our contacts and keep them up to date on what is happening in Canada and what might be important to their business.

Another major source of work flowing north arises from referrals by our friends at the major Houston law firms, accounting firms, investment banks, and the like. This usually involves a Canadian matter that we are asked to handle for a client of the referring firm. We maintain these relationships through frequent visits and joint activities.

Then there are the transactions where we are Canadian counsel and a Texas firm is U.S. counsel to the same client in a more typical cross-border undertaking.

In terms of work going south, many Canadian companies in the energy sector are expanding their worldwide operations. This includes moving into the U.S., and we have been able to direct work to a number of American firms. This typically follows the same process of co-counsel - Canadian and U.S. - that we have with cross-border work that originates in the U.S.

Editor: In a typical cross-border transaction involving a Texas interest, what does Fraser Milner Casgrain bring to the table?

MacWilliam: It is essential to have a firm involved that knows the critical differences between Canada and the U.S. that could arise in these transactions. When we make presentations to corporate counsel in Houston - and we do so frequently - we are not trying to tell them how to structure the deal. Rather, we stress the differences between the two legal regimes as they touch upon the deal. The differences cut across a wide range of practice areas - competition (i.e. antitrust), labor and employment, tax matters, foreign investment restrictions, environmental concerns, and so on - and can have a major impact on a transaction. Because of our significant experience with these transactions, we can advise in-house counsel at the outset what is and, just as importantly, what is not, a critical legal element in the deal, from a Canadian perspective.

Additionally, when an American corporation calls upon our Calgary office, it has access to a national firm and to all the expertise and resources that entails. If, for example, the deal involves assets in Quebec that give rise to filings with Quebec authorities, our Montreal office is in a position to provide that service, including translation of all requisite documents.

The bottom line is that, when a client calls upon any of our offices, it has access to the resources of the entire firm.

Editor: Is there one firm you deal with in Houston or a group of firms?

MacWilliam: We have established connections with all the major Houston law firms. They are, like us, national firms, and we are able to call upon them for assistance throughout Texas and all other areas of the U.S.

At the same time, we have developed ties with some of the smaller firms in Houston which are recognized for their expertise in particular areas.

Editor: What about the future? Where do you see the Alberta-Texas connection, in its Fraser Milner Casgrain version, over, say, the next five years?

MacWilliam: I see it continuing to thrive. In the last four years our volume of Canadian work for Texas-based businesses has grown substantially, as has the amount of work that we have sent to Texas. Given the current price of oil, and with two economies - Alberta and Texas - driven by the energy sector, the connection is only going to get stronger. One indicator of that development is the fact that there are now six daily flights from Calgary to Houston, and it is very difficult to get a seat on any of them.

Please email the interviewee at alex.macwilliam@fmc-law.com with questions about this interview.