Sébastien Falardeau

Practice Areas

Sébastien is a senior partner at the firm, based in our Montreal office. His primary practice focuses on transactional law, mergers & acquisitions, corporate financing, commercial law, and real estate law. He is also an accredited mediator in commercial matters, particularly in shareholder conflicts.

Sébastien is recognized and appreciated for his business acumen, versatility, and pragmatic and results-oriented approach. He regularly advises his clients on their business initiatives and projects, mainly in mergers and acquisitions, where he has acquired significant experience, particularly with complex transactions. Sébastien can efficiently handle various transactions involving stakeholders and professionals in different jurisdictions. With his former experience in litigation, he is familiar with atypical transactions such as corporate restructuring or turnarounds.

In the financing sector, Sébastien represents various institutional lenders, chartered banks and private lenders (debt, private equity) in the real estate, automotive, distribution and manufacturing sectors. He is involved both upstream, when developing structures, advising credit analysts, assessing & managing risks, and when drafting, implementing and taking security, including managing contractual aspects between creditors. Sébastien also teaches security law at the Quebec Bar School.

With real estate law, Sébastien manages real estate transactions in various forms and real estate or project financing, as well as the implementation of holding and consortium structures. He has also acquired particular experience involving major infrastructure projects and various less traditional components of property law. Sébastien also regularly advises property owners, managers, investors and industry professionals.

Languages Spoken

English

French

Work Highlights

Represented a seller in the sale of a manufacturing and engineering business to U.S. interests, for a value of nearly C$35 million. This transaction involved U.S. legal aspects, notably commercial and real estate law, as well as contractual relations with Asia.

Represented sellers and buyers in the automotive and transportation industry, including the purchase/sale of several car dealerships and heavy vehicle dealerships and transportation fleets.

Represented shareholder groups in the sale of their majority stakes in various businesses acquired by foreign public companies in the energy sector (including natural gas) as well as in environmental and waste management transactions.

In the area of energy law, led various transactions related to the sale of private hydroelectric power plants and similar infrastructures. These transactions involved public law, contractual relations with Crown corporations, environmental considerations and Indigenous rights.

Advised various stakeholders (buyers, sellers, financiers, investors, professionals) on numerous occasions in a multitude of transactions in the following sectors: commercial real estate and construction, life sciences (including pharmaceuticals), and food and agri-food. Some of these transactions took place in the context of turnarounds and major restructurings or involved complex regulatory components.

Represented Quebec and Canadian companies, in the food and transportation sectors in particular, in the acquisition of minority or majority stakes in Canadian, U.S. or French companies.

Managed transactions in the financial services sector, including life and health insurance and group insurance, involving sophisticated transaction structures and the management of a large number of external components and stakeholders.

Represented various corporate groups and acquirers with structured “growth by acquisition” plans in various fields, primarily parts and mould manufacturing, as well as specialized (industrial) machining, information technology and media, including a cross-border component (U.S. and Europe). The value of these transactions ranged from C$3 million to C$25 million.

Financing

Advised chartered banks and corporate groups of borrowers, particularly in the manufacturing, distribution and retail sectors, on global financing and omnibus refinancing projects for their credit facilities.

Advised financial institutions on major financing projects, including large-scale acquisitions (mergers/acquisitions), financing for real estate projects (condominium towers, phased commercial buildings, etc.), and infrastructure and construction projects.

Advised lenders on several occasions, most notably TD Bank, on financing projects in the automotive sector with regard to industry-specific credit facilities, for loans totalling over C$300 million.

Advised a major Canadian financial institution on financing and refinancing projects for major properties, including hotels and mixed-use spaces, which involved complex legal components of real estate and property law, as well as dismemberment of ownership and co-ownership rights.

Represented a Canadian producer and distributor in the retail sector in the refinancing of its credit facilities with a Canadian bank, which had a US and interprovincial component, under asset-based lending credit facilities for an amount equivalent to nearly C$30 million.

Advised companies on the consolidation of their credit arrangements and various financing projects and acquisitions, in particular for groups made up of local and foreign subsidiaries, with financing amounts ranging from C$25 to C$100 million.

Commercial real estate

Advised a real estate developer during the development of a major 10-phase condominium construction project in the greater metropolitan area. This work entailed aspects of real estate and condominium law, financing, negotiation and conclusion of partnership agreements, investor relations, and management of litigation and components of construction and public law, as well as issues and challenges arising in the context of the COVIDd-19 pandemic during the course of the project.

Advised a Crown corporation and its legal affairs and engineering teams on real estate transactions, as well as on a multi-phase development project involving various public and parapublic infrastructures, including an underground component. The work touched on the drafting and review of “tailor-made” agreements, risk management, contract management related to interim phases, as well as regulatory aspects and user and facility safety considerations, as well as environmental matters.

International trade

In the context of COVID-19, advised Canadian distributors of medical equipment on the importing of medical equipment from Eastern countries for various Quebec and Ontario hospitals. This work involved issues related to transportation law, logistics, insurance, compliance, coordination of escrow agents, payment guarantees, as well as aspects related to compliance with standards and specifications of public organizations in the context of bids and calls for tenders.

Advised a Canadian importer and distributor on the inter-jurisdictional contract management in connection with the import process, including management of freight forwarders, transportation, various stages of logistics and aspects related to cross-border taxation (customs), in collaboration with the firm’s team.